UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35121

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		27-1840403
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2000 Avenue of the Stars, Suite 1000N Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 553-0555

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

At November 7, 2013, there were 101,754,302 shares of Air Lease Corporation’s Class A Common Stock outstanding.

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Air Lease Corporation and Subsidiaries

Form 10-Q

For the Quarterly Period Ended September 30, 2013

TABLE OF CONTENTS

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements
	Consolidated Balance Sheets—September 30, 2013 and December 31, 2012 (unaudited)	4
	Consolidated Statements of Income—Three and Nine months Ended September 30, 2013 and 2012 (unaudited)	5
	Consolidated Statement of Shareholders’ Equity—Nine months Ended September 30, 2013 (unaudited)	6
	Consolidated Statements of Cash Flows—Nine months Ended September 30, 2013 and 2012 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4	Controls and Procedures	26
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	27
Item 1A	Risk Factors	27
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3	Defaults Upon Senior Securities	27
Item 4	Mine Safety Disclosures	27
Item 5	Other Information	27
Item 6	Exhibits	28
	Signatures	29
	Index of Exhibits	30

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

Statements in this quarterly report on Form 10-Q that are not historical facts may constitute “forward-looking statements,” including any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such statements, including as a result of the following factors, among others:

· our inability to make acquisitions of, or lease, aircraft on favorable terms;

· our inability to obtain additional financing on favorable terms, if required, to complete the acquisition of sufficient aircraft as currently contemplated or to fund the operations and growth of our business;

· our inability to obtain refinancing prior to the time our debt matures;

· impaired financial condition and liquidity of our lessees;

· deterioration of economic conditions in the commercial aviation industry generally;

· increased maintenance, operating or other expenses or changes in the timing thereof;

· changes in the regulatory environment;

· our inability to effectively deploy the net proceeds from our capital raising activities;

· potential natural disasters and terrorist attacks and the amount of our insurance coverage, if any, relating thereto; and

· the factors discussed under “Part I — Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2012 and other SEC filings.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STA TEMENTS

Air Lease Corporation and Subsidiaries

CONSOLIDATED BALAN CE SHEETS

(In thousands, except share and par value amounts)

	September 30, 2013			December 31, 2012
	(unaudited)
Assets
Cash and cash equivalents	$	221,680		$	230,089
Restricted cash	85,516			106,307

Flight equipment subject to operating leases	7,791,520			6,598,898
Less accumulated depreciation	(551,432		)	(347,035		)
	7,240,088			6,251,863

Deposits on flight equipment purchases	966,674			564,718
Deferred debt issue costs—less accumulated amortization of $46,489 and $32,288 as of September 30, 2013 and December 31, 2012, respectively	88,118			74,219
Other assets	206,225			126,428
Total assets	$	8,808,301		$	7,353,624
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	123,604		$	90,169
Debt financing, net of discounts	5,466,278			4,384,732
Security deposits and maintenance reserves on flight equipment leases	539,975			412,223
Rentals received in advance	53,589			41,137
Deferred tax liability	164,049			92,742
Total liabilities	$	6,347,495		$	5,021,003
Shareholders’ Equity
Preferred Stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding	$	—		$	—
Class A Common Stock, $0.01 par value; authorized 500,000,000 shares; issued and outstanding 99,924,963 and 99,417,998 shares at September 30, 2013 and December 31, 2012, respectively	991			991
Class B Non-Voting Common Stock, $0.01 par value; authorized 10,000,000 shares; issued and outstanding 1,829,339 shares at September 30, 2013 and December 31, 2012	18			18
Paid-in capital	2,202,731			2,198,501
Retained earnings	257,066			133,111
Total shareholders’ equity	$	2,460,806		$	2,332,621
Total liabilities and shareholders’ equity	$	8,808,301		$	7,353,624

See accompanying notes

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
	(unaudited)
Revenues
Rental of flight equipment	$	213,835		$	172,856		$	610,237		$	459,643
Interest and other	2,070			2,069			5,537			6,008
Total revenues	215,905			174,925			615,774			465,651

Expenses
Interest	41,946			35,248			125,644			91,308
Amortization of discounts and deferred debt issue costs	6,012			4,595			16,571			11,553
Interest expense	47,958			39,843			142,215			102,861

Depreciation of flight equipment	71,811			57,932			204,457			154,805
Selling, general and administrative	17,497			12,833			48,392			40,750
Stock-based compensation	3,751			7,124			17,839			24,548
Total expenses	141,017			117,732			412,903			322,964

Income before taxes	74,888			57,193			202,871			142,687
Income tax expense	(26,310		)	(20,182		)	(71,307		)	(50,577		)
Net income	$	48,578		$	37,011		$	131,564		$	92,110

Net income per share of Class A and Class B Common Stock:
Basic	$	0.48		$	0.37		$	1.30		$	0.91
Diluted	$	0.46		$	0.36		$	1.25		$	0.90
Weighted-average shares outstanding:
Basic	101,753,783			101,247,337			101,440,360			100,906,094
Diluted	109,227,709			107,875,105			108,784,560			107,574,616

See accompanying notes

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In thousands, except share amounts)

	Preferred Stock			Class A Common Stock				Class B Non-Voting Common Stock			Paid-in			Retained
(unaudited)	Shares	Amount		Shares		Amount		Shares	Amount		Capital			Earnings			Total
Balance at December 31, 2012	—	$	—	99,417,998		$	991	1,829,339	$	18	$	2,198,501		$	133,111		$	2,332,621
Issuance of restricted stock units	—	—		954,980		—		—	—		—			—			—
Exercise of stock options	—	—		167		—		—	—		—			—			—
Stock based compensation expense	—	—		—		—		—	—		17,839			—			17,839
Cash dividends	—	—		—		—		—	—		—			(7,609		)	(7,609		)
Tax withholding related to vesting of restricted stock units	—	—		(448,182	)	—		—	—		(13,609		)	—			(13,609		)
Net income	—	—		—		—		—	—		—			131,564			131,564
Balance at September 30, 2013	—	$	—	99,924,963		$	991	1,829,339	$	18	$	2,202,731		$	257,066		$	2,460,806

See accompanying notes

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended September 30,
	2013			2012
	(unaudited)
Operating Activities
Net income	$	131,564		$	92,110
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment	204,457			154,805
Stock-based compensation	17,839			24,548
Deferred taxes	71,307			50,573
Amortization of discounts and deferred debt issue costs	16,571			11,553
Changes in operating assets and liabilities:
Other assets	7,917			(20,114		)
Accrued interest and other payables	30,679			48,085
Rentals received in advance	12,452			10,936
Net cash provided by operating activities	492,786			372,496
Investing Activities
Acquisition of flight equipment under operating lease	(955,587		)	(1,651,831		)
Payments for deposits on flight equipment purchases	(631,758		)	(185,373		)
Acquisition of furnishings, equipment and other assets	(80,226		)	(71,484		)
Net cash used in investing activities	(1,667,571		)	(1,908,688		)
Financing Activities
Issuance of common stock	—			43
Cash dividends paid	(5,065		)	—
Tax withholdings related to vesting of restricted stock units	(13,609		)	(7,312		)
Net change in unsecured revolving facilities	819,000			(28,000		)
Proceeds from debt financings	615,871			2,042,389
Payments in reduction of debt financings	(355,975		)	(344,912		)
Restricted cash	20,791			(15,627		)
Debt issue costs	(29,020		)	(39,487		)
Security deposits and maintenance reserve receipts	135,611			108,968
Security deposits and maintenance reserve disbursements	(21,228		)	(21,994		)
Net cash provided by financing activities	1,166,376			1,694,068
Net increase/(decrease) in cash	(8,409		)	157,876
Cash and cash equivalents at beginning of period	230,089			281,805
Cash and cash equivalents at end of period	$	221,680		$	439,681
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $23,124 and $13,698 for the nine months ended September 30, 2013 and 2012	$	129,463		$	68,307
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest, deposits on flight equipment purchases and seller financing applied to acquisition of flight equipment	$	245,414		$	136,850
Cash dividends declared, not yet paid	$	2,544		$	—

See accompanying notes

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Air Lease Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Company Background and Overview

Air Lease Corporation (the “Company”, “ALC”, “we”, “our” or “us”) is incorporated in the State of Delaware and licensed to operate in the State of California. The Company is principally engaged in the leasing of commercial aircraft to airlines throughout the world. We supplement our leasing revenues by providing management services to investors and owners of aircraft portfolios, for which we receive fee-based revenue. These services include leasing, remarketing, and lease management and sales services, with the goal of helping our clients maximize lease and sale revenues. In addition to our leasing activities and management services, and depending on market conditions, we sell aircraft from our fleet to other leasing companies, financial services companies and airlines.

Note 2. Basis of Preparation

The Company consolidates financial statements of all entities in which we have a controlling financial interest, including the accounts of any Variable Interest Entity in which we have a controlling financial interest and for which we are determined to be the primary beneficiary. All material intercompany balances are eliminated in consolidation. The accompanying Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

The accompanying unaudited consolidated financial statements include all adjustments, including only normal, recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows at September 30, 2013, and for all periods presented. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results expected for the year ending December 31, 2013. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012.

Note 3. Debt Financing

The Company’s consolidated debt as of September 30, 2013 and December 31, 2012 are summarized below (in thousands):

	September 30, 2013			December 31, 2012
Unsecured
Senior notes	$	2,170,620		$	1,775,000
Revolving credit facilities	1,239,000			420,000
Term financings	265,155			248,916
Convertible senior notes	200,000			200,000
	3,874,775			2,643,916
Secured
Warehouse facilities	839,000			1,061,838
Term financings	691,329			688,601
Export credit financing	73,203			—
	1,603,532			1,750,439

Total secured and unsecured debt financing	5,478,307			4,394,355
Less: Debt discount	(12,029		)	(9,623		)
Total debt	$	5,466,278		$	4,384,732

At September 30, 2013, we were in compliance in all material respects with the covenants in our debt agreements, including our financial covenants concerning debt-to-equity, tangible net equity, unencumbered assets and interest coverage ratios.

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The Company’s secured obligations as of September 30, 2013 and December 31, 2012 are summarized below (in thousands, except number of aircraft which are reflected in units):

	September 30, 2013		December 31, 2012
Nonrecourse	$	859,494	$	1,085,941
Recourse	744,038		664,498
Total	$	1,603,532	$	1,750,439
Number of aircraft pledged as collateral	52		55
Net book value of aircraft pledged as collateral	$	2,479,319	$	2,728,636

Senior Unsecured Notes

On October 1, 2013, the Company issued $185.0 million in aggregate amount of senior unsecured notes in a private placement to institutional investors. The notes are comprised of $53.0 million of 3.64% senior unsecured notes due 2016 and $132.0 million of 4.49% senior unsecured notes due 2019.

On August 26, 2013, the Company received an investment grade corporate credit rating of BBB- from Standard and Poor’s Ratings Services (“S&P”) with a stable outlook. The BBB- rating was also assigned to the Company’s $2.0 billion senior unsecured notes due 2016, 2017, and 2020. Effective August 26, 2013, the additional interest of 0.50% per annum assessed on the senior unsecured notes due 2017 was eliminated due to the rating of the notes by S&P.

On June 26, 2013, the Company concluded its offer to exchange up to $151.6 million aggregate principal amount of new notes for any and all of its outstanding 7.375% senior unsecured notes due January 30, 2019, pursuant to a Senior Notes Indenture, dated as of March 16, 2012, as supplemented by a Supplemental Indenture, dated as of June 26, 2013. The Company issued $132.0 million aggregate principal amount of its 5.625% senior notes due 2017 in exchange for $125.4 million aggregate principal amount of the old notes.

On February 5, 2013, the Company issued $400.0 million in aggregate principal amount of senior unsecured notes due 2020 pursuant to the Company’s effective shelf registration statement previously filed with the SEC. The notes are senior unsecured obligations of the Company and bear interest at a rate of 4.75% per annum.

Unsecured Revolving Credit Facilities

On November 4, 2013, the Company increased the maximum amount for which it can borrow under its Syndicated Unsecured Revolving Credit Facility by $300.0 million to $2.0 billion. The Company previously amended its Syndicated Unsecured Revolving Credit Facility on May 7, 2013. Pursuant to the amendment, we increased the maximum amount for which we can borrow under this facility by $607.0 million to $1.7 billion, extended the availability period from 3 years to 4 years to May 2017, and reduced the pricing from LIBOR plus a margin of 1.75% with no LIBOR floor and an undrawn fee of 0.375% to LIBOR plus 1.45% with no LIBOR floor and a 0.30% facility fee.

Effective August 26, 2013, the pricing of our Syndicated Unsecured Revolving Credit Facility has been further reduced to LIBOR plus 1.25% with no LIBOR floor and a 0.25% facility fee as a result of the investment grade corporate credit rating of BBB- obtained from S&P.

The total amount outstanding under our unsecured revolving credit facilities was $1.2 billion and $420.0 million as of September 30, 2013 and December 31, 2012, respectively.

Secured Warehouse Facilities

On June 21, 2013, a wholly-owned subsidiary of the Company entered into an amendment and restatement of the “2010 Warehouse Facility”. The 2010 Warehouse Facility, as amended, provides the Company with financing of up to $1.0 billion, modified from the original facility size of $1.5 billion. The Company is able to draw on the 2010 Warehouse Facility, as amended, during an availability period that was extended from June 2013 to June 2015 with a subsequent four year term out option. The interest rate on the 2010 Warehouse Facility, as amended, was reduced from LIBOR plus 2.50% to LIBOR plus 2.25% on drawn balances and from 0.75% to 0.50% per annum on undrawn balances.

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As of September 30, 2013, the Company had borrowed $839.0 million under our Warehouse Facilities and pledged 32 aircraft as collateral with a net book value of $1.2 billion. As of December 31, 2012, the Company had borrowed $1.1 billion under the Warehouse Facilities and pledged 38 aircraft as collateral with a net book value of $1.6 billion. The Company had pledged cash collateral and lessee deposits of $75.8 million and $104.3 million at September 30, 2013 and December 31, 2012, respectively.

Secured Term Financings

In September 2013, the Company amended a portfolio of six secured term loans aggregating $168.3 million with one of its lenders. Pursuant to the amendments, we reduced the composite interest rate of the loans by 40 basis-points, extended certain loan maturities and improved the principal amortization profiles of the loans.

Maturities

Maturities of debt outstanding as of September 30, 2013 are as follows (in thousands):

Years ending December 31,
2013	$	46,270
2014	217,220
2015	267,209
2016	894,114
2017	2,645,140
Thereafter	1,408,354
Total(1)(2)	$	5,478,307

(1) As of September 30, 2013, the Company had $664.3 million of debt outstanding under the 2010 Warehouse Facility, as amended, for which the availability period expires in June 2015. The outstanding drawn balance at the end of the availability period may be converted at the Company’s option to an amortizing, four-year term loan and has been presented as such in the maturity schedule above.

(2) As of September 30, 2013, the Company had $1.2 billion of debt outstanding under our unsecured revolving credit facilities. The outstanding drawn balances may be rolled until the maturity date of each respective facility and have been presented as such in the maturity schedule above.

Note 4. Commitments and Contingencies

Aircraft Acquisition

As of September 30, 2013 we had commitments to acquire a total of 338 new aircraft for delivery as follows:

Aircraft Type	2013	2014	2015	2016	2017	Thereafter	Total
Airbus A320/321-200	4	13	6	—	—	—	23
Airbus A320/321 NEO	—	—	—	3	12	35	50
Airbus A350-900/1000(1)	—	—	—	—	—	30	30
Boeing 737-800	6	13	18	17	11	—	65
Boeing 737-8/9 MAX(2)	—	—	—	—	—	104	104
Boeing 777-300ER	—	5	9	1	—	—	15
Boeing 787-9/10	—	—	—	—	1	44	45
ATR 72-600	1	4	1	—	—	—	6
Total	11	35	34	21	24	213	338

(1) As of September 30, 2013, five of the Airbus A350-1000 aircraft were subject to reconfirmation.

(2) As of September 30, 2013, 20 of the Boeing 737-8 MAX aircraft were subject to reconfirmation.

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Commitments for the acquisition of these aircraft and other equipment at an estimated aggregate purchase price (including adjustments for inflation) of approximately $28.1 billion at September 30, 2013 are as follows (in thousands):

Years ending December 31,
2013	$	609,148
2014	2,311,910
2015	2,235,724
2016	1,312,001
2017	1,625,100
Thereafter	20,020,467
Total	$	28,114,350

We have made non-refundable deposits on the aircraft for which we have commitments to purchase of $966.7 million and $564.7 million as of September 30, 2013 and December 31, 2012, respectively, which are subject to manufacturer performance commitments. If we are unable to satisfy our purchase commitments, we may forfeit our deposits. Further, we would be subject to breach of contract claims by our lessees and manufacturers.

Note 5. Net Earnings Per Share

Basic net earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock; however, potential common equivalent shares are excluded if the effect of including these shares would be anti-dilutive. The Company’s two classes of common stock, Class A and Class B Non-Voting, have equal rights to dividends and income, and therefore, basic and diluted earnings per share are the same for each class of common stock.

Diluted net earnings per share takes into account the potential conversion of stock options, restricted stock units, and warrants using the treasury stock method and convertible notes using the if-converted method. For the three and nine months ended September 30, 2013, the Company excluded 150,000 shares related to stock options which were potentially dilutive securities from the computation of diluted earnings per share because including these shares would be anti-dilutive. For the three and nine months ended September 30, 2012, the Company excluded 3,358,408 shares related to stock options which were potentially dilutive securities from the computation of diluted earnings per share because including these shares would be anti-dilutive. In addition, the Company excluded 1,573,280 and 2,114,957 shares related to restricted stock units for which the performance metric had yet to be achieved as of September 30, 2013 and 2012, respectively.

The following table sets forth the reconciliation of basic and diluted net income per share (in thousands, except share amounts):

	Three Months Ended September 30,			Nine months Ended September 30,
	2013		2012	2013	2012
Basic net income per share:
Numerator
Net income	$	48,578	37,011	131,564	92,110
Denominator
Weighted-average common shares outstanding	101,753,783		101,247,337	101,440,360	100,906,094
Basic net income per share	$	0.48	0.37	1.30	0.91
Diluted net income per share:
Numerator
Net income	$	48,578	37,011	131,564	92,110
Assumed conversion of convertible senior notes	1,458		1,448	4,326	4,261
Net income plus assumed conversions	$	50,036	38,459	135,890	96,371
Denominator
Number of shares used in basic computation	101,753,783		101,247,337	101,440,360	100,906,094
Weighted-average effect of dilutive securities	7,473,926		6,627,768	7,344,200	6,668,522
Number of shares used in per share computation	109,227,709		107,875,105	108,784,560	107,574,616
Diluted net income per share	$	0.46	0.36	1.25	0.90

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Note 6. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring and Non-recurring Basis

The Company had no assets or liabilities which are measured at fair value on a recurring or non-recurring basis as of September 30, 2013 or December 31, 2012.

Financial Instruments Not Measured at Fair Value

The fair value of debt financing is estimated based on the quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities, which would be categorized as a Level 2 measurement in the fair value hierarchy. The estimated fair value of debt financing as of September 30, 2013 was $5,615.9 million compared to a book value of $5,466.3 million. The estimated fair value of debt financing as of December 31, 2012 was $4,517.6 million compared to a book value of $4,384.7 million.

The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet at September 30, 2013, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at September 30, 2013 approximates their carrying value as reported on the consolidated balance sheet. The fair value of all these instruments would be categorized as Level 1 of the fair value hierarchy.

Note 7. Stock-based Compensation

In accordance with the Amended and Restated Air Lease Corporation 2010 Equity Incentive Plan (“Plan”), the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) authorized under the Plan is approximately 8,193,088 as of September 30, 2013. Options are generally granted for a term of 10 years and generally vest over a three year period. There are two kinds of RSUs: those that vest based on the attainment of book-value goals and those that vest based on the attainment of Total Shareholder Return (“TSR”) goals. The book-value RSUs generally vest ratably over three to four years, if the performance condition has been met. Book-value RSUs for which the performance metric has not been met are forfeited. The TSR RSUs vest at the end of a three year period. The number of TSR RSUs that will ultimately vest is based upon the percentile ranking of the Company’s TSR among a peer group. The number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the extent to which the TSR metric is achieved.

The Company recorded $3.8 million and $7.1 million of stock-based compensation expense for the three months ended September 30, 2013 and 2012, respectively. Stock-based compensation expense for the nine months ended September 30, 2013 and 2012 totaled $17.8 million and $24.5 million, respectively.

Stock Options

A summary of stock option activity in accordance with the Company’s stock option plan as of September 30, 2013, and changes for the nine month period then ended, follows:

	Shares		Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)(1)
Balance at December 31, 2012	3,358,408		$	20.39	7.49	$	4,813
Granted	—		—		—	—
Exercised	(500	)	20.00		6.79	5
Forfeited/canceled	(250	)	20.00		—	2
Balance at September 30, 2013	3,357,658		$	20.39	6.75	$	24,571
Vested and exercisable as of September 30, 2013	3,357,658		$	20.39	6.75	$	24,571

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of our Class A Common Stock as of the respective date.

As of June 30, 2013, all of the Company’s outstanding employee stock options had fully vested. As a result, there was no stock-based compensation expense related to employee stock options for the three months ended September 30, 2013, compared to $3.0

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million for the three months ended September 30, 2012. Stock-based compensation expense related to employee stock options for the nine months ended September 30, 2013 and 2012 totaled $5.4 million and $8.8 million, respectively.

The following table summarizes additional information regarding exercisable and vested options at September 30, 2013:

	Options exercisable and vested
Range of exercise prices	Number of Shares	Weighted- Average Remaining Life (in years)
$20.00	3,207,658	6.7
$28.80	150,000	7.6
$20.00 - $28.80	3,357,658	6.7

Restricted Stock Units

Compensation cost for stock awards is measured at the grant date based on fair value and recognized over the vesting period. The fair value of book-value RSUs is determined based on the closing market price of the Company’s Class A Common Stock on the date of grant, while the fair value of TSR RSUs is determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free interest rate and expected dividends. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date until the vesting date and the historical volatilities were estimated based on a historical timeframe equal to the time from the valuation date until the end date of the performance period. Due to our limited stock history since the completion of our initial public offering on April 25, 2011, historical volatility was estimated based on all available information.

During the nine months ended September 30, 2013, the Company granted 418,484 RSUs of which 201,058 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2013:

	Unvested Restricted Stock Units
	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested at December 31, 2012	2,117,510		$	21.40
Granted	418,484		31.97
Vested	(954,980	)	20.86
Forfeited/canceled	(7,734	)	28.22
Unvested at September 30, 2013	1,573,280		24.51
Expected to vest after September 30, 2013(1)	1,561,321		24.50

(1) RSUs expected to vest reflect an estimated forfeiture rate.

The Company recorded $3.8 million and $4.1 million of stock-based compensation expense related to RSUs for the three months ended September 30, 2013 and 2012, respectively. The Company recorded $12.5 million and $15.7 million of stock-based compensation expense related to RSUs for the nine months ended September 30, 2013 and 2012, respectively.

As of September 30, 2013, there was $16.1 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs granted to employees. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures and is expected to be recognized over a weighted-average remaining period of 1.35 years.

Note 8. Litigation

On April 24, 2012, the Company was named as a defendant in a complaint filed in Superior Court of the State of California for the County of Los Angeles by American International Group, Inc. and ILFC (the “AIG/ILFC Complaint”). The complaint also names as defendants certain executive officers and employees of the Company. American International Group withdrew as a plaintiff on all but one cause of action that is not asserted against the Company.

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unspecified amount of damages and injunctive relief. The Company believes that it has meritorious defenses to these claims and intends to defend this matter vigorously. The amount or range of loss, if any, is not estimable at this time.

On August 15, 2013, the Company filed a cross-complaint against ILFC and AIG. Among other things, the cross-complaint, as amended, alleges breach of contract for the sale of goods in connection with an agreement entered into by AIG, acting on behalf of ILFC, in January 2010 to sell 25 aircraft to the entity that became Air Lease Corporation. It also alleges unfair competition by ILFC and AIG. The cross-complaint seeks compensatory damages in excess of $500 million.

Note 9. Related Party Transactions

In September 2013, the Company, through a limited liability company of which it is the sole member, entered into a purchase agreement to acquire a corporate aircraft. The right to purchase the corporate aircraft was formerly held by an entity controlled by Mr. Udvar-Házy, our Chairman and CEO, and not otherwise affiliated with the Company. The parties conducted this transaction on an arm’s-length basis. The Company believes, based on independent expert advice, that at the time the Company entered into the purchase agreement, the purchase price of the aircraft was significantly below the then-current fair market value for such aircraft. The Company reimbursed Mr. Udvar-Házy $6.8 million for deposits he paid to the manufacturer plus interest at a rate of 3.9% per annum.

During the three months ended September 30, 2013, the Company completed a marketed secondary public offering of 8,000,000 shares of its Class A Common Stock held by affiliates of Ares Management LLC, Leonard Green & Partners, L.P. and WL Ross & Co. LLC. The shares of Class A Common Stock were offered to the public at $26.75 per share. The Company did not issue any additional shares of Class A Common Stock and did not receive any proceeds in this transaction. The total number of shares of the Company’s Class A Common Stock outstanding did not change as a result of this offering.

As of September 30, 2013, one of our directors, Ian M. Saines, is Group Executive of the Institutional Banking and Markets division of Commonwealth Bank of Australia, a lender under the Syndicated Unsecured Revolving Credit Facility and the 2010 Warehouse Facility.

Note 10. Subsequent Events

On October 15, 2013, the Company entered into an exchange agreement with an existing security holder of the Company, pursuant to which the Company agreed to issue 1,829,339 shares of its Class A Common Stock to such security holder in exchange for an equal number of shares of the Company’s Class B Non-Voting Common Stock in a transaction (the “Exchange”) exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. Following the satisfaction of certain closing conditions, the Exchange closed on October 17, 2013. No commission or other remuneration was paid or given directly or indirectly for solicitation of the Exchange, and no cash consideration was paid for the shares of Class A Common Stock issued in the Exchange.

The Class A Common Stock and the Class B Non-Voting Common Stock are treated equally and identically, except with respect to voting rights and conversion rights. The Class A Common Stock and the Class B Non-Voting Common Stock have equal rights to dividends and income, and, therefore, the Company uses the total number of shares of outstanding common stock to compute basic net earnings per share and diluted earnings per share. As a result of the Exchange, the total number of outstanding shares of Class A Common Stock increased by 1,829,339 shares, and no shares of Class B Non-Voting Common Stock are issued or outstanding. The Exchange did not increase the total number of outstanding shares of the Company’s common stock.

On November 7, 2013, our board of directors approved our fourth consecutive quarterly cash dividend of $0.03 per share on our outstanding common stock. The dividend will be paid on January 7, 2014 to holders of record of our common stock as of December 17, 2013.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

During the quarter ended September 30, 2013, the Company continued to execute on our primary business plan to acquire new, fuel-efficient commercial aircraft from aircraft manufacturers and to lease those aircraft to airlines around the world. We grew our fleet through the acquisition of eight aircraft from our new order pipeline. We continued to supplement our leasing revenues by providing management services to investors and owners of aircraft portfolios, for which we receive fee-based revenue. These services include leasing, remarketing, and lease management and sales services, with the goal of helping our clients maximize lease and sale revenues. As of September 30, 2013, we managed four aircraft compared to three aircraft as of September 30, 2012. In addition to our leasing activities and management services, and depending on market conditions, we sell aircraft from our fleet to other leasing companies, financial services companies and airlines.

We ended the third quarter of 2013 with 182 aircraft comprised of 136 single-aisle narrowbody jet aircraft, 31 twin-aisle widebody jet aircraft and 15 turboprop aircraft, with a weighted average age of 3.6 years. We ended 2012 with 155 aircraft, comprised of 118 single-aisle narrowbody jet aircraft, 27 twin-aisle widebody jet aircraft and 10 turboprop aircraft, with a weighted average age of 3.5 years. Our fleet grew by 14.3% based on net book value to $7.2 billion as of September 30, 2013 compared to $6.3 billion as of December 31, 2012. All of the aircraft in our fleet were leased as of September 30, 2013 and December 31, 2012.

The acquisition and lease of additional aircraft resulted in a 23.7% increase in our rental revenue to $213.8 million for the quarter ended September 30, 2013 compared to $172.9 million for the quarter ended September 30, 2012. Rental revenue for the nine months ended September 30, 2013 increased 32.8% to $610.2 million, compared to $459.6 million for the nine months ended September 30, 2012. Due to the timing of aircraft deliveries the full impact on rental revenue for aircraft acquired during a given period will be reflected in subsequent periods.

We recorded earnings before income taxes of $74.9 million for the quarter ended September 30, 2013 compared to $57.2 million for the quarter ended September 30, 2012, an increase of $17.7 million or 30.9%. We recorded earnings before income taxes of $202.9 million for the nine months ended September 30, 2013 compared to $142.7 million for the nine months ended September 30, 2012, an increase of $60.2 million, or 42.2%. Our profitability increased year over year as our pretax profit margin increased to 34.7% for the quarter ended September 30, 2013 compared to 32.7% for the quarter ended September 30, 2012. Our pretax profit margin increased to 32.9% for the nine months ended September 30, 2013 compared to 30.6% for the nine months ended September 30, 2012. Diluted earnings per share increased to $0.46 for the quarter ended September 30, 2013 compared to $0.36 for the quarter ended September 30, 2012, an increase of 27.8%. Diluted earnings per share increased to $1.25 for the nine months ended September 30, 2013 compared to $0.90 for the nine months ended September 30, 2012, an increase of 38.9%.

During the quarter ended September 30, 2013, the Company received an investment grade corporate credit rating of BBB- from S&P, further broadening our access to attractively priced capital. Our financing plans remain focused on raising unsecured debt in the global bank and capital markets, reinvesting cash flow from operations and, to a limited extent, export credit financing. During the quarter ended September 30, 2013 and through November 7, 2013, we entered into additional unsecured debt facilities aggregating $517.0 million. The Company’s unsecured debt as a percentage of total debt increased to 70.7% as of September 30, 2013 from 60.2% as of December 31, 2012, while reducing our composite cost of funds to 3.46% from 3.94% as of December 31, 2012.

During the quarter ended September 30, 2013, the Company entered into a definitive purchase agreement with Boeing for the purchase of 30 787-10 aircraft and three additional 787-9 aircraft. Deliveries of these aircraft are scheduled to commence in 2019 and continue through 2023.

Our fleet

Portfolio metrics of our fleet as of September 30, 2013 and December 31, 2012 are as follows (dollars in thousands):

	September 30, 2013		December 31, 2012
Fleet size	182		155
Weighted-average fleet age(1)	3.6 years		3.5 years
Weighted-average remaining lease term(1)	7.0 years		6.8 years
Aggregate fleet net book value	$	7,240,088	$	6,251,863

(1) Weighted-average fleet age and remaining lease term calculated based on net book value.

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The following table sets forth the net book value and percentage of the net book value of our aircraft portfolio operating in the indicated regions as of September 30, 2013 and December 31, 2012 (dollars in thousands):

	September 30, 2013				December 31, 2012
Region	Net Book Value		% of Total		Net Book Value		% of Total
Asia/Pacific	$	3,007,887	41.5	%	$	2,245,002	35.9	%
Europe	2,573,881		35.6		2,398,531		38.4
Central America, South America and Mexico	844,121		11.7		788,189		12.6
U.S. and Canada	441,876		6.1		457,546		7.3
The Middle East and Africa	372,323		5.1		362,595		5.8
Total	$	7,240,088	100.0	%	$	6,251,863	100.0	%

The following table sets forth the number of aircraft we leased by aircraft type as of September 30, 2013 and December 31, 2012:

	September 30, 2013			December 31, 2012
Aircraft type	Number of Aircraft	% of Total		Number of Aircraft	% of Total
Airbus A319-100	7	3.8	%	7	4.5	%
Airbus A320-200	39	21.4		29	18.7
Airbus A321-200	6	3.3		5	3.2
Airbus A330-200	16	8.8		14	9.0
Airbus A330-300	5	2.7		3	1.9
Boeing 737-700	8	4.4		8	5.2
Boeing 737-800	44	24.2		38	24.5
Boeing 767-300ER	3	1.7		3	1.9
Boeing 777-200ER	1	0.6		1	0.7
Boeing 777-300ER	6	3.3		6	3.9
Embraer E175	8	4.4		8	5.2
Embraer E190	24	13.2		23	14.8
ATR 72-600	15	8.2		10	6.5
Total	182	100.0	%	155	100.0	%

As of September 30, 2013 we had commitments to acquire a total of 338 new aircraft for delivery as follows:

Aircraft Type	2013	2014	2015	2016	2017	Thereafter	Total
Airbus A320/321-200	4	13	6	—	—	—	23
Airbus A320/321 NEO	—	—	—	3	12	35	50
Airbus A350-900/1000(1)	—	—	—	—	—	30	30
Boeing 737-800	6	13	18	17	11	—	65
Boeing 737-8/9 MAX(2)	—	—	—	—	—	104	104
Boeing 777-300ER	—	5	9	1	—	—	15
Boeing 787-9/10	—	—	—	—	1	44	45
ATR 72-600	1	4	1	—	—	—	6
Total	11	35	34	21	24	213	338

(1) As of September 30, 2013, five of the Airbus A350-1000 aircraft were subject to reconfirmation.

(2) As of September 30, 2013, 20 of the Boeing 737-8 MAX aircraft were subject to reconfirmation.

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Our current lease placements are in line with expectations and are progressing well. As of September 30, 2013 we have entered into contracts for the lease of new aircraft scheduled to be delivered as follows:

Delivery year	Number of Aircraft	Number Leased	% Leased
2013	11	11	100.0	%
2014	35	35	100.0	%
2015	34	28	82.4
2016	21	5	23.8
2017	24	4	16.7
Thereafter	213	7	3.3
Total	338	90

Aircraft industry and sources of revenues

Our revenues are principally derived from operating leases with scheduled and charter airlines and we derive more than 90% of our revenues from airlines domiciled outside of the United States. As of September 30, 2013, we had 182 aircraft leased under operating leases to 79 airlines based in 45 countries and we anticipate that most of our revenues in the future will be generated from foreign lessees.

The airline industry is cyclical, economically sensitive, and highly competitive. Airlines and related companies are affected by fuel price volatility and fuel shortages, political and economic instability, natural disasters, terrorist activities, changes in national policy, competitive pressures, labor actions, pilot shortages, insurance costs, recessions, health concerns and other political or economic events adversely affecting world or regional trading markets. Our airline customers’ ability to react to and cope with the volatile competitive environment in which they operate, as well as our own competitive environment, will affect our revenues and income.

Despite industry cyclicality and current stresses, we remain optimistic about the long-term future of commercial aviation and the growing role that ALC will have in the fleet transactions which will facilitate its continued growth.

Liquidity and Capital Resources

Overview

As we grow our business, our financing strategy remains focused on raising unsecured debt in the global bank and capital markets, reinvesting cash flow from operations and limited utilization of export credit financing. In May 2013, the Company received a corporate credit rating of A- from Kroll Bond Ratings, followed by a second investment grade corporate credit rating of BBB- from S&P in August 2013 further broadening our access to attractively priced capital.

Our substantial cash requirements will continue as we expand our fleet through the existing aircraft purchase commitments in our pipeline. We will need to obtain additional financing to fund our commitments. However, we believe that we will have sufficient liquidity to satisfy the operating requirements of our business through the next twelve months.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. In addition, macro-economic conditions could hinder our business plans, which could, in turn, adversely affect our financing strategy.

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Debt

Our debt financing was comprised of the following at September 30, 2013 and December 31, 2012 (in thousands):

	September 30,			December 31,
	2013			2012

Unsecured
Senior notes	$	2,170,620		$	1,775,000
Revolving credit facilities	1,239,000			420,000
Term financings	265,155			248,916
Convertible senior notes	200,000			200,000
	3,874,775			2,643,916
Secured
Warehouse facilities	839,000			1,061,838
Term financings	691,329			688,601
Export credit financing	73,203			—
	1,603,532			1,750,439

Total secured and unsecured debt financing	5,478,307			4,394,355
Less: Debt discount	(12,029		)	(9,623		)
Total debt	$	5,466,278		$	4,384,732
Selected interest rates and ratios:
Composite interest rate(1)	3.46		%	3.94		%
Composite interest rate on fixed debt(1)	4.86		%	5.06		%
Percentage of total debt at fixed rate	50.99		%	53.88		%

(1) This rate does not include the effect of upfront fees, undrawn fees or issuance cost amortization

Senior Unsecured Notes

On October 1, 2013, the Company issued an aggregate $185.0 million of senior unsecured notes in a private placement to institutional investors. The notes are comprised of $53.0 million of 3.64% senior unsecured notes due 2016 and $132.0 million of 4.49% senior unsecured notes due 2019.

On August 26, 2013, the Company received an investment grade corporate credit rating of BBB- from Standard and Poor’s Ratings Services (“S&P”) with a stable outlook. The BBB- rating was also assigned to the Company’s $2.0 billion senior unsecured notes due 2016, 2017, and 2020. Effective August 26, 2013, the special interest of 0.50% per annum assessed on the senior unsecured notes due 2017 was eliminated due to the rating of the notes by S&P.

On June 26, 2013, the Company concluded its offer to exchange up to $151.6 million aggregate principal amount of new notes for any and all of its outstanding 7.375% Senior Unsecured Notes due January 30, 2019, pursuant to a Senior Notes Indenture, dated as of March 16, 2012, as supplemented by a Supplemental Indenture, dated as of June 26, 2013. The Company issued $132.0 million aggregate principal amount of its 5.625% Senior Notes due 2017 in exchange for $125.4 million aggregate principal amount of the old notes.

Unsecured Revolving Credit Facilities

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The total amount outstanding under our unsecured revolving credit facilities was $1.2 billion and $420.0 million as of September 30, 2013 and December 31, 2012, respectively.

Secured Warehouse Facilities

On June 21, 2013, a wholly-owned subsidiary of the Company entered into an amendment and restatement to the “2010 Warehouse Facility”. The 2010 Warehouse Facility, as amended, provides the Company with financing of up to $1.0 billion, modified from the original facility size of $1.5 billion. The Company is able to draw on the 2010 Warehouse Facility, as amended, during an availability period that was extended from June 2013 to June 2015 with a subsequent four year term out option. The interest rate on the 2010 Warehouse Facility, as amended, was reduced from LIBOR plus 2.50% to LIBOR plus 2.25% on drawn balances and from 0.75% to 0.50% per annum on undrawn balances.

Secured Term Financings

Credit Ratings

In May 2013, the Company received a corporate credit rating of A- from Kroll Bond Ratings, followed by a second investment grade corporate credit rating of BBB- from S&P in August 2013.

The following table summarizes our current credit ratings:

Rating Agency	Long-term Debt	Corporate Rating	Outlook	Date of Last Ratings Action
S&P	BBB-	BBB-	Stable Outlook	August 26, 2013
Kroll Bond Ratings	A-	A-	Stable Outlook	May 9, 2013

While a ratings downgrade would not result in a default under any of our debt agreements, it could adversely affect our ability to issue debt and obtain new financings, or renew existing financings, and it would increase the cost of such financings.

Liquidity

During the quarter ended September 30, 2013 and through November 7, 2013 we entered into additional unsecured debt facilities aggregating $517.0 million. We ended the third quarter of 2013 with total debt outstanding of $5.5 billion compared to $4.4 billion as of December 31, 2012. We continued to focus on diversifying our banking group to broaden our access to capital and as of September 30, 2013 and through November 7, 2013 had developed a 43 member, globally diversified banking group, which has provided us in excess of $4.5 billion in financing. We ended the third quarter of 2013 with total unsecured debt outstanding of $3.9 billion compared to $2.6 billion as of December 31, 2012, increasing the Company’s unsecured debt as a percentage of total debt to 70.7% as of September 30, 2013 compared to 60.2% as of December 31, 2012, while reducing our composite cost of funds to 3.46% from 3.94% as of December 31, 2012.

We increased our cash flows from operations by 32.3% to $492.8 million for the nine months ended September 30, 2013 compared to $372.5 million for the nine months ended September 30, 2012. Our cash flows from operations contributed significantly to our liquidity position. As of September 30, 2013 and through November 7, 2013, we have available liquidity of $1.5 billion which is comprised of unrestricted cash of $221.7 million, undrawn balances under our Warehouse Facilities and unsecured revolving credit facilities of $826.7 million, and other facilities arranged through November 7, 2013 of $485.0 million. We believe that we have sufficient liquidity to satisfy the operating requirements of our business through the next twelve months.

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Our financing plan for the remainder of 2013 is focused on continuing to raise unsecured debt in the global bank market and through international and domestic capital markets transactions, reinvesting cash flow from operations and to a limited extent through export credit financing.

Our liquidity plans are subject to a number of risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2012, some of which are outside of our control.

Results of Operations

The following table presents our historical operating results for the three and nine month periods ended September 30, 2013 and 2012 (in thousands):

	Three Months Ended September 30,						Nine months Ended September, 30
	2013			2012			2013			2012
	(unaudited)						(unaudited)
Revenues
Rental of flight equipment	$	213,835		$	172,856		$	610,237		$	459,643
Interest and other	2,070			2,069			5,537			6,008
Total revenues	215,905			174,925			615,774			465,651
Expenses
Interest	41,946			35,248			125,644			91,308
Amortization of discounts and deferred debt issue costs	6,012			4,595			16,571			11,553
Interest expense	47,958			39,843			142,215			102,861
Depreciation of flight equipment	71,811			57,932			204,457			154,805
Selling, general and administrative	17,497			12,833			48,392			40,750
Stock-based compensation	3,751			7,124			17,839			24,548
Total expenses	141,017			117,732			412,903			322,964
Income before taxes	74,888			57,193			202,871			142,687
Income tax expense	(26,310		)	(20,182		)	(71,307		)	(50,577		)
Net income	$	48,578		$	37,011		$	131,564		$	92,110

Net income per share of Class A and B Common Stock
Basic	$	0.48		$	0.37		$	1.30		$	0.91
Diluted	$	0.46		$	0.36		$	1.25		$	0.90

Other Financial Data
Adjusted net income(1)	$	54,911		$	44,602		$	153,879		$	115,415
Adjusted EBITDA(2)	$	197,933		$	161,467		$	565,939		$	422,683

(1) Adjusted net income (defined as net income before stock-based compensation expense and non-cash interest expense, which includes the amortization of discounts and debt issuance costs) is a measure of both operating performance and liquidity that is not defined by GAAP and should not be considered as an alternative to net income, income from operations or any other performance measures derived in accordance with GAAP. Adjusted net income is presented as a supplemental disclosure because management believes that it may be a useful performance measure that is used within our industry. We believe adjusted net income provides useful information on our earnings from ongoing operations, our ability to service our long-term debt and other fixed obligations, and our ability to fund our expected growth with internally generated funds. Set forth below is additional detail as to how we use adjusted net income as a measure of both operating performance and liquidity, as well as a discussion of the limitations of adjusted net income as an analytical tool and a reconciliation of adjusted net income to our GAAP net income and cash flow from operating activities.

Operating Performance: Management and our board of directors use adjusted net income in a number of ways to assess our consolidated financial and operating performance, and we believe this measure is helpful in identifying trends in our performance. We use adjusted net income as a measure of our consolidated operating performance exclusive of income and expenses that relate to the financing, income taxes, and capitalization of the business. Also, adjusted net income assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure and stock-based compensation expense from our operating results. In addition, adjusted net income helps management identify controllable expenses and make decisions designed to help us meet our current financial goals and optimize our financial performance. Accordingly, we believe this metric

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measures our financial performance based on operational factors that we can influence in the short term, namely the cost structure and expenses of the organization.

Liquidity: In addition to the uses described above, management and our board of directors use adjusted net income as an indicator of the amount of cash flow we have available to service our debt obligations, and we believe this measure can serve the same purpose for our investors.

Limitations: Adjusted net income has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are as follows:

· adjusted net income does not reflect (i) our cash expenditures or future requirements for capital expenditures or contractual commitments, or (ii) changes in or cash requirements for our working capital needs; and

· our calculation of adjusted net income may differ from the adjusted net income or analogous calculations of other companies in our industry, limiting its usefulness as a comparative measure.

The following tables show the reconciliation of net income and cash flows from operating activities, the most directly comparable GAAP measures of performance and liquidity, to adjusted net income (in thousands):

	Three Months Ended September 30,						Nine months Ended September 30,
	2013			2012			2013			2012
	(unaudited)						(unaudited)
Reconciliation of cash flows from operating activities to adjusted net income:
Net cash provided by operating activities	$	184,906		$	132,276		$	492,786		$	372,496
Depreciation of flight equipment	(71,811		)	(57,932		)	(204,457		)	(154,805		)
Stock-based compensation	(3,751		)	(7,124		)	(17,839		)	(24,548		)
Deferred taxes	(26,310		)	(20,182		)	(71,307		)	(50,573		)
Amortization of discounts and deferred debt issue costs	(6,012		)	(4,595		)	(16,571		)	(11,553		)
Changes in operating assets and liabilities:
Other assets	637			11,727			(7,917		)	20,114
Accrued interest and other payables	(25,216		)	(16,924		)	(30,679		)	(48,085		)
Rentals received in advance	(3,865		)	(235		)	(12,452		)	(10,936		)
Net income	48,578			37,011			131,564			92,110
Amortization of discounts and deferred debt issue costs	6,012			4,595			16,571			11,553
Stock-based compensation	3,751			7,124			17,839			24,548
Tax effect	(3,430		)	(4,128		)	(12,095		)	(12,796		)
Adjusted net income	$	54,911		$	44,602		$	153,879		$	115,415

	Three Months Ended September 30,						Nine months Ended September 30,
	2013			2012			2013			2012
	(unaudited)						(unaudited)
Reconciliation of net income to adjusted net income:
Net income	$	48,578		$	37,011		$	131,564		$	92,110
Amortization of discounts and deferred debt issue costs	6,012			4,595			16,571			11,553
Stock-based compensation	3,751			7,124			17,839			24,548
Tax effect	(3,430		)	(4,128		)	(12,095		)	(12,796		)
Adjusted net income	$	54,911		$	44,602		$	153,879		$	115,415

(2) Adjusted EBITDA (defined as net income before net interest expense, stock-based compensation expense, income tax expense, and depreciation and amortization expense) is a measure of both operating performance and liquidity that is not defined by GAAP and should not be considered as an alternative to net income, income from operations or any other performance measures derived in accordance with GAAP. Adjusted EBITDA is presented as a supplemental disclosure because management believes that it may be a useful performance measure that is used within our industry. We believe adjusted EBITDA provides useful information on our earnings from ongoing operations, our ability to service our long-term debt and other fixed obligations, and our ability to fund our expected growth with internally generated funds. Set forth below is additional detail as to how we use adjusted EBITDA as a measure of both operating performance and liquidity, as well as a discussion of the limitations of adjusted EBITDA as an analytical tool and a reconciliation of adjusted EBITDA to our GAAP net income and cash flow from operating activities.

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Operating Performance: Management and our board of directors use adjusted EBITDA in a number of ways to assess our consolidated financial and operating performance, and we believe this measure is helpful in identifying trends in our performance. We use adjusted EBITDA as a measure of our consolidated operating performance exclusive of income and expenses that relate to the financing, income taxes, and capitalization of the business. Also, adjusted EBITDA assists us in comparing our operating performance on a consistent basis as it removes the impact of our capital structure and stock-based compensation expense from our operating results. In addition, adjusted EBITDA helps management identify controllable expenses and make decisions designed to help us meet our current financial goals and optimize our financial performance. Accordingly, we believe this metric measures our financial performance based on operational factors that we can influence in the short term, namely the cost structure and expenses of the organization.

Liquidity: In addition to the uses described above, management and our board of directors use adjusted EBITDA as an indicator of the amount of cash flow we have available to service our debt obligations, and we believe this measure can serve the same purpose for our investors.

Limitations: Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Some of these limitations are as follows:

· adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

· adjusted EBITDA does not reflect changes in or cash requirements for our working capital needs;

· adjusted EBITDA does not reflect interest expense or cash requirements necessary to service interest or principal payments on our debt; and

· other companies in our industry may calculate this measure differently from how we calculate this measure, limiting its usefulness as a comparative measure.

	Three Months Ended September 30,						Nine months Ended September 30,
	2013			2012			2013			2012
	(unaudited)						(unaudited)
Reconciliation of cash flows from operating activities to adjusted EBITDA:
Net cash provided by operating activities	$	184,906		$	132,276		$	492,786		$	372,496
Depreciation of flight equipment	(71,811		)	(57,932		)	(204,457		)	(154,805		)
Stock-based compensation	(3,751		)	(7,124		)	(17,839		)	(24,548		)
Deferred taxes	(26,310		)	(20,182		)	(71,307		)	(50,573		)
Amortization of discounts and deferred debt issue costs	(6,012		)	(4,595		)	(16,571		)	(11,553		)
Changes in operating assets and liabilities:
Other assets	637			11,727			(7,917		)	20,114
Accrued interest and other payables	(25,216		)	(16,924		)	(30,679		)	(48,085		)
Rentals received in advance	(3,865		)	(235		)	(12,452		)	(10,936		)
Net income	48,578			37,011			131,564			92,110
Net interest expense	47,483			39,218			140,772			100,643
Income taxes	26,310			20,182			71,307			50,577
Depreciation	71,811			57,932			204,457			154,805
Stock-based compensation	3,751			7,124			17,839			24,548
Adjusted EBITDA	$	197,933		$	161,467		$	565,939		$	422,683

	Three Months Ended September 30,				Nine months Ended September 30,
	2013		2012		2013		2012
	(unaudited)				(unaudited)
Reconciliation of net income to adjusted EBITDA:
Net income	$	48,578	$	37,011	$	131,564	$	92,110
Net interest expense	47,483		39,218		140,772		100,643
Income taxes	26,310		20,182		71,307		50,577
Depreciation	71,811		57,932		204,457		154,805
Stock-based compensation	3,751		7,124		17,839		24,548
Adjusted EBITDA	$	197,933	$	161,467	$	565,939	$	422,683

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Three months ended September 30, 2013, compared to the three months ended September 30, 2012

Rental revenue

As of September 30, 2013, we had grown our fleet to 182 aircraft with a net book value of $7.2 billion and recorded $213.8 million in rental revenue for the three months then ended, which included overhaul revenue of $7.3 million. In the prior year, as of September 30, 2012, we owned 142 aircraft with a net book value of $5.9 billion and recorded $172.9 million in rental revenue for the three months then ended, which included overhaul revenue of $6.7 million. The increase in rental revenue was attributable to the acquisition and lease of additional aircraft. We expect rental revenue to continue to increase as we add aircraft to our fleet.

All of the aircraft in our fleet were leased as of September 30, 2013 and September 30, 2012.

Interest expense

Interest expense totaled $48.0 million for the three months ended September 30, 2013 compared to $39.8 million for the three months ended September 30, 2012. The change was primarily due to an increase in our average outstanding debt balances, partially offset by a decrease in our composite interest rate, resulting in a $6.7 million increase in interest and an increase of $1.4 million in amortization of discounts and deferred debt issue costs. We expect that our interest expense will increase as our average debt balance outstanding continues to increase.

Depreciation expense

We recorded $71.8 million in depreciation expense of flight equipment for the three months ended September 30, 2013 compared to $57.9 million for the three months ended September 30, 2012. The increase in depreciation expense for the three months ended September 30, 2013, compared to the three months ended September 30, 2012, is attributable to the acquisition of additional aircraft. We expect depreciation expense to continue to increase as we add aircraft to our fleet.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $17.5 million for the three months ended September 30, 2013 compared to $12.8 million for the three months ended September 30, 2012. Selling, general and administrative expense as a percentage of revenue increased to 8.1% for the three months ended September 30, 2013 compared to 7.3% for the three months ended September 30, 2012. As we continue to add new aircraft to our portfolio, we expect over the long-term selling, general and administrative expense to decrease as a percentage of our revenue.

Stock-based compensation expense

As of June 30, 2013, all of the Company’s outstanding employee stock options had fully vested. As a result, stock-based compensation expense totaled $3.8 million for the three months ended September 30, 2013 compared to $7.1 million for the three months ended September 30, 2012. The decrease is also attributable to the effects of the expense recognition pattern related to our book-value RSUs, which is calculated based on a tranche by tranche vesting schedule. See Note 8 of Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about stock-based compensation.

Taxes

The effective tax rate for the three months ended September 30, 2013 was 35.1% compared to 35.3% for the three months ended September 30, 2012. The change in effective tax rate for the respective periods is due to the effect of changes in permanent differences as well as the effect of discrete tax items related to stock-based compensation.

Net income

For the three months ended September 30, 2013, the Company reported consolidated net income of $48.6 million, or $0.46 per diluted share, compared to consolidated net income of $37.0 million, or $0.36 per diluted share, for the three months ended September 30, 2012. The increase in net income for 2013, compared to 2012, was primarily attributable to the acquisition and lease of additional aircraft.

Table of Contents

Nine months ended September 30, 2013, compared to the nine months ended September 30, 2012

Rental revenue

As of September 30, 2013, we had grown our fleet to 182 aircraft with a net book value of $7.2 billion and recorded $610.2 million in rental revenue for the nine months then ended, which included overhaul revenue of $23.5 million. In the prior year, as of September 30, 2012, we owned 142 aircraft with a net book value of $5.9 billion and recorded $459.6 million in rental revenue for the nine months then ended, which included overhaul revenue of $17.0 million. The increase in rental revenue was attributable to the acquisition and lease of additional aircraft. We expect rental revenue to continue to increase as we add aircraft to our fleet.

All of the aircraft in our fleet were leased as of September 30, 2013 and September 30, 2012.

Interest expense

Interest expense totaled $142.2 million for the nine months ended September 30, 2013 compared to $102.9 million for the nine months ended September 30, 2012. The change was primarily due to an increase in our average outstanding debt balances, partially offset by a decrease in our composite interest rate, resulting in a $34.3 million increase in interest and an increase of $5.0 million in amortization of discounts and deferred debt issue costs. We expect that our interest expense will increase as our average debt balance outstanding continues to increase.

Depreciation expense

We recorded $204.5 million in depreciation expense of flight equipment for the nine months ended September 30, 2013 compared to $154.8 million for the nine months ended September 30, 2012. The increase in depreciation expense for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012, is attributable to the acquisition of additional aircraft. We expect depreciation expense to continue to increase as we add aircraft to our fleet.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $48.4 million for the nine months ended September 30, 2013 compared to $40.8 million for the nine months ended September 30, 2012. Selling, general and administrative expense as a percentage of revenue decreased to 7.9% for the nine months ended September 30, 2013 compared to 8.8% for the nine months ended September 30, 2012. As we continue to add new aircraft to our portfolio, we expect over the long-term selling, general and administrative expense to decrease as a percentage of our revenue.

Stock-based compensation expense

Stock-based compensation expense totaled $17.8 million for the nine months ended September 30, 2013 compared to $24.5 million for the nine months ended September 30, 2012. This decrease is primarily a result of the expense recognition pattern related to our book-value RSUs, which is calculated based on a tranche by tranche vesting schedule, as well as the effects of our stock options fully vesting as of June 30, 2013. This decrease was partially offset by grants made in 2012 and 2013, as the full impact on stock-based compensation expense for the 2012 and 2013 grants will be reflected in subsequent periods. See Note 8 of Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about stock-based compensation.

Taxes

The effective tax rate for the nine months ended September 30, 2013 was 35.1% compared to 35.4% for the nine months ended September 30, 2012. The change in effective tax rate for the respective periods is due to the effect of changes in permanent differences as well as the effect of discrete tax items related to stock-based compensation.

Net income

For the nine months ended September 30, 2013, the Company reported consolidated net income of $131.6 million, or $1.25 per diluted share, compared to consolidated net income of $92.1 million, or $0.90 per diluted share, for the nine months ended September 30, 2012. The increase in net income for 2013, compared to 2012, was primarily attributable to the acquisition and lease of additional aircraft.

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Contractual Obligations

Our contractual obligations as of September 30, 2013 are as follows (in thousands):

	2013		2014	2015	2016	2017	Thereafter	Total
Long-term debt obligations (1)(2)	$	46,270	217,220	267,209	894,114	2,645,140	1,408,354	5,478,307
Interest payments on debt outstanding(3)	55,310		176,094	182,283	169,459	97,976	98,054	779,176
Purchase commitments	609,148		2,311,910	2,235,724	1,312,001	1,625,100	20,020,467	28,114,350
Operating leases	491		2,024	2,083	2,129	2,181	17,967	26,875
Total	$	711,219	2,707,248	2,687,299	2,377,703	4,370,397	21,544,842	34,398,708

(3) Future interest payments on floating rate debt are estimated using floating rates in effect at September 30, 2013.

Off-Balance Sheet Arrangements

We have not established any unconsolidated entities for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. We have, however, from time to time established subsidiaries and created partnership arrangements or trusts for the purpose of leasing aircraft or facilitating borrowing arrangements.

Critical Accounting Policies

The Company’s critical accounting policies reflecting management’s estimates and judgments are described in our Annual Report on Form 10-K for the year ended December 31, 2012. The Company has reviewed recently adopted accounting pronouncements and determined that the adoption of such pronouncements is not expected to have a material impact, if any, on its consolidated financial statements. Accordingly, there have been no changes to critical accounting policies in the three months ended September 30, 2013.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of changes in value of a financial instrument, caused by fluctuations in interest rates and foreign exchange rates. Changes in these factors could cause fluctuations in our results of operations and cash flows. We are exposed to the market risks described below.

Interest Rate Risk

The nature of our business exposes us to market risk arising from changes in interest rates. Changes, both increases and decreases, in our cost of borrowing, as reflected in our composite interest rate, directly impact our net income. Our lease rental stream is generally fixed over the life of our leases, whereas we have used floating-rate debt to finance a significant portion of our aircraft acquisitions. As of September 30, 2013 and December 31, 2012, we had $2.7 billion and $2.0 billion in floating-rate debt, respectively. If interest rates increase, we would be obligated to make higher interest payments to our lenders. If we incur significant fixed-rate debt in the future, increased interest rates prevailing in the market at the time of the incurrence of such debt would also increase our interest expense. If the composite rate on our floating-rate debt were to increase by 1.0%, we would expect to incur additional interest expense on our existing indebtedness of approximately $27.0 million and $20.0 million as of September 30, 2013 and December 31, 2012, respectively, each on an annualized basis, which would put downward pressure on our operating margins. The increase in additional interest expense the Company would incur is primarily due to an increase in total floating-rate debt outstanding as of September 30, 2013 compared to December 31, 2012.

We also have interest rate risk on our forward lease placements. This is caused by us setting a fixed lease rate in advance of the delivery date of an aircraft. The delivery date is when a majority of the financing for an aircraft is arranged. We partially mitigate the risk of an increasing interest rate environment between the lease signing date and the delivery date of the aircraft, by having interest rate adjusters in a majority of our forward lease contracts which would adjust the final lease rate upward if certain benchmark interest rates are higher at the time of delivery of the aircraft than at the lease signing date.

Foreign Exchange Rate Risk

The Company attempts to minimize currency and exchange risks by entering into aircraft purchase agreements and a majority of lease agreements and debt agreements with U.S. dollars as the designated payment currency. Thus, most of our revenue and expenses are denominated in U.S. dollars. As of September 30, 2013 and December 31, 2012, 1.4% and 2.5%, respectively, of our lease revenues were denominated in Euros. The decrease in lease revenues denominated in Euros is primarily due to the full impact on rental revenue of aircraft acquired in prior periods. As our principal currency is the U.S. dollar, weakness in the U.S. dollar as compared to other major currencies should not have a significant impact on our future operating results.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Certifying Officers, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We have evaluated, under the supervision and with the participation of management, including the Certifying Officers, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of September 30, 2013. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at September 30, 2013.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Among other things, the complaint, as amended, alleges breach of fiduciary duty, misappropriation of trade secrets, the wrongful recruitment of ILFC employees, and the wrongful diversion of potential ILFC leasing opportunities. The complaint seeks an unspecified amount of damages and injunctive relief. The Company believes that it has meritorious defenses to these claims and intends to defend this matter vigorously. The amount or range of loss, if any, is not estimable at this time.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those discussed under “Part I—Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ending December 31, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

Table of Contents

ITEM 6. EXHIBITS

10.1†		Purchase Agreement No. PA-03791, dated July 3, 2012, by and between Air Lease Corporation and The Boeing Company

10.2†		Supplemental Agreement No. 2 to Purchase Agreement No. 03791, dated September 13, 2013, by and between Air Lease Corporation and The Boeing Company

10.3†		Supplemental Agreement No. 2 to Purchase Agreement No. PA-03659, dated September 13, 2013, by and between Air Lease Corporation and The Boeing Company

12.1		Computation of Ratio of Earnings to Fixed Charges

31.1		Certification of the Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chairman and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

† The registrant has omitted confidential portions of the referenced exhibit and filed such confidential portions separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

* Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

‡ Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AIR LEASE CORPORATION

November 7, 2013	/s/ Steven F. Udvar-Házy
	Steven F. Udvar-Házy
	Chairman and Chief Executive Officer
	(Principle Executive Officer)

November 7, 2013	/s/ Gregory B. Willis
	Gregory B. Willis
	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Table of Contents

INDEX TO EXHIBITS

10.1†		Purchase Agreement No. PA-03791, dated July 3, 2012, by and between Air Lease Corporation and The Boeing Company

10.2†		Supplemental Agreement No. 2 to Purchase Agreement No. 03791, dated September 13, 2013, by and between Air Lease Corporation and The Boeing Company

10.3†		Supplemental Agreement No. 2 to Purchase Agreement No. PA-03659, dated September 13, 2013, by and between Air Lease Corporation and The Boeing Company

12.1		Computation of Ratio of Earnings to Fixed Charges

31.1		Certification of the Chairman and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Senior Vice President and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chairman and Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

‡ Management contract or compensatory plan or arrangement.

EXHIBIT 10.1

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

PURCHASE AGREEMENT NUMBER PA-03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Relating to Boeing Model 737-8 and 737-9 Aircraft

HAZ-PA-03791

PA Page 1

BOEING PROPRIETARY

TABLE OF CONTENTS

ARTICLES
Article 1.	Quantity, Model and Description
Article 2.	Delivery Schedule
Article 3.	Price
Article 4.	Payment
Article 5.	Additional Terms

TABLE
1A.	737-8 Aircraft Information Table
1B.	737-9 Aircraft Information Table

EXHIBIT
A1.	737-8 Aircraft Configuration
A2.	737-9 Aircraft Configuration
B.	Aircraft Delivery Requirements and Responsibilities

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

LETTER AGREEMENTS
LA-1208077	AGTA Matters
LA-1208078	Advance Payment Matters
LA-1208079	[ * ]
LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083	[ * ]
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software
LA-1208087	Open Matters for 737-8 and 737-9 Aircraft
LA-1208088	Performance Matters
LA-1208089	[ * ]
LA-1208090	Special Matters
LA-1208091	AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092	[ * ]

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

HAZ-PA-03791

PA Page 2

BOEING PROPRIETARY

LA-1208958	[ * ]
LA-1208963	[ * ]
LA-1209052	[ * ]

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

HAZ-PA-03791

PA Page 3

BOEING PROPRIETARY

Purchase Agreement No. PA-03791

between

The Boeing Company

and

Air Lease Corporation

This Purchase Agreement No. PA-03791 between The Boeing Company, a Delaware corporation, ( Boeing ) and Air Lease Corporation, a Delaware corporation, ( Customer ) relating to the purchase and sale of Model 737-8 and 737-9 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, ( Purchase Agreement ) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of September 30, 2010 between the parties, identified as HAZ-AGTA ( AGTA ).

1. Quantity, Model and Description .

The aircraft to be delivered to Customer will be designated as Model 737-8 aircraft ( 737-8 Aircraft ) and 737-9 aircraft ( 737-9 Aircraft ), (collectively, the Aircraft ). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A1 and Exhibit A2 in the quantities listed in Table 1A and Table 1B (collectively Table 1 ) to the Purchase Agreement.

2. Delivery Schedule .

The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

3. Price .

3.1 Aircraft Basic Price . The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

3.2 Advance Payment Base Prices . The Advance Payment Base Prices listed in Table 1 were calculated using the 737-8 Airframe Price and average optional features price as of the date of this Purchase Agreement escalated at a rate of [ * ] to the scheduled delivery year.

4. Payment .

4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft ( Deposit ).

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

HAZ-PA-03791

PA Page 4

BOEING PROPRIETARY

4.2 The standard advance payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of [ * ], less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.

4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.

4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.

5. Additional Terms .

5.1 Aircraft Information Table . Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.

5.2 Escalation Adjustment/Airframe and Optional Features . Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula.

5.3 Buyer Furnished Equipment Variables . Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.

5.4 Customer Support Variables . Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1.

5.5 [ * ] . Supplemental Exhibit EE1 contains the applicable [ * ], the engine warranty and the engine patent indemnity for the Aircraft.

5.6 Service Life Policy Component Variables . Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

5.7 Public Announcement . Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative.

5.8 Negotiated Agreement; Entire Agreement . This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and

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

HAZ-PA-03791

PA Page 5

BOEING PROPRIETARY

EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES , has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.

AGREED AND ACCEPTED this

July 3, 2012
Date

THE BOEING COMPANY		AIR LEASE CORPORATION

/s/ Katherine B. Gunal		/s/ Grant Levy
Signature		Signature

Katherine B. Gunal		Grant Levy
Printed name		Printed name

Attorney-in-fact		Executive Vice President
Title		Title

HAZ-PA-03791

PA Page 6

BOEING PROPRIETARY

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

Airframe Model/MTOW:	737-8	181200 pounds	Detail Specification:	D019A007-B (5/18/2012)	4Q11 External Fcst~4Q11 External Fcst - Engines
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	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[ * ] 2017	1	43294**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			*[]**	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43295**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43296**	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	60387	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43297 43298	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]	1	43328**	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43302**	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43299 43300*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43301	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43303, 60388	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43304* 43316	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43305 43306	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43307 43315	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]	2	43308* 43309	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43310 43313*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43311 43312	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43317* 43318 43319	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43320 43321	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43323 43324 43345*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43325 43327*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43347 43329* 43330	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]	2	43331 43332*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43335 43334	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43338 43336	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43340* 43341	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43342 43343 43344*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43349 43350 43351*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43352 43354	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43355* 43357	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]	2	43358* 43359	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43361 43362 43377	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43363 43364 43378	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43366 43367*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	3	43368 43369 43370*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43372 43373	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43375 43376*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43380	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]	1	43382	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43383 43384*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43386*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43387*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43388	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43390	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43392	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[ * ] 2022			[*]	[*]	[*]	[*]	[*]	[*]
Total:	82

[ * ]

* [ * ]

** [*]

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

Airframe Model/MTOW:	737-9	194700 pounds	Detail Specification:	D019A007-B (5/18/2012)	4Q11 External Fcst~4Q11 External Fcst - Engines
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	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*] 2020	1	43322*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43326, 60389	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43333	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43314	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43337*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**	1	43339	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43339	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43353*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43356	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43360, 60390	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43365	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43371*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43374	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43379	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]	1	43381	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43393	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43385	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43389*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43346	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43391	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43348	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022			[*]	[*]	[*]	[*]	[*]	[*]
Total:	22

[ * ]

* [ * ]

737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A1 to Purchase Agreement Number PA-03791

HAZ-PA-03791-EXA1

EXA Page 1

BOEING PROPRIETARY

Exhibit A1

AIRCRAFT CONFIGURATION

Dated __________, 2012

relating to

BOEING MODEL 737-8 AIRCRAFT

The content of this Exhibit A1 will be defined pursuant to the provisions of Letter Agreement HAZ-PA-03791-LA-1208087 to the Purchase Agreement, entitled “Open Matters for 737-8 and 737-9 Aircraft”.

HAZ-PA-03791-EXA1

EXA Page 2

BOEING PROPRIETARY

737-9 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A2 to Purchase Agreement Number PA-03791

HAZ-PA-03791-EXA2

EXA Page 1

BOEING PROPRIETARY

Exhibit A2

AIRCRAFT CONFIGURATION

Dated __________, 2012

relating to

BOEING MODEL 737-9 AIRCRAFT

The content of this Exhibit A2 will be defined pursuant to the provisions of Letter Agreement HAZ-PA-03791-LA-1208087 to the Purchase Agreement, entitled “Open Matters for 737-8 and 737-9 Aircraft”.

HAZ-PA-03791-EXA2

EXA Page 2

BOEING PROPRIETARY

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit B to Purchase Agreement Number PA-03791

HAZ-PA-03791-EXB

EXB Page 1

BOEING PROPRIETARY

Exhibit B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

1. GOVERNMENT DOCUMENTATION REQUIREMENTS .

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents . Not later than [ * ] prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than [ * ] prior to delivery of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.

Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.

1.2 Certificate of Sanitary Construction .

1.2.1 U.S. Registered Aircraft . Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft.

1.2.2 Non-U.S. Registered Aircraft . If Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice thereof to Boeing at least [ * ] prior to deliver y. Boeing will then use commercially reasonable efforts to obtain the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to commercial passenger-configured aircraft.

1.3 Customs Documentation .

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

HAZ-PA-03791-EXB

EXB Page 2

BOEING PROPRIETARY

1.3.1 Import Documentation . If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than [ * ] prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.

1.3.2 General Declaration - U.S . If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than [ * ] prior to delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.

If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than [ * ] prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.

1.3.3 Export Declaration - U.S . If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection ( CBP ), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP.

2. Insurance Certificates .

Unless provided earlier, Customer or Customer’s Lessee will provide to Boeing [ * ] , prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.

3. NOTICE OF FLYAWAY CONFIGURATION .

Not later than [ * ] prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include:

(i) the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training (planned to be conducted during the ferry flight), the method of payment for such fuel, and fuel load for the ferry flight;

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

HAZ-PA-03791-EXB

EXB Page 3

BOEING PROPRIETARY

(ii) the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;

(iii) any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft;

(iv) a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

(v) a complete ferry flight itinerary.

4. DELIVERY ACTIONS BY BOEING .

4.1 Schedule of Inspections . All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules.

4.2 Schedule of Demonstration Flights . All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.

4.3 Schedule for Customer’s Flight Crew . Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.

4.4 Fuel Provided by Boeing . Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft.

Aircraft Model	Fuel Provided
737	[ * ]
747	[ * ]
757	[ * ]
767	[ * ]
777	[ * ]
787	[ * ]

4.5 Flight Crew and Passenger Consumables . Boeing will provide reasonable quantities of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.

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

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subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s subsidiary to Customer.

4.7 Delegation of Authority . If specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution of Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.

5. DELIVERY ACTIONS BY CUSTOMER .

5.1 Aircraft Radio Station License . At delivery Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log . At delivery Customer will provide the Aircraft Flight Log for the Aircraft.

5.3 Delegation of Authority . Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer’s Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.

5.4 TSA Waiver Approval . Customer may be required to have an approved Transportation Security Administration ( TSA ) waiver for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.

5.5 Electronic Advance Passenger Information System . Should the ferry flight of an Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System ( eAPIS ). Customer needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.

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ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit AE1

to Purchase Agreement Number PA-03791

HAZ-PA-03791-AE1

AE1 Page 1

BOEING PROPRIETARY

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

1. Formula .

Airframe and Optional Features price adjustments ( Airframe Price Adjustment ) are used to allow prices to be stated in current year dollars at the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following formula:

P a = [ * ]

Where:

P a = [ * ]

P = [ * ]

L = [ * ]

Where:

ECI b is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement);

ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Employment Cost Index for NAICS Manufacturing – Total Compensation (BLS Series ID CIU2013000000000I), calculated by establishing a three (3) month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the 11 th , 12 th , and 13 th months prior to the month of scheduled delivery of the applicable Aircraft. As the Employment Cost Index values are only released on a quarterly basis, the value released for the first quarter will be used for the months of January, February, and March; the value released for the second quarter will be used for the months of April, May, and June; the value released for the third quarter will be used for the months of July, August, and September; the value released for the fourth quarter will be used for the months of October, November, and December.

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

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M = [ * ]

Where:

CPI b is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement); and

CPI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index – All Urban Consumers (BLS Series ID CUUR0000SA0), calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11 th , 12 th , and 13 th months prior to the month of scheduled delivery of the applicable Aircraft.

As an example, for an Aircraft scheduled to be delivered in the month of July, the months of June, July, and August of the preceding year will be utilized in determining the value of ECI and CPI.

Note:

(i) In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

(ii) [ * ]

(iii) [ * ]

(iv) The [ * ] ( base year indices ) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics. The actual average values are calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th months prior to the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement.

(v) The final value of P a will be rounded to the nearest dollar.

(vi) The Airframe Price Adjustment will not be made if it will result in a decrease in the Aircraft Basic Price.

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

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2. Values to be Utilized in the Event of Unavailability.

2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine the ECI and CPI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within twenty-four (24) months after delivery of the Aircraft, the Bureau of Labor Statistics should resume releasing values for the months needed to determine the Airframe Price Adjustment, such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the Aircraft from that determined at the time of delivery of the Aircraft.

2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base year for determination of the ECI and CPI values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1 in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase Agreement.

2.4 If within twelve (12) months of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be issued for the Airframe Price Adjustment difference. [ * ]

Note:

(i) The values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the ECI and CPI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the

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

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time of delivery. The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject always to paragraph 2.4 above.

(ii) The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be four (4), where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater.

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BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

Air Lease Corporation

Supplemental Exhibit BFE1

to Purchase Agreement Number PA-03791

HAZ-PA-03791-BFE1

BFE1 Page 1

BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection .

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

Galley System	[ * ]

Galley Inserts	[ * ]

Seats (passenger)	[ * ]

Overhead & Audio System	[ * ]

In-Seat Video System	[ * ]

Miscellaneous Emergency Equipment	[ * ]

Cargo Handling Systems* (Single Aisle Programs only)	[ * ]

*[ * ]

** [ * ]

Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before [ * ] after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting ( ITCM ).

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

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2. On-dock Dates and Other Information .

On or before [ * ] prior to delivery , Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet ( MBF in My Boeing Configuration ( MBC ). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:

For planning purposes, preliminary BFE on-dock dates:

Scheduled Month/Year of Delivery:	Qty	Seats	Galleys / Furnishings	Antennas & Mounting Equipment	Avionics	Cabin Systems Equipment	Miscellaneous/ Emergency Equipment	Textiles / Raw Material	Cargo Systems	Provision Kits	Radomes
[ * ]	16	[ * ]
[ * ]	4
[ * ]	33
[ * ]	32
[ * ]	15
Total	100

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

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3. Additional Delivery Requirements - Import .

Customer will be the “ importer of record ” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism ( C-TPAT ), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

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CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit CS1-1

to Purchase Agreement Number PA-03791

HAZ-PA-03791-CS1-1

CS1-1 Page 1

BOEING PROPRIETARY

CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

Customer and Boeing will conduct planning conferences approximately twelve (12) months prior to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a customized Customer Support Program to be furnished by Boeing in support of the Aircraft.

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below.

1. Maintenance Training .

1.1 Airplane General Familiarization Course; one (1) class of twenty-four (24) students;

1.2 Mechanical/Power Plant Systems Course; two (2) classes of fifteen (15) students;

1.3 Electrical Systems Course; two (2) classes of fifteen (15) students;

1.4 Avionics Systems Course; two (2) classes of fifteen (15) students;

1.5 Corrosion Prevention & Control Course; one (1) class of ten (10) students;

1.6 Aircraft Rigging Course; one (1) class of six (6) students;

1.7 Composite Repair for Technicians - Basic; one (1) class of eight (8) students;

1.8 Training materials will be provided to each student. In addition, one set of training materials used in Boeing’s training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customer’s own training program.

2. Flight Training .

2.1 Transition training for six (6) flight crews (12 pilots) in two (2) classes [1 Aircraft]; OR Transition training for eight (8) flight crews (16 pilots) in two (2) classes [ > 2 Aircraft]. The training will consist of ground school (utilizing computer based training), fixed base simulator, full flight simulator and actual aircraft training on Customer’s Aircraft.

2.2 Flight Dispatcher training; one (1) class of six (6) students [1 Aircraft]; OR Flight Dispatcher training; two (2) classes of six (6) students [ > 2 Aircraft].

2.3 Flight Attendant training; one (1) class of twelve (12) students [1 Aircraft]; OR Flight Attendant training; two (2) classes of twelve (12) students [ > 2 Aircraft].

2.4 Performance Engineer training in Boeing’s regularly scheduled courses; schedules are published twice yearly.

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2.5 Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, Flight Attendant Manuals, etc. will be provided for use in Customer’s own training program.

2.6 Additional Flight Operations Services :

(i) Boeing flight crew personnel to assist in ferrying the first aircraft to Customer’s main base;

(ii) Instructor pilots for sixty (60) calendar days for revenue service training assistance [1 Aircraft]; OR Instructor pilots for ninety (90) calendar days for revenue service training assistance [ > 2 Aircraft]

(iii) An instructor pilot to visit Customer six (6) months after revenue service training to review Customer’s flight crew operations for a two (2) week period.

3. Planning Assistance .

3.1 Maintenance Engineering . Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

3.1.1 Maintenance Planning Assistance . Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on site visit to Customer’s main base to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.1.3 GSE/Shops/Tooling Consulting . Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.1.4 Maintenance Engineering Evaluation . Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

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3.2 Spares .

(i)	Recommended Spares Parts List ( RSPL ) . A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program.

(ii)	Illustrated Parts Catalog ( IPC ) . A customized IPC in accordance with ATA 100 will be provided.

(iii)	Provisioning Training . Provisioning training will be provided for Customer’s personnel at Boeing’s facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Boeing RSPL.

(iv)	Spares Provisioning Conference . A provisioning conference will be conducted, normally at Boeing’s facilities where technical data and personnel are available.

4. Technical Data and Documents .

4.1 Flight Operations .

Airplane Flight Manual

Flight Crew Operations Manual

Quick Reference Handbook

Weight and Balance Manual Chapter 1 Control and Loading

Dispatch Deviation Guide

Flight Crew Training Manual

Fault Reporting Manual

Jet Transport Performance Methods

FMC Supplementary Data Document

Operational Performance Software

ETOPS Guide Vol. III

4.2 Maintenance .

Aircraft Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Structural Repair Manual

Component Maintenance Manual

Standard Overhaul Practices Manual – Chapter 20

Standard Wiring Practices Manual – Chapter 20

Nondestructive Test Manual

Service Bulletins and Index

Fault Isolation Manual

Fuel Measuring Stick Manual

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Powerplant Buildup Manual (except Rolls Royce)

All Operators Letters

Service Letters

Structural Item Interim Advisory

Combined Index

Maintenance Tips

4.3 Maintenance Planning .

Maintenance Planning Data Document

Maintenance Task Cards and Index

Airline Maintenance Inspection Intervals

ETOPS Guide Vol. II

ETOPS Configuration, Maintenance and Procedures

4.4 Spares .

Illustrated Parts Catalog

Standards Books

4.5 Facilities and Equipment Planning .

Maintenance Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Illustrated Tool and Equipment Manual

Airplane Recovery Document

Airplane Characteristics for Airport Planning Document

Airplane Rescue and Fire Fighting Information

Engine Ground Handling Document

ETOPS Guide Vol. I

4.6 Supplier Technical Data .

Service Bulletins and Index

Ground Support Equipment List

Component Maintenance Manuals

Publications Index

Product Support Supplier Directory

Assembly Drawings

Spare Part Price Catalog

Overhaul Manual/Component Maintenance Manual Index

Supplier Product Support and Assurance Agreements Documents (Vol. I & II)

HAZ-PA-03791-CS1-1

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CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit CS1-2

to Purchase Agreement Number PA-03791

HAZ-PA-03791-CS1-2

CS1-2 Page 1

BOEING PROPRIETARY

CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below.

1. Maintenance Training .

1.1 Mechanical/Power Plant Course; one (1) class of fifteen (15) students;

1.2 Electrical Systems Course; one (1) class of fifteen (15) students;

1.3 Avionics Systems Course; one (1) class of fifteen (15) students;

1.4 Aircraft Rigging Course; one (1) class of six (6) students;

1.5 Advanced Composite Repair Course; one (1) class of eight (8) students.

1.6 Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customer’s own training program.

2. Flight Training .

2.1 Boeing will provide one classroom course to acquaint up to eight (8) students (four (4) flight crews) with operational, systems and performance differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.

2.2 Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program, including Computer Based Training Courseware, instrument panel wall charts, Flight Attendant Manuals, etc. will be provided for use in Customer’s own training program.

3. Planning Assistance .

3.1 Maintenance Engine ering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

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3.1.2 ETOPS Maintenance Planning Assistance . Upon request, Boeing will provide one (1) on site visit to Customer’s main base to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by the Customer.

3.1.3 GSE/Shops/Tooling Consulting . Upon request, Boeing will provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.2 Spares .

(i) Recommended Spares Parts List ( RSPL ) . A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program.

(ii) Illustrated Parts Catalog ( IPC ) . A customized IPC in accordance with ATA 100 will be provided.

(iii) Provisioning Training . Provisioning training will be provided for Customer’s personnel at Boeing’s facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Boeing RSPL.

(iv) Spares Provisioning Conference . A provisioning conference will be conducted, normally at Boeing’s facilities where technical data and personnel are available.

4. Technical Data and Documents .

The following will be provided in mutually agreed formats and quantities:

4.1 Flight Operations .

Airplane Flight Manual

Flight Crew Operations Manual

Quick Reference Handbook

Weight and Balance Manual Chapter 1 Control and Loading

Dispatch Deviation Guide

Flight Crew Training Manual

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Jet Transport Performance Methods

Fault Reporting Manual

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III

4.2 Maintenance .

Aircraft Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Fault Isolation Manual

Structural Repair Manual

Component Maintenance Manual

Standard Overhaul Practices Manual Chapter 20

Standard Wiring Practices Manual Chapter 20

Nondestructive Test Manual

Service Bulletins and Index

Fuel Measuring Stick Manual Document

Powerplant Buildup Manual

Combined Index

All Operators Letters

Structural Item Interim Advisory

Combined Index

Service Letters

Maintenance Tips

4.3 Maintenance Planning .

Maintenance Planning Data Document

Maintenance Task Cards and Index

Airline Maintenance Inspection Intervals

4.4 Spares .

Illustrated Parts Catalog

Standards Books

4.5 Facilities and Equipment Planning .

Maintenance Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Illustrated Tool and Equipment Manual

AirplaneRecovery Document

Airplane Characteristics for Airport Planning Document

Aircraft Rescue and Firefighting Information

Engine Ground Handling Document

ETOPS Configuration, Maintenance and Procedures for

ETOPS Guide

ETOPS Guide Vol II

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4.6 Supplier Technical Data .

Service Bulletins

Ground Support Equipment List

Component Maintenance Manuals

Overhaul Manual/Component Maintenance Manual Index

Publications Index

Product Support Supplier Directory

Assembly Drawings (add this document)

Supplier Product Support and Assurance Agreements Documents (Vol. I & II)

Assembly Drawings

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[ * ],

ENGINE WARRANTY AND PATENT INDEMNITY

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit EE1

to Purchase Agreement Number PA-03791

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

HAZ-PA-03791-EE1

EE1 Page 1

BOEING PROPRIETARY

[ * ]

ENGINE WARRANTY AND PATENT INDEMNITY

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

1. [ * ]

2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN .

Boeing has obtained from CFM International, Inc. (or CFM International, S.A., as the case may be) ( CFM ) the right to extend to Customer the provisions of CFM’s warranty as set forth below (herein referred to as Warranty ); subject, however, to Customer’s acceptance of the conditions set forth herein. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the provisions of CFM’s Warranty as hereinafter set forth, and such Warranty shall apply to all CFM56-7 and CFM-LEAP-1B type Engines (including all Modules and Parts thereof) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and CFM have executed, or hereafter execute, a General Terms Agreement, then the terms of that Agreement shall be substituted for and supersede the provisions of paragraphs 2.1 through 2.10 below and paragraphs 2.1 through 2.10 below shall be of no force or effect and neither Boeing nor CFM shall have any obligation arising therefrom. In consideration for Boeing’s extension of the CFM Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such CFM56-7 and CFM-LEAP-1B type Engines and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. In addition, Customer hereby releases and discharges CFM from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such CFM56-7 and CFM-LEAP-1B type Engines except as otherwise expressly assumed by CFM in such CFM Warranty or General Terms Agreement between Customer and CFM and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities.

2.1 Title . CFM warrants that at the date of delivery, CFM has legal title to and good and lawful right to sell its CFM56-7 and CFM-LEAP type Engine and Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.

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

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2.2 Patents .

2.2.1 CFM shall handle all claims and defend any suit or proceeding brought against Customer insofar as based on a claim that any product or part furnished under this Agreement constitutes an infringement of any patent of the United States, and shall pay all damages and costs awarded therein against Customer. This paragraph shall not apply to any product or any part manufactured to Customer’s design or to the aircraft manufacturer’s design. As to such product or part, CFM assumes no liability for patent infringement.

2.2.2 CFM’s liability hereunder is conditioned upon Customer promptly notifying CFM in writing and giving CFM authority, information and assistance (at CFM’s expense) for the defense of any suit. In case said equipment or part is held in such suit to constitute infringement and the use of said equipment or part is enjoined, CFM shall expeditiously, at its own expense and at its option, either (i) procure for Customer the rights to continue using said product or part; (ii) replace the same with a satisfactory and non-infringing product or part; or (iii) modify the same so it becomes satisfactory and non-infringing. The foregoing shall constitute the sole remedy of Customer and the sole liability of CFM for patent infringement.

2.2.3 The above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Customer as part of the installed equipment on CFM56-7 and CFM-LEAP-1B powered Aircraft.

2.3 Initial Warranty . CFM warrants that CFM56-7 and CFM-LEAP-1B Engine products will conform to CFM’s applicable specifications and will be free from defects in material and workmanship prior to Customer’s initial use of such products.

2.4 Warranty Pass-On .

2.4.1 If requested by Customer and agreed to by CFM in writing, CFM will extend warranty support for Engines sold by Customer to commercial airline operators, or to other aircraft operators, owners or lessors. Such warranty support will be limited to the New Engine Warranty, New Parts Warranty, Ultimate Life Warranty and Campaign Change Warranty and will require such operator(s) to agree in writing to be bound by and comply with all the terms and conditions, including the limitations, applicable to such warranties.

2.4.2 Any warranties set forth herein shall not be transferable to a third party, merging company or an acquiring entity of Customer, except as allowed under the conditions for assignment set forth in Letter Agreement HAZ-PA-03791-LA-1208080, Assignment of Customer’s Interest to a Subsidiary or Affiliate.

2.4.3 In the event Customer is merged with, or acquired by, another aircraft operator which has a general terms agreement with CFM, the Warranties as set forth herein shall apply to the Engines, Modules, and Parts.

2.5 New Engine Warranty .

2.5.1 CFM warrants each new Engine and Module against Failure for the initial 3000 Flight Hours as follows:

(i) Parts Credit Allowance will be granted for any Failed Parts.

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BOEING PROPRIETARY

(ii) Labor Allowance for disassembly, reassembly, test and Parts repair of any new Engine Part will be granted for replacement of Failed Parts.

(iii) Such Parts Credit Allowance, Test and Labor Allowance will be: One hundred percent (100%) from new to two thousand five hundred (2,500) Flight Hours and decreasing pro rata from one hundred percent (100%) at two thousand five hundred (2,500) Flight Hours to zero percent (0%) at three thousand (3,000) Flight Hours.

2.5.2 As an alternative to the above allowances, CFM shall, upon request of Customer:

(i) Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility designated by CFM at no charge to Customer for the first two thousand five hundred (2,500) Flight Hours and at a charge to Customer increasing pro rata from zero percent (0%)of CFM’s repair cost at two thousand five hundred (2,500) Flight Hours to one hundred percent (100%) of such CFM repair costs at three thousand (3,000) Flight Hours.

(ii) Transportation to and from the designated facility shall be at Customer’s expense.

2.6 New Parts Warranty . In addition to the warranty granted for new Engines and new Modules, CFM warrants Engine and Module Parts as follows:

2.6.1 During the first one thousand (1,000) Flight Hours for such Parts and Expendable Parts, CFM will grant one hundred percent (100%) Parts Credit Allowance or Labor Allowance for repair labor for failed Parts.

2.6.2 CFM will grant a pro rata Parts Credit Allowance for Scrapped Parts decreasing from one hundred percent (100%) at one thousand (1,000) Flight Hours Part Time to zero percent (0%) at the applicable hours designated in Table 1.

2.7 Ultimate Life Warranty .

2.7.1 CFM warrants Ultimate Life limits on the following Parts:

(i) Fan and Compressor Disks/Drums

(ii) Fan and Compressor Shafts

(iii) Compressor Discharge Pressure Seal ( CDP )

(iv) Turbine Disks

(v) HPT Forward and Stub Shaft

(vi) LPT Driving Cone

(vii) LPT Shaft and Stub Shaft

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BOEING PROPRIETARY

2.7.2 CFM will grant a pro rata Parts Credit Allowance decreasing from one hundred percent (100%) when new to zero percent at twenty-five thousand (25,000) Flight Hours or fifteen thousand (15,000) Flight Cycles, whichever comes earlier. Credit will be granted only when such Parts are permanently removed from service by a CFM or a U.S. and/or French Government imposed Ultimate Life limitation of less than twenty-five thousand (25,000) Flight Hours or fifteen thousand (15,000) Flight Cycles.

2.8 Campaign Change Warranty .

2.8.1 A campaign change will be declared by CFM when a new Part design introduction, Part modification, Part Inspection, or premature replacement of an Engine or Module is required by a mandatory time compliance CFM Service Bulletin or FAA Airworthiness Directive. Campaign change may also be declared for CFM Service Bulletins requesting new Part introduction no later than the next Engine or Module shop visit. CFM will grant the following Parts Credit Allowances:

Engines and Modules

(i) One hundred percent (100%) for Parts in inventory or removed from service when new or with two thousand five hundred (2,500) Flight Hours or less total Part Time.

(ii) Fifty percent (50%) for Parts in inventory or removed from service with over two thousand five hundred (2,500) Flight Hours since new, regardless of warranty status.

2.8.2 Labor Allowance - CFM will grant one hundred percent (100%) Labor Allowance for disassembly, reassembly, modification, testing, or Inspection of CFM supplied Engines, Modules, or Parts therefore when such action is required to comply with a mandatory time compliance CFM Service Bulletin or FAA Airworthiness Directive. A Labor Allowance will be granted by CFM for other CFM issued Service Bulletins if so specified in such Service Bulletins.

2.8.3 Life Controlled Rotating Parts retired by Ultimate Life limits including FAA and/or EASA Airworthiness Directive, are excluded from Campaign Change Warranty.

2.9 Limitations . THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFORE, AND IN NO EVENT SHALL CFM’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER’S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.

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BOEING PROPRIETARY

2.10 Indemnity and Contribution .

2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9. ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR IMPUTED.

2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES OF LITIGATION AND ATTORNEYS’ FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY CFM EXCEED ITS ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER’S OBLIGATION TO INDEMNIFY CFM HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFM IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR PROCEEDING IN WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER’S LIABILITY IS OTHERWISE LIMITED.

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BOEING PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit SLP1

to Purchase Agreement Number PA-03791

HAZ-PA-03791-SLP1

SLP1 Page 1

BOEING PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 737-8 and 737-9 AIRCRAFT

This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of Purchase Agreement No. PA-03791.

1. Wing .

(i)	Upper and lower wing skins and stiffeners between the forward and rear wing spars.

(ii)	Wing spar webs, chords and stiffeners.

(iii)	Inspar wing ribs.

(iv)	Inspar splice plates and fittings.

(v)	Main landing gear support structure.

(vi)	Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams.

(vii)	Wing-to-body structural attachments.

(viii)	Engine strut support fittings attached directly to wing primary structure.

(ix)	Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps.

(x)	Trailing edge flap tracks and carriages.

(xi)	Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure.

2. Body .

(i)

External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

HAZ-PA-03791-SLP1

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BOEING PROPRIETARY

(ii)	Window and windshield structure but excluding the windows and windshields.

(iii)	Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals.

(iv)	Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear support structure.

(v)	Main gear wheel well structure including pressure deck and landing gear beam support structure.

(vi)	Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.

(vii)	Forward and aft pressure bulkheads.

(viii)	Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead including splices.

(ix)	Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

(x)	Support structure in the body for the stabilizer pivot and stabilizer screw.

3. Vertical Stabilizer .

(i)	External skins between front and rear spars.

(ii)	Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings.

(iii)	Inspar ribs.

(iv)	Rudder hinges and supporting ribs, excluding bearings.

(v)	Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators.

(vi)	Rudder internal, fixed attachment and actuator support structure.

HAZ-PA-03791-SLP1

SLP1 Page 3

BOEING PROPRIETARY

4. Horizontal Stabilizer .

(i)	External skins between front and rear spars.

(ii)	Front and rear spar chords, webs and stiffeners.

(iii)	Inspar ribs.

(iv)	Stabilizer center section including hinge and screw support structure.

(v)	Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators.

(vi)	Elevator internal, fixed attachment and actuator support structure.

5. Engine Strut .

(i)	Strut external surface skin and doublers and stiffeners.

(ii)	Internal strut chords, frames and bulkheads.

(iii)	Strut to wing fittings and diagonal brace.

(iv)	Engine mount support fittings attached directly to strut structure and including the engine-mounted support fittings.

6. Main Landing Gear .

(i)	Outer cylinder.

(ii)	Inner cylinder, including axles.

(iii)	Upper and lower side struts, including spindles, universals and reaction links.

(iv)	Drag strut.

(v)	Orifice support tube.

(vi)	Downlock links including spindles and universals.

(vii)	Torsion links.

(viii)	Bell crank.

(ix)	Trunnion link.

(x)	Actuator beam, support link and beam arm.

7. Nose Landing Gear .

(i)	Outer cylinder.

(ii)	Inner cylinder, including axles.

(iii)	Orifice support tube.

(iv)	Upper and lower drag strut, including lock links.

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BOEING PROPRIETARY

(v)	Steering plates and steering collars.

(vi)	Torsion links.

NOTE: The Service Life Policy does not cover any bearings, bolts, bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in or on the SLP Components.

HAZ-PA-03791-SLP1

SLP1 Page 5

BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208077

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	AGTA 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 ) 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 and the Aircraft General Terms Agreement HAZ-AGTA between Boeing and Customer dated September 30, 2010 ( AGTA ).

1. [ * ]

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

HAZ-PA-03791-LA-1208077
AGTA Matters		Page 1

BOEING PROPRIETARY

2. [ * ]

3. [ * ]

4. [ * ]

5. [ * ]

6. [ * ]

7. [ * ]

8. [ * ]

[ * ]

9. [ * ]

10. [ * ]

11. [ * ]

12. [ * ]

13. [ * ]

14. [ * ]

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

HAZ-PA-03791-LA-1208077
AGTA Matters		Page 2
BOEING PROPRIETARY

15. Assignment .

16. 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 will 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 16) 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 16. Customer shall be fully responsible to Boeing for compliance with such obligations.

HAZ-PA-03791-LA-1208077
AGTA Matters		Page 3
BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-03791-LA-1208077
AGTA Matters		Page 4
BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208078

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 )

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 ).

HAZ-PA-03791-LA-1208078
Advance Payment Matters		Page 1

BOEING PROPRIETARY

[ * ]		[ * ]

[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]
[ * ]		[ * ]

1.2 [ * ]

2. [ * ]

3. Assignment .

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

HAZ-PA-03791-LA-1208078
Advance Payment Matters		Page 2

BOEING PROPRIETARY

4. 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 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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-03791-LA-1208078
Advance Payment Matters		Page 3

BOEING PROPRIETARY

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

HAZ-PA-03791-LA-1208079

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 )

[ * ]

1. [ * ]

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

HAZ-PA-03791-LA-1208079
[ * ]		Page 1

BOEING PROPRIETARY

2. [ * ]

3. [ * ]

4. [ * ]

5. [ * ]

6. Assignment .

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.

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

HAZ-PA-03791-LA-1208079
[ * ]		Page 2

BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208079
[ * ]		Page 3

BOEING PROPRIETARY

Airframe Model/MTOW:	737-8	175900 pounds	Detail Specification: D019A001-TBD (10/27/2011)
Engine Model/Thrust:	CFM-LEAP-[*]	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:		[ * ]

		Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Factor	Adv Payment Base	At Signing	24 Mos.	21/18/12/9/6 Mos.	Total
Date	Aircraft	(Airframe)	Price Per A/P	[*]	[*]	[*]	[*]
[*] 2018	14	[*]	[*]	[*]	[*]	[*]	[*]
[*]	14	[*]	[*]	[*]	[*]	[*]	[*]
[*]	19	[*]	[*]	[*]	[*]	[*]	[*]
[*]	15	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022	1	[*]	[*]	[*]	[*]	[*]	[*]
Total:	49

[*]

*[*]

Airframe Model/MTOW:	737-9	188000 pounds	Detail Specification: D019A001-TBD (10/27/2011)
Engine Model/Thrust:	CFM-LEAP-[*]	0 pounds	Airframe Price Base Year/Escalation Formula:	Jul-11	ECI-MFG/CPI
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:		[*]

		Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	(Airframe)	[*]	[*]	[*]	[*]	[*]
[*] 2018	0	[*]	[*]	[*]	[*]	[*]	[*]
[*]	0	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]
[*]	5	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022	5	[*]	[*]	[*]	[*]	[*]	[*]
Total:	11

[*]

*[*]

Airframe Model/MTOW:	737-9	194700 pounds	Detail Specification: D019A007-B (5/18/2012)
Engine Model/Thrust:	CFM-LEAP-[*]	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		[*]	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		[*]	[*]	[*]	[*]	[*]
[*] 2018		43294	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]		43295	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43296	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43297	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43298	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]

		Manufacturer	Escalation		Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		[*]	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		[*]	[*]	[*]	[*]	[*]
[*]		43299 43300*	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43301 43328	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43302 43303	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43304* 43316	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43305 43306	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43307 43315	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43308* 43309	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43310 43313*	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]

		Manufacturer	Escalation		Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		[*]	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		[*]	[*]	[*]	[*]	[*]
[*]		43311 43312	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43317* 43318 43319	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43320 43321	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43323 43324 43345*	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		43325 43327*	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]		43347 43329* 43330	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]		43331 43332*	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]		43335 43334	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]		[*]	[*]	[*]	[*]	[*]

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	[*]	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)	[*]	[*]	[*]	[*]	[*]
[*]		43338 43336	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43340* 43341	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43342 43343 43344*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43349 43350 43351*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43352 43354	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43355* 43357	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43358* 43359	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43361 43362 43377	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	[*]	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)	[*]	[*]	[*]	[*]	[*]
[*]		43363 43364 43378	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43366 43367*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43368 43369 43370*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43372 43373	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43375 43376*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43380	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43382	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43383 43384*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	[*]	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)	[*]	[*]	[*]	[*]	[*]
[*]		43386*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43387*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43388	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43390	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43392	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022			[*]	[*]	[*]	[*]	[*]	[*]
Total:	80

[*]

*[*]

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208080

Air Lease Corporation

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

Subject:		Assignment of Customer’s Interest to a Subsidiary or Affiliate

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 )

The terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision in the Purchase Agreement.

1. [ * ]

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

HAZ-PA-03791-LA-1208080
Assignment of Customer’s Interest to a Subsidiary or Affiliate		Page 1
	BOEING PROPRIETARY

2. [ * ]

3. Assignment .

This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in whole or in part.

4. 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 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.

HAZ-PA-03791-LA-1208080
Assignment of Customer’s Interest to a Subsidiary or Affiliate		Page 2
	BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-03791-LA-1208080
Assignment of Customer’s Interest to a Subsidiary or Affiliate		Page 3
	BOEING PROPRIETARY

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

HAZ-PA-03791-LA-1208081

Air Lease Corporation

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

Subject:	Other 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 )

1. [ * ]

[ * ]

2. [ * ]

2.1 [ * ]

2.2 [ * ]

2.3 [ * ]

3. [ * ]

4. [ * ]

5. [ * ]

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

HAZ-PA-03791-LA-1208081
Other Matters		Page 1
	BOEING PROPRIETARY

6. Exhibit B, Article 1.2.2, Certificate of Sanitary Construction .

[ * ], Boeing agrees to use reasonable efforts to obtain a Certificate of Sanitary Construction for Customer’s non U.S. registered aircraft. It is understood by Customer that the Certificate of Sanitary Construction is issued by the U.S. public health service and Boeing may not be able to obtain a certificate if the U.S. health service is not willing to provide for a non-U.S. registered aircraft.

7. Assignment .

8. 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 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.

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

HAZ-PA-03791-LA-1208081
Other Matters		Page 2
	BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-03791-LA-1208081
Other Matters		Page 3
	BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208082

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Demonstration Flight Waiver

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 )

Definition of Terms:

Correction Costs : Customer's direct labor costs and the cost of any material required to correct a Flight Discrepancy where direct labor costs are equal to the Warranty Labor Rate in effect between the parties at the time such labor is expended.

Flight Discrepancy : A failure or malfunction of an Aircraft, or the accessories, equipment or parts installed on the Aircraft which results from a defect in the Aircraft, Boeing Product, engine or Supplier Product or a nonconformance to the Detail Specification for the Aircraft.

The AGTA provides that each aircraft will be test flown prior to delivery for the purpose of demonstrating the functioning of such Aircraft and its equipment to Customer; however, Customer may elect to waive this test flight. For each test flight waived, Boeing agrees to provide Customer [ * ].

Further, Boeing agrees to reimburse Customer for any Correction Costs incurred as a result of the discovery of a Flight Discrepancy during the first flight of the aircraft by Customer following delivery to the extent such Correction Costs are not covered under a warranty provided by Boeing, the engine manufacturer or any of Boeing’s suppliers.

Should a Flight Discrepancy be detected by Customer which requires the return of the Aircraft to Boeing's facilities at Seattle, Washington, so that Boeing may correct such Flight Discrepancy, Boeing and Customer agree that title to and risk of loss of

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

HAZ-PA-03791-LA-1208082
Demonstration Flight Waiver		Page 1
	BOEING PROPRIETARY

such Aircraft will remain with Customer. In addition, it is agreed that Boeing will have responsibility for the Aircraft while it is on the ground at Boeing's facilities in Seattle, Washington, as is chargeable by law to a bailee for mutual benefit, but Boeing shall not be liable for loss of use.

To be reimbursed for Correction Costs, Customer shall submit a written itemized statement describing any flight discrepancies and indicating the Correction Cost incurred by Customer for each discrepancy. This request must be submitted to Boeing’s Contracts Regional Director at Renton, Washington, within [ * ] after the first flight by Customer.

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208082
Demonstration Flight Waiver		Page 2
	BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208083

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 )

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.

7. 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-1208083
[ * ]		Page 1
	BOEING PROPRIETARY

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

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208083
[ * ]		Page 2
	BOEING PROPRIETARY

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

[ * ]

[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]

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

HAZ-PA-03791-LA-1208083
[ * ]		Attachment A Page 1

BOEING PROPRIETARY

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

[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]

[ * ]

[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

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

HAZ-PA-03791-LA-1208083
[ * ]		Attachment B Page 1

BOEING PROPRIETARY

[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]	[ * ]	[ * ]

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

HAZ-PA-03791-LA-1208083
[ * ]		Attachment B Page 2

BOEING PROPRIETARY

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

HAZ-PA-03791-LA-1208084

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Leasing 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 )

It is understood that Customer intends to lease the Aircraft to a third party or parties ( Lessee or Lessees ) and that such Lessees will be in the commercial airline business as an operator of aircraft. This Letter Agreement relates to certain services that Boeing will provide to such Lessees.

1. Lease of Aircraft Prior to Delivery .

In most cases, leases will be entered into prior to delivery of the Aircraft to be leased. The parties understand that provisions related to lease of an Aircraft and assignment of Purchase Agreement rights related thereto are contained in Article 9 of the AGTA.

2. Identification of Lessee(s) .

2.1 At the time of execution of the Purchase Agreement, Customer has not identified Lessees to Boeing for any of the Aircraft. Customer agrees to give Boeing written notice as soon as reasonably practicable (preferably fourteen (14) or more months prior to the month during which a particular Aircraft is scheduled for delivery) of the name and address of the applicable Lessee, the month of Aircraft delivery, the desired country of registration, and the manufacturer’s serial number. If a configuration for the Aircraft identified for a Lessee has not been defined by twelve (12) months prior to the scheduled month of delivery, then Boeing reserves the right to implement such Aircraft into production in the Customer’s baseline configuration set forth in Exhibit A to the Purchase Agreement.

2.2 Promptly after such notification for other than U.S. registered aircraft, Boeing will give Customer written notice as to whether such Aircraft can be delivered no

HAZ-PA-03791-LA-1208084

Leasing Matters

Page 1

BOEING PROPRIETARY

later than its contract delivery month and in a configuration such that an Export Certificate of Airworthiness can be obtained for the desired country of registry requested.

2.3 In the event Boeing determines that obtaining such requested Export Certificate of Airworthiness would result in delivery of such Aircraft later than its contract delivery month, the Aircraft will be certified with a Standard Airworthiness Certificate and Customer will, upon tender of delivery of the Aircraft in accordance with the Purchase Agreement, accept delivery of such Aircraft with such Standard Airworthiness Certificate. [ * ]

3. [ * ]

4. Customer Support .

4.1 It is recognized by Boeing that the Lessees to be identified under paragraph 2 above may have different requirements with regard to training, services and Materials applicable to the Aircraft. For the purpose of this Letter Agreement, and in order to determine the applicability of either Supplemental Exhibit CS1-1, CS1-2 or CS1-3 (and Parts thereof) to each of the Lessees, the Customer Support categories listed below will apply. Applicability of these categories will be at the sole discretion of Boeing and may be modified by Boeing to meet the specific circumstances of the Lessee.

(i) Category 1 is for a new model introduction into the Lessee’s fleet. The Lessee does not operate and is not scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to delivery of Customer’s Aircraft to the Lessee.

(ii) Category 2 is for a major sub-model differences introduction into the Lessee’s fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to delivery of Customer’s Aircraft to the Lessee and is not determined to be Category 3.

(iii) Category 3 is for a minor sub-model differences introduction into the Lessee’s fleet. The Lessee operates or is scheduled to accept delivery of an

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

HAZ-PA-03791-LA-1208084

Leasing Matters

Page 2

BOEING PROPRIETARY

aircraft that is the same sub-model or a sub-model with minor variation from the Aircraft prior to delivery of Customer’s Aircraft to the Lessee.

4.1.1 After Customer identifies the Lessee of an Aircraft to Boeing, Boeing will promptly give written notice to Customer of the Customer Support category and which Customer Support Document (Supplemental Exhibit CS1-1, CS1-2 or CS1-3) in the Purchase Agreement is applicable to such Lessee. For avoidance of doubt, Boeing will be obligated to provide only one Customer Support Document package (CS1-1, CS1-2 or CS1-3) to any Lessee.

4.1.2 Boeing will provide the training, services and Materials set forth in Supplemental Exhibit CS1-1, CS1-2 or CS1-3 to the Purchase Agreement under the terms, conditions and provisions thereof to Lessees in Categories 1, 2 or 3 respectively; provided, that such Lessees are the initial Lessees of the Aircraft.

4.2 [ * ]

4.3 Prior to the provision of any training, services and Materials, Customer and Lessee will enter into a partial assignment of certain rights and duties under the Purchase Agreement containing terms and conditions based on the form of Attachment A to this Letter Agreement. Such partial assignment will relate only to training, services and Materials, will not assign warranty or other rights under the Purchase Agreement, which will be reserved until delivery and assigned at that time, and will be subject to Boeing’s consent pursuant to the provisions of Article 9 of the AGTA. Notwithstanding the assignment described herein, Customer acknowledges that it remains responsible for performance of all the terms and conditions of the Purchase Agreement. In addition, Customer will require Lessee to provide the protections described in Article 8 of the AGTA. Customer expressly agrees that Boeing’s providing all or part of the training, services and Materials prior to receipt of the insurance certificate described in Article 8 of the AGTA or other evidence of Lessee’s compliance with the provisions of Article 8 of the AGTA, will not release Customer from any obligations described herein.

5. Spare Parts .

It is understood that the Lessee of each Aircraft will require spare parts to support operations of the Aircraft. At the time Lessee is identified as provided in paragraph 2, above, Customer will confirm whether Lessee has a Customer Services General Terms Agreement ( CSGTA ) with Boeing, and, if not, advise Lessee of the requirement to enter into a CSGTA and spares provisioning agreements with Boeing in a timely manner in order to provision for spare parts.

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

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6. Schedule Requirements .

In the event of late notification by Customer of the identity of the Lessee as required by paragraph 2 above, Boeing’s ability to schedule and provide the training, services and Materials and initial provisioning of spare parts to support a Lessee’s operation of the Aircraft may be subject to subcontracting of such support services to third parties or to severe curtailment of such training, services and Material if such subcontracting is not practicable; [ * ].

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

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7. [ * ]

8. Assignment of Additional Rights at Delivery .

At the time of delivery by Boeing of any Aircraft to Customer and Customer’s re-delivery of an Aircraft to an initial Lessee, Customer and Lessee will enter into an assignment of the remaining rights and duties under the Purchase Agreement (including warranty rights), pursuant to the provisions of Article 9 of the AGTA.

9. 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 9) 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 9. 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.

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Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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ATTACHMENT A

EXPLANATION & INSTRUCTIONS:

The Partial Assignment of Rights form which follows as Attachment A must be executed prior to the provision of the training, services and Materials described in the applicable Supplemental Exhibit ( Customer Support Document ) to the Purchase Agreement. It assigns only rights described in such document and does not assign warranty or other rights under the Purchase Agreement, which are reserved until delivery and are assigned at that time.

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Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

Attention:	Vice President - Contracts
	Mail Stop 75-38

Subject:	Partial Assignment of Rights - Air Lease Corporation as Lessor and ________________________ as Lessee of Model 737-8 or 737-9 Aircraft

Gentlemen:

In connection with the lease by Air Lease Corporation ( Customer ) to ________________________ ( Lessee ) of a Boeing aircraft (more fully described below), reference is made to the following documents:

(i) Purchase Agreement No. PA-03791 dated as of __________, 20_____, between The Boeing Company ( Boeing ) and Customer, as amended and supplemented ( Purchase Agreement ), under which Customer purchased Boeing Model 737-8 aircraft or 737-9 aircraft, including certain aircraft which have been designated for lease to Lessee ( Aircraft ).

(ii) Aircraft General Terms Agreement No. HAZ-AGTA dated as of __________, 20_____, between Boeing and Customer, as amended and supplemented ( AGTA ), which defines terms and conditions referenced in the Purchase Agreement.

(iii) + dated as of __________, 20_____ between Customer and Lessee relating to the lease of the Aircraft ( Lease ).

Pursuant to the Lease, Customer has agreed to lease the Aircraft to Lessee. Included in such Lease is the transfer to Lessee of certain rights to receive training, support and services, and other things related to the Aircraft under the provisions of Supplemental Exhibit CS1 ( Customer Support Document ) to the Purchase Agreement. In order to accomplish such transfer of such rights, as authorized by the provisions of Article 9 of the AGTA, the parties agree as follows:

1. Lessee’s Agreement to be Bound .

In consideration of Boeing’s acknowledgment of this notice, Lessee, its successors and permitted assigns, hereby agree to be bound by and comply with all applicable terms, conditions, and limitations of the Purchase Agreement including,

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without limitation, the exclusion of liability, disclaimer, and insurance provisions of the AGTA as incorporated into the Purchase Agreement.

2. Lessee’s Insurance .

Boeing’s obligation to provide the training, services and Materials to Lessee is conditioned on the receipt by Boeing of evidence of compliance by Lessee with the insurance requirements set forth in Article 8.2 of the AGTA, prior to the provision of such training, services and Materials.

3. Continuing Lessor Rights and Obligations .

Customer reserves to itself all rights, claims and interests it may have under the Purchase Agreement not expressly assigned to Lessee hereunder and Customer acknowledges that it remains responsible to perform all of the terms and conditions of the Purchase Agreement, including without limitation responsibility (i) for any payments due Boeing with respect to the Aircraft under Article 3 ( Price ) and Article 4 ( Payment ) of the Purchase Agreement and any Spare Parts or Leased Parts for the Aircraft ordered by Customer under Customer’s CSGTA, and (ii) for the risk protections specified in Article 8 of the AGTA.

4. Appointment of Lessee .

Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of Customer with respect to the training, services and Materials under the Customer Support Document to the Purchase Agreement. Such authorization will continue until Boeing will have received from Customer written notice to the contrary addressed to Boeing’s Vice President - Contracts, P.O. Box 3707, Seattle, Washington 98124-2207 (by courier: 1901 Oakesdale Avenue SW, Renton, WA 98055). Until Boeing will have received such notice, Boeing will be entitled to deal exclusively and solely with Lessee with respect to the training, services and Materials and with respect to the rights, powers, duties or obligations under the Customer Support Document to the Purchase Agreement, and all actions taken by Lessee or agreements entered into by Lessee with respect to such training, services and Materials during the period prior to Boeing’s receipt of such notice will be final and binding upon Customer.

5. Modification, Revision or Substitution of Training, Services and Materials .

Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein includes the authority, with Boeing’s agreement, to modify, revise or substitute the form, type, and scope of the training, services and Materials; provided however, that such modification, revision or substitution does not create any additional financial obligation by Customer to Boeing. It is further understood and agreed that the provisions of this assignment (including but not limited to matters of exclusion of liability, disclaimer, and insurance) will apply to the provision by Boeing of such modified, revised or substituted training, services and Materials to the same extent as if they were specifically described in the Purchase Agreement.

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6. [ * ]

7. Boeing Rights and Obligations .

Customer and Lessee confirm expressly for the benefit of Boeing that nothing in this assignment will (i) subject Boeing to any obligation or liability to which it would not otherwise be subject under the Purchase Agreement or limit, restrict, or change in any respect Boeing’s rights, representations, warranties, indemnities or other agreements thereunder, except as otherwise expressly provided herein, (ii) limit any rights of set-off Boeing may have under applicable law, or (iii) require Boeing to divest itself of title to or possession of the Aircraft until delivery thereof and payment therefore as provided in the Purchase Agreement.

8. Signing in Counterparts .

This assignment may be signed by the parties hereto in separate counterparts, each of which when executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

9. GOVERNING LAW .

THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND EXCLUSIVE OF WASHINGTON’S CONFLICTS OF LAWS RULES.

9. Lessee Acceptance .

Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein.

We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and confirm the transfer of rights under the Purchase Agreement as set forth above, by signing the acknowledgment set forth below and forwarding one copy of this letter, so acknowledged, to each of the undersigned.

IN WITNESS WHEREOF, the parties hereto have caused this Partial Assignment of Rights agreement to be duly executed as of the dates written below.

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

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Very truly yours,

+ [NAME OF LESSOR]

By

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		, 20+

+ [NAME OF LESSEE]

By

Its

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Boeing Acknowledgment

Receipt of the above letter acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft as described above confirmed, effective as of the date indicated below:

THE BOEING COMPANY

By

Its	Attorney-In-Fact

Date:	, 20+

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

HAZ-PA-03791-LA-1208085

Air Lease Corporation

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

Subject:	Liquidated Damages – Non-Excusable Delay

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 )

Definition of Terms:

Non-Excusable Delay : Delay in delivery of any Aircraft beyond the last day of the delivery month ( Scheduled Delivery Month ) established in the Purchase Agreement by any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is otherwise entitled to a remedy from Boeing pursuant to applicable law.

1. Liquidated Damages .

Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay in excess of [ * ] (collectively the Non-Excusable Delay Payment Period ) at a rate of [ * ] per 737-8 Aircraft and [ * ] per 737-9 Aircraft not to exceed an aggregate sum of [ * ] per 737-8 Aircraft and [ * ] per 737-9 Aircraft ( Liquidated Damages ). Liquidated Damages shall be payable at (i) [ * ] or, (ii) [ * ].

2. [ * ]

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

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3. [ * ]

4. [ * ]

5. Exclusive Remedies .

[ * ] are Customer’s exclusive remedies for a Non-Excusable Delay and are in lieu of all other damages, claims, and remedies of Customer arising at law or otherwise for any Non-Excusable Delay in the Aircraft delivery. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such Non-Excusable Delay.

6. Assignment .

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.

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Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208086

Air Lease Corporation

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

Subject:	Loading of Customer Software

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 )

1. Customer or Customer’s Lessee may request Boeing to install software owned by or licensed to Customer or Customer’s Lessee ( Software ) in the following systems in the Aircraft: (i) aircraft communications addressing and reporting system ( ACARS ), (ii) digital flight data acquisition unit ( DFDAU ), (iii) flight management system ( FMS ), (iv) cabin management system ( CMS ), (v) engine indication and crew alerting system ( EICAS ), (vi) airplane information management system ( AIMS ), (vii) satellite communications system ( SATCOM ), and (viii) In-Flight Entertainment ( IFE ).

2. For all Software described in paragraph 1, above, other than Software to be installed in SATCOM and IFE, the Software is not part of the configuration of the Aircraft certified by the FAA and therefore cannot be installed prior to delivery. If requested by Customer or Customer’s Lessee, Boeing will install such Software after the transfer to Customer of title to the Aircraft, but before fly away.

3. The SATCOM Software is part of the configuration of the Aircraft and included in the type design. If requested by Customer or Customer’s Lessee, Boeing will install the SATCOM Software prior to transfer to Customer of title to the Aircraft.

4. For IFE Software, if requested by Customer or Customer’s Lessee, Boeing will make the Aircraft accessible to Customer, Customer’s Lessee and Customer or Customer’s Lessees’ IFE Software supplier so that the supplier can install the Software after delivery of the Aircraft, but before fly away.

5. All Software which is installed by Boeing other than the SATCOM Software will be subject to the following conditions:

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(i)	Customer and Boeing agree that the Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 3.10, 10 and 11 of Exhibit A, Buyer Furnished Equipment Provisions Document, to the AGTA and such articles apply to the installation of the Software.

(ii)	Customer and Boeing further agree that the installation of the Software is a service under Exhibit B, Customer Support Document, to the AGTA.

(iii)	Boeing makes no warranty as to the performance of such installation and Article 11 of Part 2 of Exhibit C of the AGTA, Disclaimer and Release; Exclusion of Liabilities and Article 8.2, Insurance, of the AGTA apply to the installation of the Software.

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208087

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Open 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 )

Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft and the continued development of the 737 MAX program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the 737 MAX program develops as follows:

1. [ * ]

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

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2. [ * ]

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

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3. [ * ]

4. Aircraft Configuration .

4.1 The initial configuration of Customer’s Model 737-8 Aircraft and Customer’s Model 737-9 Aircraft has been defined by Boeing Model 737-8 and Boeing Model 737-9 basic specification D019A007, Revision A, dated February 3, 2012 ( Initial Configuration ). Final configuration of the Aircraft ( Final Configuration ) will be completed using the then-current Boeing configuration documentation in accordance with the following schedule:

4.1.1 No later than [ * ] prior to the first Aircraft’s scheduled delivery, Boeing and Customer will discuss potential optional features.

4.1.2 Within [ * ] after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production.

4.1.3 Customer will then have [ * ] to accept or reject the optional features.

4.1.4 Within [ * ] following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

4.1.4.1 Changes applicable to the basic Model 737-8 and 737-9 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.

4.1.4.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing ( Customer Configuration Changes );

4.1.4.3 Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;

4.1.4.4 Changes to the Optional Features Prices and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes. [ * ].

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

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4.2 The configuration for the 737-9 Aircraft under the terms of the Purchase Agreement excludes the installation of auxiliary fuel tanks, because such installation may delay delivery of the 737-9 Aircraft by up to three months.

5. Customer Support Variables.

5.1 The initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the 737NG customer support package. Boeing intends to further refine the post delivery support package for the 737 MAX and will provide this revised package to Customer no later than [ * ] prior to the first month of the scheduled [ * ] of the first Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement and will provide the Customer, in aggregate, an overall Boeing post delivery support package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter Agreement.

5.2 [ * ]

6. [ * ]

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

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7. Aircraft Software Loading .

7.1 As of the time of signing the Purchase Agreement, Boeing does not have a plan to modify the method for loading software to the Aircraft (e.g. similar to 787 e-enabling or an alternative method).

7.2 [ * ].

7.3 [ * ].

8. Other Letter Agreements . Boeing and Customer acknowledge that as Boeing refines the definition of the Aircraft and associated production processes, there may be a need to execute letter agreements addressing one or more of the following:

8.1 Software . Additional provisions relating to software and software loading.

8.2 Seller Purchased Equipment ( SPE ) and/or In-Flight Entertainment ( IFE ) . Provisions relating to the terms under which Boeing may offer or install SPE in the Aircraft.

8.3 Buyer Furnished Equipment ( BFE ) . Provisions relating to the terms under which Boeing may install and certify Customer’s BFE in the Aircraft.

9. 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 9) 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 9. 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.

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Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208088

Air Lease Corporation

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

Subject:	Performance 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 )

1. [ * ]

[ * ].

2. [ * ]

2.1 [ * ]

2.2 [ * ]

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

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3. [ * ]

3.1 [ * ]

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

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3.2 [ * ]

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

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4. Duplication of Benefits .

[ * ]

5. Exclusive Remedy .

[ * ].

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.

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

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Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3	, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

Attachments

A Block Fuel Reference Level for Model 737-8 Aircraft Value Pricing

B Block Fuel Reference Level for Model 737-9 Aircraft Value Pricing

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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 1

BLOCK FUEL REFERENCE LEVEL

FOR AIR LEASE CORPORATION MODEL 737-8 AIRCRAFT

VALUE PRICING

SECTION CONTENTS

1 AIRCRAFT MODEL APPLICABILITY

2 BLOCK FUEL REFERENCE LEVEL

3 AIRCRAFT CONFIGURATION

4 CONDITIONS

5 DEMONSTRATION

P.A. No. 3791
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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 2

1 AIRCRAFT MODEL APPLICABILITY

1.1 The Block Fuel Reference Level contained in this Attachment is applicable to the 737-8 Aircraft equipped with Boeing furnished LEAP [ * ] engines.

1.2 The Block Fuel Reference Level is based on the performance of a 737-800 Aircraft with winglets and a maximum takeoff weight of [ * ] pounds, a maximum landing weight of [ * ] pounds, and a maximum zero fuel weight of [ * ] pounds, and equipped with Boeing furnished CFM56-[ * ] engines.

2 BLOCK FUEL REFERENCE LEVEL

2.1.1 The Block Fuel Reference Level for a stage length of [ * ] nautical miles in still air with a [ * ] pound payload using the conditions and operating rules defined below is:

Block Fuel Reference Level: [ * ]

Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

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

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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 3

Climbout Maneuver:		[ * ]

Climb:		[ * ]

		[ * ]

		[ * ]

		[ * ]

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

[ * ]		[ * ]

		[ * ]

		[ * ]

		[ * ]

		[ * ]

[ * ]		[ * ]

		[ * ]

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

P.A. No. 3791
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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 4

	[ * ]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[ * ]

	Takeoff and Climbout Maneuver:
	Fuel	[ * ]
	Distance	[ * ]

	Approach and Landing Maneuver:
	Fuel	[ * ]

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[ * ]

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [ * ] Pounds

	[ * ]

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

P.A. No. 3791
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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 5

2.1.2 737-800 Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.3 is the basis for the Block Fuel Reference Level of Paragraph 2.1.1.

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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 6

2.1.3 - 737-800 Weight Summary - Air Lease Corporation
				Pounds

Standard Model Specification MEW				[ * ]

Configuration Specification D019A001, Rev. N, Dated January 29, 2010
[ * ]
CFM56-7 Engines
[ * ]
[ * ]

Changes for Air Lease Corporation:
Interior Change to [ * ] Passengers [ * ]*				[ * ]
(Ref: LOPA - 378-2927 Rev. E) Boeing Sky Interior
[ * ] Maximum Taxi Weight				[ * ]
[ * ] Maximum Takeoff Weight				[ * ]
[ * ] Maximum Landing Weight				[ * ]
[ * ] Maximum Zero Fuel Weight				[ * ]
Video Entertainment System (Partial Provisions)				[ * ]
Extended Operations (ETOPS)				[ * ]
Standby Power - 60-Minute Capability				[ * ]
Heavy Duty Cargo Compartment Linings/Panels				[ * ]
Short Field Performance Enhancement				[ * ]
Winglets				[ * ]
Carbon Brakes				[ * ]
Customer Options Allowance				[ * ]

Air Lease Corporation Manufacturer’s Empty Weight (MEW)				[ * ]

Standard and Operational Items Allowance				[ * ]
(Paragraph 5.5)

Air Lease Corporation Operational Empty Weight (OEW)				[ * ]

	Quantity	Pounds	Pounds

* Seat Weight Included:			[ * ]

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

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Page 7

[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]

2.1.4 Standard and Operational Items Allowance

	Qty	Pounds	Pounds	Pounds

Standard Items Allowance				[ * ]

Unusable Fuel			[ * ]
Oil			[ * ]
Oxygen Equipment			[ * ]
Passenger Portable	[ * ]	[ * ]
Crew Masks	[ * ]	[ * ]
Miscellaneous Equipment			[ * ]
Crash Axe	[ * ]	[ * ]
Megaphones	[ * ]	[ * ]
Flashlights	[ * ]	[ * ]
Smoke Goggles	[ * ]	[ * ]
Smoke Hoods	[ * ]	[ * ]
Galley Structure & Fixed Inserts			[ * ]

Operational Items Allowance				[ * ]

Crew and Crew Baggage			[ * ]
Flight Crew and Baggage	[ * ]	[ * ]
Cabin Crew and Baggage	[ * ]	[ * ]
Catering Allowance & Removable Inserts			[ * ]
Economy Class	[ * ]	[ * ]
Passenger Service Equipment	[ * ]		[ * ]
[ * ]			[ * ]
Waste Tank Disinfectant			[ * ]
Emergency Equipment			[ * ]
Escape Slides - Forward	[ * ]	[ * ]
Escape Slides - Aft	[ * ]	[ * ]
Life Vests - Crew and Passengers	[ * ]	[ * ]
Auto Radio Beacon (ELT)	[ * ]	[ * ]

Total Standard and Operational Items Allowance				[ * ]

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

P.A. No. 3791
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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 8

3 AIRCRAFT CONFIGURATION

3.1 737-800 Aircraft Configuration

The Block Fuel Reference Level contained in this Attachment is based on the 737-800 Aircraft configuration as defined in the original release of Detail Specification TBD, the 737-800 Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.1.3.

3.2 737-8 Aircraft Configuration

The configuration of the 737-8 Aircraft used to demonstrate performance relative to the Block Fuel Reference Level will be the delivered configuration of 737-8 Aircraft as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, to reflect a configuration similar to that of the 737-800W in Section 2.1.3.

4 CONDITIONS

4.1 The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.2 [ * ]

4.3 [ * ]

4.4 Performance, where applicable, is based on a [ * ] pounds per U.S. gallon.

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

P.A. No. 3791
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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 9

5 DEMONSTRATION

5.1 Demonstration of the 737-8 Aircraft performance relative to the Block Fuel Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the 737-8 Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4.

5.2 For the purpose of demonstrating the performance of the 737-8 Aircraft relative to the Block Fuel Reference Level the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[ * ] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[ * ] Pounds
	Distance	[ * ] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[ * ] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[ * ] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [ * ] Pounds.

5.3 Demonstration of the 737-8 Aircraft performance for the climb, cruise and descent portions of the Block Fuel Reference Level commitment shall be established by calculations based on flight test data obtained from a 737-8 aircraft in a configuration similar to that defined by the Detail Specification.

5.4 The OEW used for demonstrating the 737-8 Aircraft performance relative to the Block Fuel Reference Level shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification plus adjustments to the Air Lease Corporation Manufacturers Empty Weight and Standard and Operational Items Allowance to reflect a configuration similar to that of the 737-800W shown in Section 2.1.3.

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

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Attachment A to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 10

5.5 The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to demonstrate performance of the 737-8 Aircraft relative to the Block Fuel Reference Level.

5.6 The demonstrated performance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 1

BLOCK FUEL REFERENCE LEVEL

FOR AIR LEASE CORPORATION MODEL 737-9 AIRCRAFT

VALUE PRICING

SECTION CONTENTS

1 AIRCRAFT MODEL APPLICABILITY

2 BLOCK FUEL REFERENCE LEVEL

3 AIRCRAFT CONFIGURATION

4 CONDITIONS

5 DEMONSTRATION

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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 2

1 AIRCRAFT MODEL APPLICABILITY

1.1 The Block Fuel Reference Level contained in this Attachment is applicable to the 737-9 Aircraft equipped with Boeing furnished LEAP-[ * ] engines.

1.2 The Block Fuel Reference Level is based on the performance of a 737-900ER Aircraft with winglets and a maximum takeoff weight of [ * ] pounds, a maximum landing weight of [ * ] pounds, and a maximum zero fuel weight of [ * ] pounds, and equipped with Boeing furnished CFM56-[ * ] engines.

2 BLOCK FUEL REFERENCE LEVEL

2.1.1 The Block Fuel Reference Level for a stage length of [ * ] nautical miles in still air with a [ * ] pound payload using the conditions and operating rules defined below is:

Block Fuel Reference Level: [ * ] Pounds

Conditions and operating rules:

Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

	The takeoff gross weight shall conform to FAA Regulations.

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

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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 3

Climbout Maneuver:	[ * ]

Climb:	[ * ]

	[ * ]

	[ * ]

	[ * ]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[ * ]	[ * ]

	[ * ]

	[ * ]

	[ * ]

	[ * ]

[ * ]	[ * ]

	[ * ]

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 4

	[ * ]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[ * ]. Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[ * ] Pounds
	Distance	[ * ] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[ * ] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[ * ] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [ * ] Pounds

	[ * ]

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 5

2.1.2 737-900ER Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.3 is the basis for the Block Fuel Reference Level of Paragraph 2.1.1.

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 6

2.1.3 - 737-900ER Weight Summary - Air Lease Corporation

	Pounds

Standard Model Specification MEW	[ * ]

Configuration Specification D019A001, Rev. N, Dated January 29, 2010
[ * ] Tourist Class Passengers
CFM56-7 Engines
[ * ]
[ * ]

Changes for Air Lease Corporation:
Interior Change to [ * ] Passengers ([ * ]) *	[ * ]
(Ref: LOPA - [ * ]) Boeing Sky Interior
188,200 lb (85,366 kg) Maximum Taxi Weight	[ * ]
Video Entertainment System (Partial Provisions)	[ * ]
Extended Operations (ETOPS)	[ * ]
Standby Power - 60-Minute Capability	[ * ]
Heavy Duty Cargo Compartment Linings/Panels	[ * ]
Centerline Overhead Stowage Compartments (3)	[ * ]
Winglets	[ * ]
Carbon Brakes	[ * ]
Customer Options Allowance	[ * ]

Air Lease Corporation Manufacturer’s Empty Weight (MEW)	[ * ]

Standard and Operational Items Allowance	[ * ]
(Paragraph 2.1.4)

Air Lease Corporation Operational Empty Weight (OEW)	[ * ]

	Quantity	Pounds	Pounds

* Seat Weight Included:			[ * ]

[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 7

[ * ]	[ * ]	[ * ]
[ * ]	[ * ]	[ * ]

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 8

2.1.4 Standard and Operational Items Allowance

	Qty	Pounds	Pounds	Pounds

Standard Items Allowance				[ * ]

Unusable Fuel			[ * ]
Oil			[ * ]
Oxygen Equipment			[ * ]
Passenger Portable	[ * ]	[ * ]
Crew Masks	[ * ]	[ * ]
Miscellaneous Equipment			[ * ]
Crash Axe	[ * ]	[ * ]
Megaphones	[ * ]	[ * ]
Flashlights	[ * ]	[ * ]
Smoke Goggles	[ * ]	[ * ]
Smoke Hoods	[ * ]	[ * ]
Galley Structure & Fixed Inserts			[ * ]

Operational Items Allowance				[ * ]

Crew and Crew Baggage			[ * ]
Flight Crew and Baggage	[ * ]	[ * ]
Cabin Crew and Baggage	[ * ]	[ * ]
Catering Allowance & Removable Inserts			[ * ]
Economy Class	[ * ]	[ * ]
Passenger Service Equipment	[ * ]		[ * ]
[ * ]			[ * ]
Waste Tank Disinfectant			[ * ]
Emergency Equipment			[ * ]
Escape Slides - Forward	[ * ]	[ * ]
Escape Slides - Mid Exit	[ * ]	[ * ]
Escape Slides - Aft	[ * ]	[ * ]
Life Vests - Crew and Passengers	[ * ]	[ * ]
Auto Radio Beacon (ELT)	[ * ]	[ * ]

Total Standard and Operational Items Allowance				[ * ]

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 9

3 AIRCRAFT CONFIGURATION

3.1 737-900ER Aircraft Configuration

The Block Fuel Reference Level contained in this Attachment is based on the 737-900ER Aircraft configuration as defined in the original release of Detail Specification TBD, the 737-900ER Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.1.3.

3.2 737-9 Aircraft Configuration

The configuration of the 737-9 Aircraft used to demonstrate performance relative to the Block Fuel Reference Level will be the delivered configuration of 737-9 Aircraft as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, to reflect a configuration similar to that of the 737-900ERW in Section 2.1.3.

4 CONDITIONS

4.1 The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.2 [ * ]

4.3 [ * ]

4.4 Performance, where applicable, is based on [ * ]

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 10

5 DEMONSTRATION

5.1 Demonstration of the 737-9 Aircraft performance relative to the Block Fuel Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the 737-9 Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4.

5.2 For the purpose of demonstrating the performance of the 737-9 Aircraft relative to the Block Fuel Reference Level the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[ * ] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[ * ] Pounds
	Distance	[ * ] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[ * ] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[ * ] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [ * ] Pounds.

5.3 Demonstration of the 737-9 Aircraft performance for the climb, cruise and descent portions of the Block Fuel Reference Level commitment shall be established by calculations based on flight test data obtained from a 737-9 aircraft in a configuration similar to that defined by the Detail Specification.

5.4 The OEW used for demonstrating the 737-9 Aircraft performance relative to the Block Fuel Reference Level shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification plus adjustments to the Air Lease Corporation Manufacturers Empty Weight and Standard and Operational Items Allowance to reflect a configuration similar to that of the 737-900ERW shown in Section 2.1.3.

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

P.A. No. 3791
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Attachment B to Letter Agreement

No. HAZ-PA-03791-LA-1208088

Page 11

5.5 The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to demonstrate performance of the 737-9 Aircraft relative to the Block Fuel Reference Level.

P.A. No. 3791
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BOEING PROPRIETARY

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

HAZ-PA-03791-LA-1208089

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 )

1. [ * ]

1.1 [ * ]

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

HAZ-PA-03791-LA-1208089

[ * ]

Page 1

BOEING PROPRIETARY

1.2 [ * ]

1.3 [ * ]

1.4 [ * ]

1.5 [ * ]

1.6 [ * ]

1.7 [ * ]

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

HAZ-PA-03791-LA-1208089

[ * ]

Page 2

BOEING PROPRIETARY

2. Assignment .

3. 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 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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208089

[ * ]

Page 3

BOEING PROPRIETARY

HAZ-PA-03791-LA-1208090

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Special Matters

1. Credit Memoranda . In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such 737-8 Aircraft, 737-9 Aircraft, or 737-9 [ * ] 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 737-9 [ * ] in an amount shown in the table immediately below for the respective Aircraft or 737-9 [ * ] minor model.

Basic Credit Memorandum
Model Type	U.S. Dollar Amount ([ * ])
737-8 Aircraft	[ * ]
737-9 Aircraft	[ * ]
737-9 [ * ]	[ * ]

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Aircraft and 737-9 [ * ] 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 737-9 [ * ] prior to delivery of each such Aircraft or 737-9 [ * ], Boeing will issue to Customer a leasing credit memorandum ( Leasing Credit Memorandum) in an amount shown in the table immediately below for

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

the respective Aircraft or 737-9 [ * ] minor model. Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.

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

Leasing Credit Memorandum
Model Type	U.S. Dollar Amount ([ * ])
737-8 Aircraft	[ * ]
737-9 Aircraft	[ * ]
737-9 Substitute Aircraft	[ * ]

1.3 [ * ]

1.4 [ * ]

1.5 [ * ]

1.6 [ * ]

1.7 [ * ]

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

[ * ]

1.8 [ * ]

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

1.9 [ * ]

2. Escalation of Credit Memoranda . Unless otherwise noted, the amounts of the Credit Memoranda stated in [ * ] and will be escalated to the scheduled month of the respective Aircraft or 737-9 [ * ] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or 737-9 [ * ]. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or 737-9 [ * ] 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).

3. [ * ]

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 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,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208091

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: AGTA Term Revisions for 737-8 and 737-9 Aircraft

1. AGTA Basic Articles .

1.1.1 Article 2.1.1, “Airframe Price,” of the basic articles of the AGTA is revised to read as follows: Airframe Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For Models 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 747-8, 777-200LR, and 777-300ER the Airframe Price includes the engine price at its basic thrust level.)

1.1.2 Article 2.1.3, “Engine Price” of the basic articles of the AGTA is revised to read as follows: Engine Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft described in a purchase agreement (not applicable to Models 737-600, 737-700, 737-800, 737-900, 737-7, 737-8, 737-9, 747-8, 777-200LR and 777-300ER).

1.1.3 Article 2.1.5, “Escalation Adjustment” of the basic articles of the AGTA is revised to read as follows: Escalation Adjustment is defined as the price adjustment to the Airframe Price [ * ] and the Optional Features Prices resulting from the calculation using the economic price formula contained in the Airframe and Optional Features Escalation Adjustment supplemental exhibit to the applicable purchase agreement. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation Adjustment supplemental exhibit to the applicable purchase agreement.

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

HAZ-PA-03791-LA-1208091

AGTA Term Revisions for 737-8 and 737-9 Aircraft

Page 1

BOEING PROPRIETARY

2. Appendices to the AGTA .

2.1 Appendix I, entitled “SAMPLE Insurance Certificate” the Combined Single Limit Bodily Injury and Property Damage: U.S. Dollars ($) any one occurrence each Aircraft (with aggregates as applicable) is added for the 737-7/8/9 in the amount of US$550,000,000.

3. Exhibit C to the AGTA, “Product Assurance Document” .

3.1 Part 2, Article 3.1, subsection (i), of Exhibit C of the AGTA is revised to read as follows: for Boeing aircraft models 777F, 777-200, -300, 737-600, -700, -800, -900, -7, -8, -9, 787 or new aircraft models designed and manufactured with similar, new technology and for the model 747-8, the warranty period ends [ * ] months after Delivery.

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208091

AGTA Term Revisions for 737-8 and 737-9 Aircraft

Page 2

BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208092

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

1. [ * ]

2. [ * ]

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

HAZ-PA-03791-LA-1208092
[ * ]		Page 1

BOEING PROPRIETARY

3. [ * ]

4. [ * ]

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

HAZ-PA-03791-LA-1208092
[ * ]		Page 2

BOEING PROPRIETARY

5. [ * ]

6. [ * ]

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.

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

HAZ-PA-03791-LA-1208092
[ * ]		Page 3

BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By	Katherine B. Gunal

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208092
[ * ]		Page 4

BOEING PROPRIETARY

HAZ-PA-03791-LA-1208958

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 aircraft and Model 737-9 aircraft ( Aircraft ).

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

1. [ * ]

2. [ * ]

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

HAZ-PA-03791-LA-1208958		Attachment 1
[ * ]		Page 1

BOEING PROPRIETARY

3. [ * ]

4. [ * ]

5. [ * ]

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

HAZ-PA-03791-LA-1208958		Attachment 1
Used Aircraft Trade-In		Page 2

BOEING PROPRIETARY

6. [ * ]

7. [ * ]

8. [ * ]

9. 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 9) 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 9. 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.

HAZ-PA-03791-LA-1208958		Attachment 1
Used Aircraft Trade-In		Page 3

BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY


By			Katherine B. Gunal

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: July 3 , 2012

AIR LEASE CORPORATION


By		Grant Levy

Its		Executive Vice President

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208963 R1

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 aircraft and Model 737-9 aircraft ( Aircraft ).

This letter agreement ( Letter Agreement ) cancels and supercedes Letter Agreement No. HAZ-PA-03791-LA-1208963 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. Purchase Agreement 03791 .

Customer and Boeing have reached agreement on the form of agreement for the Purchase Agreement for the Aircraft and have signed the relevant documents on June 19, 2012. The signed documents are to be held in escrow pending Customer’s board approval as contemplated in paragraph 2 below. The Purchase Agreement and the following letter agreements ( Letter Agreements ) will reflect the entire agreement between the parties when approved by Customer’s Board of Directors:

LA-1208077	AGTA Matters
LA-1208078	Advance Payment Matters
LA-1208079	[ * ]
LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083	[ * ]
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software
LA-1208087	Open Matters for 737-8 and 737-9 Aircraft
LA-1208088	Performance Matters
LA-1208089	[ * ]
LA-1208090	Special Matters

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

HAZ-PA-03791-LA-1208963 R1
[ * ]		Page 1

BOEING PROPRIETARY

LA-1208091	AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092	[ * ]
LA-1208958	[ * ]
LA-1208963	[ * ]
LA-1209052	[ * ]

2. [ * ]

3. [ * ]

4. [ * ]

5. Assignment .

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

HAZ-PA-03791-LA-1208963 R1
[ * ]		Page 2

BOEING PROPRIETARY

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/ Katherine B. Gunal

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1208963 R1
[ * ]		Page 3

BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1209052

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 aircraft and Model 737-9 aircraft ( Aircraft )

1. [ * ]

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

HAZ-PA-03791-LA-1209052
[ * ]	Page 1

BOEING PROPRIETARY

2. [ * ]

3. 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 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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Katherine B. Gunal

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 3, 2012

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1209052
[ * ]	Page 2

BOEING PROPRIETARY

EXHIBIT 10.2

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

Supplemental Agreement No. 2

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of September 13, 2013 ( Supplemental Agreement No. 2 ) 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 ( Aircraft );

WHEREAS, Boeing and Customer agree to amend the Purchase Agreement to document Customer’s purchase of two (2) firm Model 737-8 aircraft and two (2) firm Model 737-9 aircraft ( New Firm Aircraft );

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

WHEREAS, Boeing and Customer agree to amend the Purchase Agreement to incorporate Letter Agreement Number HAZ-PA-03791-LA-1300032, [ * ].

All terms used but not defined in this Supplemental Agreement No. 2 have the same meaning as in 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 of the Purchase Agreement is deleted in its entirety and replaced by a new Table of Contents, attached as Enclosure 1 to this Supplemental

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

HAZ-PA-03791

SA-2

BOEING PROPRIETARY

Agreement No. 2, which reflects the revisions set forth in this Supplemental Agreement No. 2.

2. TABLES .

(a) Table 1A to Purchase Agreement No. 03791, 737-8 Aircraft Delivery, Description, Price and Advance Payments , is deleted in its entirety and replaced by a revised Table 1A, attached as Enclosure 2 to this Supplemental Agreement No. 2, which reflects the addition of two (2) Model 737-8 aircraft identified by MSNs 60387 and 60388 and scheduled to deliver in [ * ] and [ * ] respectively.

(b) Table 1B to Purchase Agreement No. 03791, 737-8 Aircraft Delivery, Description, Price and Advance Payments , is deleted in its entirety and replaced by a revised Table 1B, attached as Enclosure 3 to this Supplemental Agreement No. 2, which reflects the addition of two (2) Model 737-9 aircraft identified by MSNs 60389 and 60390 and scheduled to deliver in [ * ] and [ * ] respectively.

3. LETTER AGREEMENTS.

(a) Attachment A to Letter Agreement HAZ-PA-03791-LA-1208079, [ * ], is deleted in its entirety and replaced with a revised Attachment A (identified by “SA-2”), attached as Enclosure 4 to this Supplemental Agreement No. 2 and incorporated into the Purchase Agreement by this reference. The revised Attachment A incorporates the New Firm Aircraft and is otherwise updated to be consistent with the scheduled delivery dates previously revised in Supplemental Agreement No. 1 to the Purchase Agreement.

(b) Letter Agreement HAZ-PA-03791-LA-1208089, [ * ], is deleted in its entirety and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208089R1, attached as Enclosure 5 to this Supplemental Agreement No. 2 and incorporated into the Purchase Agreement by this reference. Letter Agreement HAZ-PA-03791-LA-1208089R1 revises the [ * ].

(c) To document its previous execution and as an administrative matter, Letter Agreement HAZ-PA-03791-LA-1300032, [ * ], is added to the Table of Contents and, by this reference, is incorporated into the Purchase Agreement.

4. ADDITIONAL CONDITIONS .

(a) This Supplemental Agreement No. 2 is contingent upon the prior or concurrent execution of Supplemental Agreement No. 2 to Purchase Agreement No. 03659, and Boeing’s receipt of payment required thereunder.

(b) All Advance Payment amounts Customer owes Boeing as a result of the execution of this Supplemental Agreement will be paid to Boeing at the time of execution.

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.

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

HAZ-PA-03791

SA-2

BOEING PROPRIETARY

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

THE BOEING COMPANY		AIR LEASE CORPORATION

By:	/s/ Ken K. Takahashi	By:	/s/ Grant Levy

Its:	Attorney-In-Fact	Its:	Executive Vice President

Attachments

HAZ-PA-03791

SA-2

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

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

TABLE
1A.	737-8 Aircraft Information Table	SA-2
1B.	737-9 Aircraft Information Table	SA-2

EXHIBIT
A1.	737-8 Aircraft Configuration
A2.	737-9 Aircraft Configuration
B.	Aircraft Delivery Requirements and Responsibilities

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

LETTER AGREEMENTS
LA-1208077	AGTA Matters
LA-1208078	Advance Payment Matters
LA-1208079	[ * ]
	Attachment A	SA-2
LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083	[ * ]
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software
LA-1208087	Open Matters for 737-8 and 737-9 Aircraft
LA-1208088	Performance Matters
LA-1208089 R1	[ * ]	SA-2
LA-1208090	Special Matters
LA-1208091	AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092	[ * ]
LA-1208958	[ * ]
LA-1208963	[ * ]

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

HAZ-PA-03791

SA-2

BOEING PROPRIETARY

Enclosure 1

LA-1209052	[ * ]
LA-1300032	[ * ]	SA-2

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

HAZ-PA-03791

SA-2

BOEING PROPRIETARY

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

Airframe Model/MTOW:	737-8	181200 pounds	Detail Specification:	D019A007-B (5/18/2012)	4Q11 External Fcst - Engines
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	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*] 2017			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43294**	*[]**	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43295**	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43296**	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	60387	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43297 43298	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43328**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43302**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43299 43300*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2		[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43301	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2	43303, 60388	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43304* 43316	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2		[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43305 43306	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2		[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43307 43315	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2		[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]		43308* 43309	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43310 43313*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	2	43311 43312	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43317* 43318 43319	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43320 43321	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43323 43324 43345*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43325 43327*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43347 43329* 43330	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]		43331 43332*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43335 43334	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43338 43336	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43340* 43341	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43342 43343 43344*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43349 43350 43351*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43352 43354	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43355* 43357	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]		43358* 43359	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43361 43362 43377	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43363 43364 43378	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43366 43367*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43368 43369 43370*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	3		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43372 43373	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43375 43376*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43380	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43382	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]		43383 43384*	[*]	[*]	[*]	[*]	[*]	[*]
[*]	2		[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43386*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43387*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43388	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43390	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43392	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022			[*]	[*]	[*]	[*]	[*]	[*]
Total:	82

[*]

* [*]

** [*]

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

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

Airframe Model/MTOW:	737-9	194700 pounds	Detail Specification:	D019A007-B (5/18/2012)	4Q11 External Fcst - Engines
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	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*] 2020			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43322*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2	43326, 60389	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43333	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43314	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43337*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43339	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43353*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43356	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	2	43360, 60390	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43365	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	43371*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43374	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43379	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]

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

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43381	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43393	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43385	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43389*	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43346	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43391	[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]			[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	43348	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022			[*]	[*]	[*]	[*]	[*]	[*]
Total:	22

[*]

* [*]

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

	Attachment A	Enclosure 4
	to Letter Agreement No. HAZ-PA-03791-LA-1208079
	737-9 [ * ] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-9	194700 pounds	Detail Specification:	D019A007-B (5/18/2012)	4Q11 External Fcst - Engines
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	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
[*] 2017			[*]	[*]	[*]	[*]	[*]	[*]
[ * ]		43294**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[ * ]		43295**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[ * ]		43296**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		60387	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43297 43298	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43297 43298	[*]	[*]	[*]	[*]	[*]	[*]

	Attachment A	Enclosure 4
	to Letter Agreement No. HAZ-PA-03791-LA-1208079
	737-9 [ * ] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43328**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43302**	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43299 43300*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43301	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43303, 60388	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43304* 43316	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43305 43306	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43307 43315	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]

	Attachment A	Enclosure 4
	to Letter Agreement No. HAZ-PA-03791-LA-1208079
	737-9 [ * ] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**		43308* 43309	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43310 43313*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43311 43312	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43317* 43318 43319	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43320 43321	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43323 43324 43345*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43325 43327*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43347 43329* 43330	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]

	Attachment A	Enclosure 4
	to Letter Agreement No. HAZ-PA-03791-LA-1208079
	737-9 [ * ] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**		43331 43332*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43335 43334	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43338 43336	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43340* 43341	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43342 43343 43344*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43349 43350 43351*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43352 43354	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43355* 43357	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]

	Attachment A	Enclosure 4
	to Letter Agreement No. HAZ-PA-03791-LA-1208079
	737-9 [ * ] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**		43358* 43359	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43361 43362 43377	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43363 43364 43378	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43366 43367*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43368 43369 43370*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43372 43373	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43375 43376*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43380	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]

	Attachment A	Enclosure 4
	to Letter Agreement No. HAZ-PA-03791-LA-1208079
	737-9 [ * ] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Adv Payment Base
Date	Aircraft	No.	(Airframe)	Price Per A/P	*[]**	*[]**	*[]**	*[]**
*[]**		43382	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43383 43384*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43386*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43387*	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43388	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43390	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
*[]**		43392	[*]	[*]	[*]	[*]	[*]	[*]
*[]**			[*]	[*]	[*]	[*]	[*]	[*]
[*] 2022			[*]	[*]	[*]	[*]	[*]	[*]
Total

[*]

* [*]

** [*]

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

	Enclosure 5

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

HAZ-PA-03791-LA-1208089 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement No. HAZ-PA-03791-LA-1208089 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. [ * ] .

1.1 [ * ]

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

21975737.1 HAZ-PA-03791-LA-1208089 R1

SA-2

[ * ]

Page 1

BOEING PROPRIETARY

1.2 [ * ]

1.3 [ * ]

1.4 [ * ]

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

HAZ-PA-03791-LA-1208089 R1

SA-2

[ * ]

Page 2

BOEING PROPRIETARY

1.5 [ * ]

1.6 [ * ]

2. Assignment .

3. 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 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.

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

HAZ-PA-03791-LA-1208089 R1

SA-2

[ * ]

Page 3

BOEING PROPRIETARY

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-03791-LA-1208089 R1

SA-2

[ * ]

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EXHIBIT 10.3

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

Supplemental Agreement No. 2

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of September 13, 2013 ( Supplemental Agreement No. 2 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 2 have the same meaning as in the Purchase Agreement;

WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659 dated as of October 31, 2011 (the Purchase Agreement ) relating to the purchase and sale of Model 787-9 aircraft;

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to designate the four (4) Model 787-9 aircraft already contracted under the Purchase Agreement prior to this Supplemental Agreement No. 2 as 787-9 Block A Aircraft ;

WHEREAS, Boeing and Customer have reached agreement on the sale and purchase of three (3) additional Model 787-9 aircraft, and Boeing and Customer desire to amend the Purchase Agreement to add the three (3) additional Model 787-9 aircraft to the Purchase Agreement, and to designate such additional Model 787-9 aircraft as 787-9 Block B Aircraft in order to differentiate the applicable base year and business terms of the 787-9 Block B Aircraft from those of the 787-9 Block A Aircraft; and

WHEREAS, Boeing and Customer have reached agreement on the sale and purchase of thirty (30) Model 787-10 aircraft, and Boeing and Customer desire to amend the Purchase Agreement to add the thirty (30) Model 787-10 aircraft to the Purchase Agreement , and to designate such Model 787-10 aircraft as 787-10 Block A Aircraft .

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

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1. PURCHASE AGREEMENT .

The Purchase Agreement is deleted in its entirety and replaced by a new Purchase Agreement, attached as Enclosure 1 to this Supplemental Agreement No. 2, which reflects the addition of the 787-10 Aircraft and, in the case of the Table of Contents, the revisions set forth in this Supplemental Agreement No. 2.

2. TABLE 1 .

a. Table 1 to Purchase Agreement No. PA-03659, Aircraft Delivery, Description, Price and Advance Payments GENX-1B74/75 Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Information Table – GENX-1B74/75 Engines , provided as Enclosure 2 to this Supplemental Agreement No. 2 and hereby incorporated into the Purchase Agreement. This Table 1A contains delivery, description, price, and advance payment information for the 787-9 Block A Aircraft equipped with General Electric GEnx-1B74/75 engines;

b. Table 1 to Purchase Agreement No. PA-03659, Aircraft Delivery, Description, Price and Advance Payments Trent Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Information Table – Trent 1000J Engines , provided as Enclosure 3 to this Supplemental Agreement No. 2 and hereby incorporated into the Purchase Agreement. This Table 1A contains delivery, description, price, and advance payment information for the 787-9 Block A Aircraft equipped with Rolls Royce Trent 1000-J engines;

c. A new Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Information Table – GENX-1B74/75 Engines , provided as Enclosure 4 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. This Table 1B contains delivery, description, price, and advance payment information for the 787-9 Block B Aircraft equipped with General Electric GEnx-1B74/75 engines;

d. A new Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Information Table – Trent 1000-J Engines , provided as Enclosure 5 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. This Table 1B contains delivery, description, price, and advance payment information for the 787-9 Block B Aircraft equipped with Rolls Royce Trent 1000-J engines;

e. A new Table 1C to Purchase Agreement No. PA-03659, 787-10 Information Table – GENX-1B74/75 Engines , provided as Enclosure 6 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. This Table 1C contains delivery, description, price, and advance payment information for the 787-10 Block A Aircraft equipped with General Electric GEnx-1B74/75 engines; and

f. A new Table 1C to Purchase Agreement No. PA-03659, 787-10 Information Table – Trent 1000-J Engines , provided as Enclosure 7 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. This Table 1C contains

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delivery, description, price, and advance payment information for the 787-10 Block A Aircraft equipped with Rolls Royce Trent 1000-J engines.

3. EXHIBITS

a. Exhibit A to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Exhibit A to Purchase Agreement Number PA-03659 , provided as Enclosure 8 to this Supplemental Agreement No. 2 and hereby incorporated into the Purchase Agreement. This Exhibit A contains the aircraft configuration for the 787-9 Block A Aircraft, 787-9 Block B Aircraft, and 787-10 Block A Aircraft;

b. Exhibit B to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Exhibit B to Purchase Agreement Number PA-03659 , provided as Enclosure 9 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft.

4. SUPPLEMENTAL EXHIBITS

a. Supplemental Exhibit AE1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit AE1 to Purchase Agreement Number PA-03659 , provided as Enclosure 10 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft;

b. Supplemental Exhibit BFE1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit BFE1 to Purchase Agreement Number PA-03659 , provided as Enclosure 11 to this Supplemental Agreement No. 2, which reflects the addition of (i) the 787-9 Block B Aircraft and (ii) the 787-10 Block A Aircraft;

c. Supplemental Exhibit CS1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit CS1 to Purchase Agreement Number PA-03659 , provided as Enclosure 12 to this Supplemental Agreement No. 2, which reflects the updated Training Points available to Customer as a result of the addition of (i) the 787-9 Block B Aircraft and (ii) 787-10 Block A Aircraft to the Purchase Agreement;

d. Supplemental Exhibit EE1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit EE1 to Purchase Agreement Number PA-03659 , provided as Enclosure 13 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft; and

e. Supplemental Exhibit SLP1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit SLP1 to Purchase Agreement Number PA-03659 , provided as Enclosure 14 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft;

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5. LETTER AGREEMENTS .

a. Letter Agreement LA-1104716, [ * ], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104716R1, [ * ], provided as Enclosure 15 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) [ * ]; (iii) [ * ]; and (iv) reference to the updated Leasing Matters Letter Agreement number.

b. Letter Agreement LA-1104717, Demonstration Flight Waiver , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104717R1, Demonstration Flight Waiver , provided as Enclosure 16 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

c. Letter Agreement LA-1104718, [ * ], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104718R1, [ * ], provided as Enclosure 17 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

d. Letter Agreement LA-1104719, Other Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104719R1, Other Matters , provided as Enclosure 18 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference, (ii) a updated data and documents list that will be provided to Subsequent Lessees and (iii) updated provisions concerning 787 e-Enabling transition services;

e. Letter Agreement LA-1104720, Advance Payment Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R1, Advance Payment Matters , provided as Enclosure 19 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) the addition of the alternative fixed advance payment schedule for the 787-9 Block B Aircraft; (iii) the addition of the alternative fixed advance payment schedule for the 787-10 Block A Aircraft; and (iv) [ * ];

f. Letter Agreement LA-1104721, [ * ], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104721R1, [ * ], provided as Enclosure 20 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) [ * ]; and (iii) [ * ];

g. Letter Agreement LA-1104722, Assignment of Customer’s Interest to a Subsidiary or Affiliate , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104722R1, Assignment of Customer’s Interest to a Subsidiary or Affiliate , provided as Enclosure 21 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

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

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h. Letter Agreement LA-1104725, [ * ], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104725R1, [ * ], provided as Enclosure 22 to this Supplemental Agreement No. 2, [ * ];

i. Letter Agreement LA-1104726, Special Matters relating to COTS Software and End User License Agreements , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104726R1, Special Matters relating to COTS Software and End User License Agreements , provided as Enclosure 23 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

j. Letter Agreement LA-1104727R1, AGTA Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104727R2, AGTA Matters , provided as Enclosure 24 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

k. Letter Agreement LA-1104728, Leasing Matters for 787 Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104728R1, Leasing Matters for 787 Aircraft , provided as Enclosure 25 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference and (ii) [ * ];

l. Letter Agreement LA-1104729, Liquidated Damages – Non-Excusable Delay , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104729R1, Liquidated Damages – Non-Excusable Delay , provided as Enclosure 26 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference and (ii) [ * ];

m. Letter Agreement LA-1104730, Model 787 Open Configuration Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104730R1, Model 787 Open Configuration Matters , provided as Enclosure 27 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) addition of the 787-9 Block B Aircraft initial configuration; and (iii) addition of the 787-10 Block A Aircraft initial configuration;

n. Letter Agreement LA-1104731, Aircraft Performance Guarantees , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104731R1, Aircraft Performance Guarantees – 787-9 Block A Aircraft , provided as Enclosure 28 to this Supplemental Agreement No. 2, [ * ];

o. Letter Agreement LA-1104733, Special Terms – Seats and In-flight Entertainment , is deleted in its entirety and replaced by a revised Letter Agreement LA-

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

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1104733R1, Special Terms – Seats and In-flight Entertainment , provided as Enclosure 29 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

p. Letter Agreement LA-1104734, Special Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104734R1, Special Matters – 787-9 Block A Aircraft , provided as Enclosure 30 to this Supplemental Agreement No. 2, [ * ];

q. A new Letter Agreement LA-1300863, Performance Guarantees – 787-10 Block A Aircraft , provided as Enclosure 31 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. LA-1300863 contains the aircraft performance guarantees that will be applied to only the 787-10 Block A Aircraft.

r. A new Letter Agreement LA-1300864, Performance Guarantees – 787-9 Block B Aircraft , provided as Enclosure 32 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ];

s. A new Letter Agreement LA-1301080, Special Matters – 787-9 Block B Aircraft , provided as Enclosure 33 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ];

t. A new Letter Agreement LA-1301081, Special Matters – 787-10 Block A Aircraft , provided as Enclosure 34 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ];

u. A new Letter Agreement LA-1301082, [ * ], provided as Enclosure 35 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ];

v. A new Letter Agreement LA-1301083, Promotional Support – 787-10 Aircraft , provided as Enclosure 36 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. LA-1301083 contains the promotional support considerations available to Customer as a result of the addition of the 787-10 Block A Aircraft to the Purchase Agreement; and

w. A new Letter Agreement LA-1301084, [ * ], provided as Enclosure 37 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ].

x. A new Letter Agreement LA-1302043, [ * ], provided as Enclosure 38 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ].

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

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y. Letter Agreement LA-1302348R1, [ * ], provided as Enclosure 39 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement. [ * ].

6. ADDITIONAL CONDITIONS .

All Advance Payment amounts Customer owes Boeing as a result of the execution of this Supplemental Agreement will be paid to Boeing at the time of execution.

[ Remainder of page intentionally left blank]

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

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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.

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

THE BOEING COMPANY		AIR LEASE CORPORATION


BY:	/s/ Ken Takahashi	BY:	/s/ Grant Levy

ITS:	Attorney-In-Fact	ITS:	Executive Vice President

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Enclosure 1

PURCHASE AGREEMENT NUMBER PA-03659

between

THE BOEING COMPANY

and

Air Lease Corporation

Relating to Boeing Model 787-9 and 787-10 Aircraft

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Enclosure 1

TABLE OF CONTENTS

ARTICLES
Article 1.	Quantity, Model, Description and Inspection	SA-2
Article 2.	Delivery Schedule	SA-2
Article 3.	Price	SA-2
Article 4.	Payment	SA-2
Article 5.	Additional Terms	SA-2

TABLE
1 A .	787-9 Block A Aircraft Information Table	SA-2
1B.	787-9 Block B Aircraft Information Table	SA-2
1C.	787-10 Block A Aircraft Information Table	SA-2

EXHIBIT
A.	Aircraft Configuration	SA-2
B.	Aircraft Delivery Requirements and Responsibilities	SA-2

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment Airframe and Optional Features	SA-2
BFE1.	BFE Variables	SA-2
CS1.	Customer Support Document	SA-2
EE1.	[ * ], Engine Warranty and Patent Indemnity –General Electric Engines	SA-2
EE1.	[ * ], Engine Warranty and Patent Indemnity – Rolls Royce Engines	SA-2
SLP1.	Service Life Policy Components	SA-2

LETTER AGREEMENTS
LA-1104716 R1	[ * ]	SA-2
LA-1104717 R1	Demonstration Flight Waiver	SA-2
LA-1104718 R1	[ * ]	SA-2
LA-1104719 R1	Other Matters	SA-2
LA-1104720 R1	Advance Payment Matters	SA-2
LA-1104721 R1	[ * ]	SA-2
LA-1104722 R1	Assignment of Customer’s Interest to a Subsidiary or Affiliate	SA-2
LA-1104724	e-Enabling Software Matters
LA-1104725 R1	[ * ]	SA-2
	Special Matters relating to COTS Software and End User License Agreements	SA-2
LA-1104727 R2	AGTA Matters	SA-2
LA-1104728 R1	Leasing Matters for 787 Aircraft	SA-2

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

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Enclosure 1

LA-1104729 R1	Liquidated Damages – Non-Excusable Delay	SA-2
LA-1104730 R1	Open Configuration Matters	SA-2
LA-1104731 R1	Performance Guarantees – 787-9 Block A Aircraft	SA-2
LA-1104733 R1	Special Terms - Seats and In-flight Entertainment	SA-2
LA-1104734 R1	Special Matters – 787-9 Block A Aircraft	SA-2
LA-1300863	Performance Guarantees – 787-10 Block A Aircraft	SA-2
LA-1300864	Performance Guarantees – 787-9 Block B Aircraft	SA-2
LA-1301080	Special Matters – 787-9 Block B Aircraft	SA-2
LA-1301081	Special Matters – 787-10 Block A Aircraft	SA-2
LA-1301082	[ * ]	SA-2

LA-1301083	Promotional Support – 787-10 Aircraft	SA-2
LA-1301084	[ * ]	SA-2
LA-1302043	[ * ]	SA-2
LA-1302348R1	[ * ]	SA-2

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

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Enclosure 1

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Purchase Agreement No. PA-03659 between The Boeing Company, a Delaware corporation, ( Boeing ) and Air Lease Corporation, a Delaware corporation, ( Customer ) relating to the purchase and sale of Model 787-9 and Model 787-10 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, ( Purchase Agreement ) incorporates and amends the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of September 30, 2010 between the parties, identified as HAZ-AGTA ( AGTA ).

1. Quantity, Model, Description and Inspection .

The aircraft to be delivered to Customer will be designated as Model 787-9 or Model 787-10 aircraft ( collectively, the Aircraft ). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement. After execution of the Purchase Agreement, Boeing will provide Customer a Boeing document defining a customer inspection process appropriate to the 787 manufacturing process ( 787 Inspection Process ) which will apply in lieu of inspection processes traditionally applicable to other models of aircraft and will supersede the provisions of Article 5.2 of the AGTA.

2. Delivery Schedule .

3. Price .

3.1 Aircraft Basic Price . The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

3.2 Advance Payment Base Prices . The Advance Payment Base Prices listed in Table 1 were calculated utilizing the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.

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Enclosure 1

4. Payment .

4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft ( Deposit ).

4.2 The standard advance payment schedule for the Model 787-9 and Model 787-10 aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of [ * ], less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.

4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.

5. Additional Terms .

5.2 Escalation Adjustment/Airframe and Optional Features . Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula .

5.3 Customer Support Variables . Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. Supplemental Exhibit CS1 supersedes in its entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to the AGTA shall be deemed to refer to Supplemental Exhibit CS1 to the Purchase Agreement .

5.4 [ * ]. Supplemental Exhibit EE1 describes the [ * ] and contains the engine warranty and the engine patent indemnity for the Aircraft.

5.5 Service Life Policy Component Variables . Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

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

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Enclosure 1

5.6 Public Announcement . Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative.

5.7 Negotiated Agreement; Entire Agreement . This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES , has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.

AGREED AND ACCEPTED this

September 13, 2013
Date

THE BOEING COMPANY		AIR LEASE CORPORATION

/s/ Ken Takahashi		/s/ Grant Levy
Signature		Signature

Ken Takahashi		Grant Levy
Printed name		Printed name

Attorney-in-Fact		Executive Vice President
Title		Title

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Enclosure 2

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

GENX-1B74/75 Engines

Airframe Model/MTOW:	787-9	545000 pounds	Detail Specification:	787B1-4102-D (4/27/2011)
Engine Model/Thrust:	GENX-1B74/75	74100 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:		[*]	Engine Escalation Data:
Seller Purchased Equipment (SPE) Estimate:		[*]	Base Year Index (ECI):		[*]
In Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (CPI):		[*]
Deposit per Aircraft:		[*]

		Escalation	Escalation	Manufacturer’s	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery	Number of	Factor	Factor	Serial	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Number	Price Per A/P
[] 2019[]	1	[*]	[*]	42116	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	42117	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	42118	[*]	[*]	[*]	[*]	[*]
[*] 2019	1	[*]	[*]	42119	[*]	[*]	[*]	[*]	[*]
Total:	4

[*]

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

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Enclosure 3

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000J Engines

Airframe Model/MTOW:	787-9	545000 pounds	Detail Specification:	787B1-4102-D (4/27/2011)
Engine Model/Thrust:	TRENT1000-J	73800 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:		[*]	Engine Escalation Data:
Seller Purchased Equipment (SPE) Estimate:		[*]	Base Year Index (ECI):		[*]
In Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (CPI):		[*]
Deposit per Aircraft:		[*]

		Escalation	Escalation	Manufacturer’s	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

Delivery	Number of	Factor	Factor	Serial	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Number	Price Per A/P
[] 2019[]	1	[*]	[*]	42116	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	42117	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	42118	[*]	[*]	[*]	[*]	[*]
[*] 2019	1	[*]	[*]	42119	[*]	[*]	[*]	[*]	[*]
Total:	4

[*]

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

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Enclosure 4

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Airframe Model/MTOW:	787-9	553000 pounds	Detail Specification:	787B1-4102-J (5/17/2013)
Engine Model/Thrust:	GENX-1B74/75	74100 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:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):		[*]
			Base Year Index (CPI):		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*] 2019		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2020		[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	3

[*]

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

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Page 1

Enclosure 5

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000J Engines

Airframe Model/MTOW:	787-9	553000 pounds	Detail Specification:	787B1-4102-J (5/17/2013)
Engine Model/Thrust:	TRENT1000-J	73800 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:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):		[*]
			Base Year Index (CPI):		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*] 2019		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2020		[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	3

[*]

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

SA-2

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Boeing Proprietary

Page 1

Enclosure 6

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Airframe Model/MTOW:	787-10	553000 pounds	Detail Specification:	787B1-3806-E (5/10/2013)
Engine Model/Thrust:	GENX-1B74/75	74100 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:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):		[*]
			Base Year Index (CPI):		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*] 2019		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]

SA-2

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

Page 1

Enclosure 6

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]

SA-2

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

Page 2

Enclosure 6

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]

SA-2

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

Page 3

Enclosure 6

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]

SA-2

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

Page 4

Enclosure 6

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]

SA-2

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

Page 5

Enclosure 6

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2023		[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	30

[*]

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

SA-2

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

Page 6

Enclosure 7

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000-J Engines

Airframe Model/MTOW:	787-10	553000 pounds	Detail Specification:	787B1-3806-E (5/10/2013)
Engine Model/Thrust:	TRENT1000-J	74100 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:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):		[*]
			Base Year Index (CPI):		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
[*] 2019		[*]	[*]	[*]	[*]	[*]	[*]	*[]**
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

SA-2

Page 1

Enclosure 7

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000-J Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

SA-2

Page 2

Enclosure 7

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000-J Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

SA-2

Page 3

Enclosure 7

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000-J Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

SA-2

Page 4

Enclosure 7

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000-J Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

SA-2

Page 5

Enclosure 7

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000-J Engines

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

Delivery	Number of	Factor	Factor	Adv Payment Base	*[]**	*[]**	*[]**	*[]**

Date	Aircraft	(Airframe)	(Engine)	Price Per A/P
*[]**		[*]	[*]	[*]	[*]	[*]	[*]	[*]
*[]**	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*] 2023		[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	30

[*]

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

HAZ-PA-03659 63946-1F.TXT

Boeing Proprietary

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Enclosure 8

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Air Lease Corporation

Exhibit A to Purchase Agreement Number PA-03659

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Exhibit A-1

AIRCRAFT CONFIGURATION

Dated _______________, 2013

relating to

BOEING MODEL 787-9 BLOCK A AIRCRAFT

The contents of Exhibit A -1 will be defined pursuant to the provisions of Letter Agreement HAZ -PA-03659-LA-1104730 R1 , “Open Configuration Matters”, to the Purchase Agreement.

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Exhibit A-2

AIRCRAFT CONFIGURATION

Dated _______________, 2013

relating to

BOEING MODEL 787-9 BLOCK B AIRCRAFT

The contents of Exhibit A-2 will be defined pursuant to the provisions of Letter Agreement HAZ-PA-03659-LA-1104730R1, “Open Configuration Matters”, to the Purchase Agreement.

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Enclosure 8

Exhibit A-3

AIRCRAFT CONFIGURATION

Dated _______________, 2013

relating to

BOEING MODEL 787-10 BLOCK A AIRCRAFT

The contents of Exhibit A-3 will be defined pursuant to the provisions of Letter Agreement HAZ-PA-03659-LA-1104730R1, “Open Configuration Matters”, to the Purchase Agreement.

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Enclosure 9

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

Air Lease Corporation

Exhibit B to Purchase Agreement Number PA-03659

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Enclosure 9

Exhibit B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 787-9 and 787-10 AIRCRAFT

1. GOVERNMENT DOCUMENTATION REQUIREMENTS .

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents. Not later than [ * ] prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than [ * ] prior to delivery of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.

1.2 Certificate of Sanitary Construction .

1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft.

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

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Health Service and present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to commercial passenger-configured aircraft.

1.3 Customs Documentation .

2. Insurance Certificates .

Unless provided earlier, Customer or Customer’s Lessee will provide to Boeing within [ * ] prior to delivery, but not later than [ * ] prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.

3. NOTICE OF FLYAWAY CONFIGURATION .

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

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(iii) any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft;

(iv) a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

(v) a complete ferry flight itinerary.

4. DELIVERY ACTIONS BY BOEING .

4.2 Schedule of Demonstration Flights . All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.

4.3 Schedule for Customer’s Flight Crew . Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.

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

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Aircraft Model		Fuel Provided
737		[ * ]
747		[ * ]
757		[ * ]
767		[ * ]
777		[ * ]
787		[ * ]

4.6 Delivery Papers, Documents and Data . Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing sales subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s sales subsidiary to Customer.

5. DELIVERY ACTIONS BY CUSTOMER .

5.1 Aircraft Radio Station License . At delivery Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log . At delivery Customer will provide the Aircraft Flight Log for the Aircraft.

5.4 TSA Waiver Approval . Should the Aircraft be exported, a TSA waiver approval is required for the ferry flight, unless Customer has a TSA approved program. Customer is responsible for submittal of TSA waiver to the TSA and following up with the TSA for the approval. A copy of the TSA waiver approval is to be provided by

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

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Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.

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Enclosure 10

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

Air Lease Corporation

Supplemental Exhibit AE1

to Purchase Agreement Number PA-03659

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ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

relating to

BOEING MODEL 787-9 and 787-10 AIRCRAFT

1. Formula .

P a = [ * ]

Where:

P a = [ * ]

P = [ * ]

L = [ * ]

Where:

ECI b is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement);

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

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M = [ * ]

Where:

CPI b is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement); and

As an example, for an Aircraft scheduled to be delivered in the month of July, the months of June, July, and August of the preceding year will be utilized in determining the value of ECI and CPI.

Note:

(i) In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

(ii) [ * ]

(iii) [ * ]

(v) The final value of P a will be rounded to the nearest dollar.

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

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(vi) The Airframe Price Adjustment will not be made if it will result in a decrease in the Aircraft Basic Price.

2. Values to be Utilized in the Event of Unavailability.

Note:

(i) The values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first

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

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day of the scheduled delivery month of an Aircraft will be used to determine the ECI and CPI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject always to paragraph 2.4 above.

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BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit BFE1

to Purchase Agreement Number 03659

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BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-9 and 787-10 AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection .

Customer will:

Select and notify Boeing of the suppliers and model/part of the following BFE items by the first day of the following months:

Item	Number of months prior to the first day of the scheduled month of delivery
Premium Seats with Design for Manufacturing and Assembly (DFMA) required (and IFE Supplier)	[ * ]
Premium Seats that meet the seat program requirements and in-sequence installation requirements of Boeing document D6-83347	[ * ]
Bar Units	[ * ]
Galley Carts	[ * ]
Life Vests	[ * ]
Upholstery	[ * ]

2. On-dock Dates and Other Information .

On or before [ * ], Boeing will provide to Customer BFE requirements, electronically in My Boeing Fleet ( MBF ) through My Boeing Configuration ( MBC ) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other requirements relating to the in-sequence installation of

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

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BFE. These requirements may be periodically revised by Boeing. Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA. For planning purposes, the first Aircraft preliminary BFE seat requirements and preliminary on-dock dates for all BFE items are set forth below.

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The below “Completion Date” represents the first day of the month by which the specific milestone must be completed to support a BFE seat program.

Customer’s Code 1 Introduction Aircraft: BFE Seat Program Milestones ( Code 1 Introduction Aircraft Delivery Only)

Milestone	Completion Date
Initial Technical Coordination Meeting (ITCM)	[ * ]
Preliminary Design Review (PDR)	[ * ] *
Critical Design Review (CDR)	[ * ] *
Final Seat Review (FSR)	[ * ] *
Inspection	[ * ] *
Premium Seat On-Dock Date for Code 1 Introduction Aircraft delivery	[ * ]

* Will be determined at the ITCM for the respective Code 1 Introduction Aircraft.

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

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Preliminary On-Dock and Customer Inspection Months

(Note: All requirements are set forth below. If a month is listed, then the due date is the first day of the month. If no date is listed, then there is no requirement.)

787-9 Aircraft:

For planning purposes, preliminary BFE on-dock dates:
Scheduled Month/Year of Delivery	Quantity	Premium Seats	Bar Units	Galley Carts	Life Vests	Upholstery
[ * ]	5	[ * ]
[ * ]	2	[ * ]

787-10 Aircraft:

For planning purposes, preliminary BFE on-dock dates:
Scheduled Month/Year of Delivery	Quantity	Premium Seats	Bar Units	Galley Carts	Life Vests	Upholstery
[ * ]	3	[ * ]
[ * ]	7
[ * ]	7
[ * ]	8
[ * ]	5

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

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2. Additional Delivery Requirements - Import .

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

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787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

And

Air Lease Corporation

Supplemental Exhibit CS1 to Purchase Agreement Number PA-03659

This document contains :

Part 1	Boeing Maintenance and Flight Training Programs; Operations Engineering Support
Part 2	Field and Engineering Support Services
Part 3	Technical Information and Materials
Part 4	Alleviation or Cessation of Performance
Part 5	Protection of Proprietary Information and Proprietary Materials

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787 CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING

PROGRAMS; OPERATIONS ENGINEERING SUPPORT

1. Boeing Training Programs .

Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.

1.1 Customer is awarded [ * ] points ( Training Points ). At any time before twenty-four (24) months after delivery of Customer’s last Aircraft ( Training Program Period ) Customer may exchange Training Points for any of the training courses described on Attachment A at the point values described on Attachment A or for other training Boeing may identify at specified point values. At the end of the Training Program Period any unused Training Points will expire.

1.2 In addition to the training provided in Article 1.1, Boeing will provide to Customer the following training and services:

1.2.1 Flight dispatcher model specific instruction; one (1) class of six (6) students (1 aircraft); Flight dispatcher model specific instruction; two (2) classes of six (6) students ( > 2 aircraft);

1.2.2 performance engineer model specific instruction in Boeing’s regularly scheduled courses; schedules are published yearly.

1.2.3 Additional Flight Operations Services:

(i) Boeing flight crew personnel to assist in ferrying the first Aircraft to Customer’s main base;

(ii) Instructor pilots for sixty (60) Man Days (as defined in Article 5.4, below) for revenue service training assistance (1 aircraft); Instructor pilots for ninety (90) Man Days (as defined in Article 5.4, below) for revenue service training assistance ( > 2 aircraft);

(iii) an instructor pilot to visit Customer six (6) months after revenue service training to review Customer’s flight crew operations for a two (2) week period.

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

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If any part of the training described in this Article 1.2 is not completed by Customer within twenty-four (24) months after the delivery of the last Aircraft, Boeing will have no obligation to provide such training.

2. Training Schedule and Curricula .

2.1 Customer and Boeing will together conduct planning conferences approximately twelve (12) months before the scheduled delivery month of the first Aircraft of a model to define and schedule the maintenance, flight training and cabin attendant training programs. At the conclusion of each planning conference the parties will document Customer’s course selection, training schedule, and, if applicable, Training Point application and remaining Training Point balance.

2.2 Customer may also request training by written notice to Boeing identifying desired courses, dates and locations. Within fifteen (15) days of Boeing’s receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available at the times and locations requested by Customer.

3. Location of Training .

3.1 Boeing will conduct all flight and maintenance training at any of its or its wholly-owned subsidiaries’ training facilities equipped for the Aircraft. Customer shall decide on the location or mix of locations for training, subject to space being available in the desired courses at the selected training facility on the dates desired. Notwithstanding the above, dispatcher and performance engineering training will only be conducted at the Boeing Seattle training campus.

3.2 If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the dispatcher and performance engineering training courses) at a mutually acceptable alternate training site, subject to the following conditions:

3.2.1 Customer will provide acceptable classroom space, simulators (as necessary for flight training) and training equipment required to present the courses;

3.2.2 Customer will pay Boeing’s then current per diem for Boeing instructor for each day, or fraction thereof, that the instructor is away from his home location, including travel time;

3.2.3 Customer will reimburse Boeing for the actual costs of round-trip transportation for Boeing's instructors and the shipping costs of training Materials which must be shipped between the primary training facility and the alternate training site;

3.2.4 Customer will be responsible for all taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing and its employees as a result of Boeing providing training at the alternate site or incurred as a result of Boeing providing revenue service training; and

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3.2.5 those portions of training that require the use of training devices not available at the alternate site will be conducted at Boeing’s facility or at some other alternate site. Customer will be responsible for additional expenses, if any, which result from the use of such alternate site.

4. Training Materials .

Training Materials will be provided for each student. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

5. Additional Terms and Conditions .

5.1 All training will reflect an airplane configuration defined by (i) Boeing’s standard configuration specification for 787 aircraft, (ii) Boeing’s standard configuration specification for the minor model of 787 aircraft selected by Customer, and (iii) any Optional Features selected by Customer from Boeing’s standard catalog of Optional Features. Upon Customer’s request, Boeing may provide training customized to reflect other elements of Customer’s Aircraft configuration subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions.

5.2 All training will be provided in the English language. If translation is required, Customer will provide interpreters.

5.3 Customer will be responsible for all expenses of Customer’s personnel except that in the Puget Sound region of Washington State Boeing will transport Customer’s personnel between their local lodgings and Boeing’s training facility. If Boeing determines that training will be provided in Charleston, South Carolina, Boeing will evaluate providing transportation services at that site. If in the future Boeing offers transportation services in Charleston, South Carolina, such services will be provided to Customer consistent with Boeing’s then-current policies in place regarding transportation services.

5.4 Boeing flight instructor personnel will not be required to work more than five (5) days per week, or more than eight (8) hours in any one twenty-four (24) hour period ( Man Day ), of which not more than five (5) hours per eight (8) hour workday will be spent in actual flying. These foregoing restrictions will not apply to ferry assistance or revenue service training services, which will be governed by FAA rules and regulations.

5.5 Normal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing’s facility, and will include ground support and Aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for flight crew training at Boeing’s facility in accordance with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair Station Operation and Inspection Manual (Boeing document D6-25470). Customer will provide

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such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts.

5.6 If the training is based at Boeing’s facility and the Aircraft is damaged during such training, Boeing will make all necessary repairs to the Aircraft as promptly as possible. Customer will pay Boeing’s reasonable charge, including the price of parts and materials, for making the repairs. If Boeing’s estimated labor charge for the repair exceeds Twenty-five Thousand U.S. Dollars ($25,000), Boeing and Customer will enter into an agreement for additional services before beginning the repair work.

5.7 If the flight training is based at Boeing’s facility, several airports in the surrounding area may be used, at Boeing’s option. Unless otherwise agreed in the flight training planning conference, it will be Customer’s responsibility to make arrangements for the use of such airports.

5.8 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer’s behalf any landing fees charged by any airport used in conjunction with the flight training. At least thirty (30) days before flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any landing fees Boeing paid on Customer’s behalf. The invoice will be submitted to Customer approximately sixty (60) days after flight training is completed, when all landing fee charges have been received and verified. Customer will pay the invoiced amount to Boeing within thirty (30) days of the date of the invoice.

5.9 If requested by Boeing, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an Aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such Aircraft. If flight of the Aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight.

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787 CUSTOMER SUPPORT DOCUMENT

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES

1. Field Service Representation .

Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of the Aircraft ( Field Service Representatives ).

1.1 Field Service representation will be available at or near Customer’s main maintenance or engineering facility beginning before the scheduled delivery month of the first Aircraft and ending twelve (12) months after delivery of the last Aircraft covered by a specific purchase agreement.

1.2 When a Field Service Representative is positioned at Customer’s facility, Customer will provide, at no charge to Boeing, suitable furnished office space and office equipment, including internet capability for electronic access of data, at the location where Boeing is providing Field Service Representatives. As required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities.

1.3 Boeing’s Field Service Representatives are assigned to various airports and other locations around the world. Whenever Customer’s Aircraft are operating through any such airport, the services of Boeing’s Field Service Representatives are available to Customer.

2. Engineering Support Services .

2.1 Boeing will, if requested by Customer, provide technical advisory assistance from the Seattle area or at a base designated by Customer as appropriate for any Aircraft or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical advisory assistance, provided, will include:

2.1.1 Analysis of the information provided by Customer to determine the probable nature and cause of operational problems and suggestion of possible solutions.

2.1.2 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and the suggestion of possible solutions.

2.1.3 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and the suggestion of possible solutions.

2.1.4 Analysis and commentary on Customer’s engineering releases relating to structural repairs not covered by Boeing’s Structural Repair Manual including those repairs requiring advanced composite structure design.

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2.1.5 Analysis and commentary on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.

2.1.6 Maintenance Engineering . Boeing will provide the following Maintenance Engineering support:

2.1.6.1 Maintenance Planning Assistance . Upon request, Boeing will provide (i) one (1) on-site visit to Customer’s main base to assist with maintenance program development and to provide consulting related to maintenance planning and (ii) one (1) on site visit to Customer's main base to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

2.1.6.2 GSE/Shops/Tooling Consulting . Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

2.1.6.3 Maintenance Engineering Evaluation . Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

2.1.7 Operations Engineering Support . Boeing will provide the following Flight Operations Engineering support:

2.1.7.1 Assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer’s operation of Aircraft.

2.1.7.2 Assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual Aircraft performance.

2.1.7.3 Assistance with solving operational problems associated with delivery and route-proving flights.

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2.1.7.4 Information regarding significant service items relating to Aircraft performance or flight operations.

2.1.7.5 If requested by Customer, Boeing will provide operations engineering support during the ferry flight of an Aircraft. Such support will be provided from the Puget Sound area or from an alternate location, at Boeing’s sole discretion.

2.1.7.6 Assistance in developing an Extended Twin Operations ( ETOPs ) plan for regulatory approval.

2.2 Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the initial departure flight or upon the return of the Aircraft to Boeing’s facility prior to completion of that flight. The following conditions will apply to Boeing’s performance:

2.2.1 Boeing may rely upon the commitment authority of the Customer’s personnel requesting the work.

2.2.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply.

2.2.3 The provisions of the Boeing warranty in Part 2 of Exhibit C of the AGTA apply.

2.2.4 Customer will pay Boeing for requested work not covered by the Boeing warranty, if any.

2.2.5 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA apply.

2.3 Boeing may, at Customer’s request, provide services other than those described in Articles 2.1 and 2.2 of this Part 2 of Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, retrofit kit changes (kits and/or information), training, flight services, maintenance and repair of Aircraft ( Additional Services ). Such Additional Services will be subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions. The DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. Title to and risk of loss of any such Aircraft will always remain with Customer.

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787 CUSTOMER SUPPORT DOCUMENT

PART 3: TECHNICAL INFORMATION AND MATERIALS

1. General .

Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the Aircraft.

Customer Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data; (vii) scheduled maintenance data; and (viii) service bulletin incorporation.

Upon execution by Customer of Boeing’s standard form Customer Services General Terms Agreement and Supplemental Agreement for Electronic Access and, as required, the applicable Boeing licensed software order, Boeing will provide to Customer through electronic access certain Materials to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance with Aerospace Industries Association Specification 1000D (S1000D) and Air Transport Association of America ( ATA ) iSpec 2200, entitled “Information Standards for Aviation Maintenance.” Materials not covered by iSpec 2200 will be provided in a structure suitable for the Material’s intended use. Materials will be in English and in the units of measure used by Boeing to manufacture an Aircraft.

2. Materials Planning Conferences .

Customer and Boeing will conduct planning conferences approximately twelve (12) months before the scheduled delivery month of the first Aircraft in order to mutually determine (i) the Materials to be furnished to Customer in support of the Aircraft, (ii) the Customer Information to be furnished by Customer to Boeing, (iii) additional information related to certain Boeing furnished Materials, including but not limited to: delivery timing, delivery method and revision information, all of which shall be recorded in a worksheet ( Document Worksheet ) (iv) the update cycles of the Customer Information to be furnished to Boeing, (v) any Customer preparations necessary for Customer’s transmittal of Customer Information to Boeing, and (vi) any Customer preparations necessary for Customer’s electronic access to the Materials.

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3. Technical Data and Maintenance Information .

Boeing will provide technical data and maintenance information equivalent to that traditionally provided in the following manuals and documents. The format for this data and information is not yet determined in all cases. Whenever possible Boeing will provide such data and information through electronic access or other means, both at its sole discretion.

(i) Flight Operations Information .

Airplane Flight Manual (AFM)

Dispatch Deviation Guide (DDG)

ETOPS Guide Vol. III (Operational Guidelines and Methods)

Flight Attendant Manual (FAM)

Flight Crew Operations Manual and Quick Reference Handbook (FCOM/QRH)

Flight Crew Training Manual (FCTM)

Flight Management Computer (FMC) Supplementary Data Document

Jet Transport Performance Methods (JTPM)

Performance Engineer’s Tool (PET)

Weight and Balance Manual (Chapter 1, Control and Loading) (WBM)

(ii) Maintenance Information .

Aircraft Maintenance Manual (Part 1) (AMM)

Systems Description Section (SDS)

Aircraft Maintenance Manual (Part 2) (AMM)

Practices and Procedures

Baggage Cargo Loading Manual (BCLM)

Boeing Component Maintenance Manual (BCMM)

Component Service Bulletins (CSB)

Engineering Design Data – Assembly and Installation Drawings

Engineering Design Data – Assembly and Installation Drawings Bill of Materials

Fault Isolation Manual (FIM)

Fault Reporting Manual (FRM)

Live Animal Carriage Document (LACD)

Maintenance Implementation Document (MID)

Power Plant Buildup Manual (except Rolls Royce) Maintenance Tips (MTIP)

Markers and Stencils

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Nondestructive Test Manual (NDT)

Profile Drawings

Remote Certification Service Bulletin

Service Bulletins (SB)

a. Service Bulletin Information Notices (IN)

Service Letters (SL)

Standard Overhaul Practices Manual Chapter 20 (SOPM)

Standard Wiring Practices Manual Chapter 20 (SWPM)

Structural Repair Manual (SRM)

Systems Schematics (SSM)

Validation Copy Service Bulletin

Wiring Diagrams (WDM)

(iii) Maintenance Planning .

Airplane Maintenance Inspection Intervals (AMII)

Configuration, Maintenance and Procedures (CMP) for ETOPS

ETOPS Guide Vol. II (Maintenance Program Guidelines)

Maintenance Planning Data (Sections 1-8) (MPD)

Maintenance Planning Data (Section 9)

787 Airworthiness Limitations (AWL)

Maintenance Planning Data (Section 9)

787 Certification Maintenance Requirements (CMR)

Maintenance Planning Data (Section 9)

787 Airworthiness Limitations - Line Number Specific (AWLLNS)

Maintenance Planning Data (Section 9)

787 Special Compliance Items (SCI)

Maintenance Review Board Report (MRBR)

Maintenance Task Cards and Index (TASK)

(iv) Spares Information .

Illustrated Parts Catalog Data (IPD)

Product Standards Books(PSDS)

(v) Airplane & Airport Information .

Airplane Characteristics for Airport Planning (ACAP)

Airplane Rescue and Fire Fighting Information (ARFF)

Airplane Recovery Document (ARD)

Engine Ground Handling Document (EGH)

ETOPS Guide Vol. 1 (CMP Supplement)

GSE Tooling Drawings (3D Model, bill of Material, 2D

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Drawings and Drawing Notes)

Illustrated Tool and Equipment Manual (ITEM)

Maintenance Facility and Equipment Planning Document (MFEPD)

Special Tool and Ground Handling Index (IND)

(vi) Shop Maintenance .

Component Maintenance Manual /Overhaul Manual (CMM/OHM) Index

Product Support Supplier Directory (PSSD)

Supplier’s Component Maintenance Manuals (SCMM)

Supplier Product Support and Assurance Agreements Document (Vols. 1 & 2) (PSAA)

Supplier Service Bulletins (SSB)

4. Advance Representative Materials .

Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.

5. Customized Materials .

All customized Materials will reflect the configuration of each Aircraft as delivered.

6. Revisions .

6.1 The schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.

6.2 If Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.

7. Supplier Technical Data .

7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment ( SFE ) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B dated December 1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.

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7.2 The provisions of this Article will not be applicable to items of BFE.

7.3 Boeing will furnish to Customer a document identifying the terms and conditions of the product support agreements between Boeing and its suppliers requiring the suppliers to fulfill Customer’s requirements for information and services in support of the Aircraft.

8. Buyer Furnished Equipment Data .

Boeing will incorporate BFE maintenance information into the customized Materials providing Customer makes the information available to Boeing at least six (6) months prior to the scheduled delivery month of each Aircraft. Boeing will incorporate such BFE maintenance information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. For BFE maintenance information provided less than six (6) months before delivery, Boeing will incorporate such BFE maintenance information at the earliest revision cycle. Upon Customer’s request, Boeing may provide update service after delivery to such information subject to the terms of Part 2, Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE maintenance information in Boeing’s standard digital format.

9. Customer’s Shipping Address .

From time to time Boeing may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address and Customer shall promptly notify Boeing of any change to that address. Boeing will pay the reasonable shipping costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.

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787 CUSTOMER SUPPORT DOCUMENT

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any services, training or other things at a facility designated by Customer if any of the following conditions exist:

1. a labor stoppage or dispute in progress involving Customer;

2. wars or warlike operations, riots or insurrections in the country where the facility is located;

3. any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;

4. the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or recommends that Boeing personnel or their families leave the country; or

After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

Boeing will not be required to provide any Materials at a facility designated by Customer if the United States Government refuses permission to Boeing to deliver Materials to the country where the facility is located.

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787 CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS

1. General .

All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information ( Proprietary Information ) belonging to Boeing or a third party ( Proprietary Materials ), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement.

2. License Grant .

2.1 Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.

2.2 Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Customer Information or derivative works thereof in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information.

3. Use of Proprietary Materials and Proprietary Information .

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.

4. Providing of Proprietary Materials to Contractors .

Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition,

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Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.

5. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies .

5.1 When and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

5.2 In the event of an Aircraft or Aircraft systems-related incident, the Customer may suspend, or block access to Customer Information pertaining to its Aircraft or fleet. Such suspension may be for an indefinite period of time.

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787 CUSTOMER SUPPORT DOCUMENT

ATTACHMENT A

787 TRAINING POINTS MENU

787 Training Courses	Per Class Student Maximum	Total Points Per Class*
Flight
787 Pilot Transition Course	2	17
787 Pilot Shortened Transition Course (STAR)	2	9
777 to 787 Pilot Differences Course	2	6
787 Pilot Recurrent Course	2	6
787 Pilot Transition Course during Non-social Sessions**	2	15
787 Pilot Shortened Transition Course (STAR) during Non-social Sessions**	2	8
777 to 787 Pilot Differences Course during Non-social Sessions**	2	5
787 Pilot Recurrent Course during Non-social Sessions**	2	5
Additional 787 Four Hour Simulator Session (with or without Boeing instructor)	2	1
Additional 787 Ground School Training Day (with or without FTD)	2	1
Cabin Crew/Door Training
787 Cabin Safety Training (includes Exits/Door Training)	12	2
787 Emergency Exits/Doors Training Course	12	1
Maintenance
787 General Familiarization Maintenance Course (web-based)	24	1
787 General Familiarization Maintenance Course (instructor-led)	24	3
787 Operations/Handling (web-based)	24	1
787 Airframe/Powerplant/Electrical/ Avionics (B1/B2 Compliant) Systems Line & Base Maintenance Course with web based Foundation Training (Theory only training)	15	25
787 EASA Part 147 Approved B2 Electrical/Avionics Line & Base Maintenance Course (Theory only training)	15	23
787 Engine Run-Up Course	3	2
787 Aircraft Rigging Course	6	7
787 Line Maintenance Support Systems	6	10
787 Fiber Optics Course	10	4
787 Repair of Advanced Composite Structures for Technicians Course	8	10
787 Composite Repair & Design for Engineers	8	10
787 Composite Repair for Inspectors	8	4

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Generic Training Courses
Composite/Metal Bond Part I - Introduction to Advanced Composite Materials and Metal Bond Repair	12	4
Composite/Metal Bond Part II - Basic Composite Repair for Technicians	12	5
Composite/Metal Bond Part III - Advanced Composite Component Repair	12	9
Composite/Metal Bond Part IV - Advanced Composite Repair for Technicians	12	5
Composite/Metal Bond Part V - Metal Bond Repair for Technicians	12	5
Repair of Advanced Composite Structures for Engineers	20	5
Composite Repair Design with Practical Application	12	10

Generic Training Courses
Corrosion Prevention & Control Course	10	4
Composite/Metal Bond Part I - Introduction to Advanced Composite Materials and Metal Bond Repair	12	4
Composite/Metal Bond Part II - Basic Composite Repair for Technicians	12	5
Composite/Metal Bond Part III - Advanced Composite Component Repair	12	9
Composite/Metal Bond Part IV - Advanced Composite Repair for Technicians	12	5
Composite/Metal Bond Part V - Metal Bond Repair for Technicians	12	5
Repair of Advanced Composite Structures for Engineers	20	5
Composite Repair Design with Practical Application	12	10

CBT Products	For Customer’s Internal Use Only CBT License
Flight
Initial Transition CBT	4 points/crew first year + 2 points/crew each additional year for 4 years Or
Initial Transition CBT	72 points first year + 22 points each additional year for 4 years - unlimited use
STAR CBT	3 points/crew first year + 1 point/crew each additional year for 4 years Or 54 points first year + 19 points each additional year for 4 years unlimited use
787 Cabin Safety Training CBT	20 points first year + 3 points each additional year for 4 years unlimited use
Maintenance
Line and Base Systems CBT (excludes Line Oriented Scenarios)	410 points per year for unlimited use

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*Points per Class are based upon training conducted according to the standard Boeing training course. Extended or modified courses will require point adjustment to reflect altered work statement or duration.

**Non-social Sessions are those in which any part of the session falls between midnight and 06:00 A.M. local time. To qualify for this discount all simulator sessions for a given course must be scheduled as Non-social Sessions.

***The courses and products listed in this Attachment A are subject to change from time to time as new courses are added and courses are removed. Boeing reserves the right to change course offering at its own discretion.

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[ * ],

ENGINE WARRANTY AND PATENT INDEMNITY

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit EE1

to Purchase Agreement Number PA-03659

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

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[ * ]

ENGINE WARRANTY AND PATENT INDEMNITY

relating to

BOEING MODEL 787-9 and 787-10 AIRCRAFT

1. [ * ]

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

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[ * ]

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

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[ * ]

2. [ * ]

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

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[ * ]

3. Engine Warranty .

Boeing has obtained from GE the right to extend to Customer the provisions of GE's warranty as set forth below (herein referred to as Warranty ); subject, however, to Customer's acceptance of the conditions set forth herein. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the provisions of GE's Warranty as hereinafter set forth, and such Warranty shall apply to all GEnx type engines (including all Modules and Parts thereof), as such terms are defined in the Warranty ( GEnx type Engines ) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and GE have executed, or hereinafter execute, a general terms agreement ( Engine GTA ), then the terms of the Engine GTA shall be substituted for and supersede the provisions of the Warranty and the Warranty shall be of no force or effect and neither Boeing nor GE shall have any obligation arising there from. In consideration for Boeing's extension of the GE Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such GEnx type Engines and Customer hereby waives releases and renounces all its rights in all such claims, obligations and liabilities.

The Warranty is contained in the Warranty and Product Support Plan set forth in Exhibit C to the applicable purchase contract between GE and Boeing. Copies of the Warranty and Product Support Plan shall be provided to Customer by Boeing upon request.

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

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[ * ],

ENGINE WARRANTY AND PATENT INDEMNITY

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit EE1

to Purchase Agreement Number PA-03659

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

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1. [ * ]

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

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[ * ]

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

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2. [ * ]

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

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[ * ]

3. Engine Warranty .

Boeing has obtained from Rolls-Royce plc the right to extend to Customer the provisions of Rolls-Royce plc's warranty agreement (herein referred to as the Warranty ); subject, however, to Customer's acceptance of the conditions set forth therein. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the provisions of the Warranty, and such Warranty shall apply to all Trent 1000 type engine(s), including all Modules and Parts thereof as such terms are defined in the Warranty, installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft ( Engine ( s) ) except that, if Customer and Rolls-Royce plc have executed an Engine general terms agreement ( Engine GTA ), then the terms of that Engine GTA shall be substituted for and supersede the provisions of the Warranty and the Warranty shall be of no force or effect and neither Boeing nor Rolls-Royce plc shall have any obligation arising there from. In consideration for Boeing's extension of the Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such Engines and Customer hereby waives releases and renounces all its rights in all such claims, obligations and liabilities. In addition, Customer hereby releases and discharges Rolls-Royce plc from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such Engine(s) except as otherwise expressly assumed by Rolls-Royce plc in such Warranty or Engine GTA between Customer and Rolls-Royce plc and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities.

The Rolls-Royce plc Warranty is set forth in Exhibit C to the applicable Engine purchase contract between Rolls-Royce plc and Boeing. Copies of the Rolls-Royce plc Warranty shall be provided to Customer by Boeing upon request.

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

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SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit SLP1

to Purchase Agreement Number PA-03659

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SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 787-9 and 787-10 AIRCRAFT

1. Wing .

(i) Upper and lower wing skins and stiffeners between the forward and rear wing spars.

(ii) Wing spar webs, chords and stiffeners.

(iii) Inspar wing ribs.

(iv) Inspar splice plates and fittings.

(v) Main landing gear support structure.

(vi) End ribs removable outboard wingbox, including spars and skins.

(vii) Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams.

(viii) Wing-to-body structural attachments.

(ix) Engine pylon support fittings attached directly to wing primary structure.

(x) Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps/flapperon.

(xi) Leading edge device and trailing edge flap support system.

(xii) Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure.

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2. Body .

(i) External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

(ii) Window and windshield structure but excluding the windows and windshields.

(iii) Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals.

(iv) Nose wheel well structure, including the wheel well walls, pressure deck, forward and aft bulkheads, and the gear support structure.

(v) Main gear wheel well pressure deck, bulkheads and landing gear beam structure.

(vi) Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks.

(vii) Forward and aft pressure bulkheads.

(viii) Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead, including splices.

(ix) Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices.

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(x) Support structure in the body for the stabilizer pivot and stabilizer screw.

3. Vertical Stabilizer .

(i) External skins between front and rear spars.

(ii) Front, rear and auxiliary spars including stiffeners.

(iii) Attachment fittings between vertical stabilizer and body.

(iv) Inspar ribs.

(v) Rudder hinges and supporting ribs, excluding bearings.

(vi) Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators.

(vii) Rudder internal, fixed attachment and actuator support structure.

4. Horizontal Stabilizer .

(i) External skins between front and rear spars.

(ii) Horizontal stabilizer main torque box spars.

(iii) Stabilizer splice fittings, rib, pivot and screw support structure.

(iv) Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators.

(v) Elevator internal, fixed attachment and actuator support structure.

(vi) Elevator hinges and supporting ribs, excluding bearings.

5. Engine Pylon .

(i) Pylon skins, webs, doublers and stiffeners.

(ii) Internal pylon chords, frames and bulkheads.

(iii) Pylon to wing fittings, diagonal brace and links.

(iv) Engine mount support attached directly to pylon structure.

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(v) Fuse pins.

6. Main Landing Gear .

(i) Outer cylinder.

(ii) Inner cylinder.

(iii) Upper and lower side brace, including spindles

(iv) Upper and lower drag brace, including spindles and shackle.

(v) Downlock links including spindles.

(vi) Torsion links.

(vii) Truck beam.

(viii) Axles.

7. Nose Landing Gear .

(i) Outer cylinder.

(ii) Inner cylinder, including axle.

(iii) Upper and lower drag brace.

(iv) Downlock links.

(v) Steering support plates, tube and collar.

(vi) Torsion links.

NOTE: The Service Life Policy does not cover any bearings, bolts, bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in or on the SLP Components.

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

HAZ -PA-03659-LA-1104716 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

Reference: Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement LSQ-PA-03659-LA-1104716 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. [ * ]

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

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[ * ]

3. [ * ]

4. [ * ]

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

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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’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator and cannot be assigned in whole or, in part, except as assigned in the assignment of partial rights pursuant to Letter Agreement HAZ -PA-03659-LA-1104728 as amended , Leasing Matters .

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.

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

HAZ -PA-03659-LA-1104716 R1		SA-2
[ * ]		LA Page 3

BOEING PROPRIETARY

Enclosure 15

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ -PA-03659-LA-1104716 R1

SA-2

[ * ]

LA Page 4

BOEING PROPRIETARY

Enclosure 16

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

HAZ -PA-03659-LA-1104717 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Demonstration Flight Waiver

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104717 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.

Definition of Terms:

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

HAZ -PA-03659-LA-1104717 R1		SA-2
Demonstration Flight Waiver				LA Page 1

BOEING PROPRIETARY

Enclosure 16

responsibility for the Aircraft while it is on the ground at Boeing's facilities in Seattle, Washington, as is chargeable by law to a bailee for mutual benefit, but Boeing shall not be liable for loss of use.

To be reimbursed for Correction Costs, Customer shall submit a written itemized statement describing each Flight Discrepancy and indicating the Correction Cost incurred by Customer. This request must be submitted to Boeing’s Contracts Regional Director at Renton, Washington, within [ * ] after the first flight by Customer.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ -PA-03659-LA-1104717 R1		SA-2
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Enclosure 17

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

HAZ -PA-03659-LA-1104718 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

This Letter Agreement cancels and supersedes Letter Agreement LSQ-PA-03659-LA-1104718 and amends the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

1. [ * ]

2. [ * ]

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

HAZ -PA-03659-1104718 R1		SA-2
[ * ]				LA Page 1

BOEING PROPRIETARY

Enclosure 17

3. [ * ]

4. [ * ]

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

HAZ -PA-03659-1104718 R1		SA-2
[ * ]				LA Page 2

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Enclosure 17

5. [ * ]

6. [ * ]

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.

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

HAZ -PA-03659-1104718 R1		SA-2
[ * ]				LA Page 3

BOEING PROPRIETARY

Enclosure 17

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ -PA-03659-1104718 R1		SA-2
[ * ]				LA Page 4

BOEING PROPRIETARY

Enclosure 18

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

HAZ -PA-03659-LA-1104719 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Other Matters

1. [ * ]

2. [ * ]

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

HAZ -PA-03659-LA-1104719 R1

SA-2

Other Matters

LA Page 1

BOEING PROPRIETARY

Enclosure 18

[ * ]

3. Documents.

Approximately twelve (12) months prior to delivery of the first Aircraft, Customer and Boeing will conduct a document conference. At that time, Boeing and Customer will complete a document worksheet whereby Customer may specify which documents Customer would like to receive and select the applicable format. Delivery of documents in any format may be deferred upon Customer’s request.

4. Subsequent Lessee Data .

4.1 Boeing agrees to provide the documents listed below to subsequent lessees ( Subsequent Lessee or Subsequent Lessees ) of Aircraft purchased by Customer under the Purchase Agreement, so long as Customer still owns the Aircraft. The current access with revision service will be provided to the Subsequent Lessee for as long as the Subsequent Lessee operates the Aircraft.

Maintenance Data

Aircraft Maintenance Manual

Baggage/Cargo Loading Manual

Fault Isolation Manual

Fault Reporting Manual

Illustrated Parts Data

Maintenance Planning Data Document

Maintenance Task Cards & Index

Structural Repair Manual

System Schematics Manual

Wiring Diagram Manual

Flight Data

Airplane Flight Manual

Airplane Rescue and Fire Fighting Document

Airplane Characteristics for Airport Planning

Dispatch Deviation Guide

Flight Crew Training Manual

Flight Crew Operations Manual & Quick Reference Handbook (non customized)

Operations Manual Bulletins, Technical Bulletins and Flight Operations Reviews

Weight and Balance Manual, Chapter 1

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

HAZ -PA-03659-LA-1104719 R1

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Other Matters

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Enclosure 18

4.2 Such consideration as described by this paragraph 4 is not assignable upon sale of the Aircraft, except when such Aircraft is sold by Customer to a related entity in which the parent has majority ownership interest in.

5. Exhibit B, Article 1.2.2, Certificate of Sanitary Construction .

At time of delivery of the Aircraft, Boeing agrees to use reasonable efforts to obtain a Certificate of Sanitary Construction for Customer’s non U.S. registered aircraft. It is understood by Customer that the Certificate of Sanitary Construction is issued by the U.S. public health service and Boeing may not be able to obtain a certificate if the U.S. health service is not willing to provide for a non-U.S. registered aircraft.

6. Boeing 787 E-Enabling Transition Services .

6.1 In the event that Customer requires direct Boeing provided E-Enabling software services and/or E-Enabling support services (which may include other Boeing support required to transfer Aircraft) (E-Enabling Transition Services) that are required for the transition of the Aircraft from a Lessee (Transition Event), then Boeing will provide such E-Enabling Transitions Services to Customer at no cost for up to [ * ] Transition Events not to exceed an aggregate of [ * ] Aircraft.

6.1.1 Boeing confirms that Boeing provided E-Enabling Transition Services will not be required for Transition Events between a Lessee to a Subsequent Lessee where both the Lessee and Subsequent Lessee have access to the necessary e-Enabling infrastructure ( Standard Transition ). For the avoidance of doubt, there will be no cost to Customer for Boeing provided E-Enabling Transition Services for a Standard Transition.

6.1.2 The provision of the Boeing E-Enabling Transitions Services to ALC pursuant to this paragraph 6 is contingent upon a Customer requirement to manage the e-Enabling software configuration for the Aircraft during a Transition Event during (i) an Aircraft off-lease event or (ii) between a Lessee to a Subsequent Lessee.

6.1.3 When the E-Enabling Transition Services are required by Customer, Boeing and Customer will enter into a separate Order to the CSGTA for the provision of such E-Enabling Transition Services. Customer will provide Boeing with reasonable notice when the Boeing provided E-Enabling Transition Services are required by Customer.

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

HAZ -PA-03659-LA-1104719 R1

SA-2

Other Matters

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Enclosure 18

6.1.4 The consideration provided to Customer as described in this paragraph 6 may only be applied to Aircraft purchased by Customer under the Purchase Agreement, and will only be available for [ * ] years after delivery of each such Aircraft to Customer.

6.2 Such consideration as described in this paragraph 6 is not assignable upon sale of the Aircraft, except when such Aircraft is sold by Customer to a related entity in which Customer has a majority ownership interest in such entity.

7. Assignment .

8. 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 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.

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

HAZ -PA-03659-LA-1104719 R1

SA-2

Other Matters

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BOEING PROPRIETARY

Enclosure 18

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ -PA-03659-LA-1104719 R1

SA-2

Other Matters

LA Page 5

BOEING PROPRIETARY

Enclosure 19

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

HAZ -PA-03659-LA-1104720 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Advance Payment Matters

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement LSQ-PA-03659-LA-1104720 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 ( AGTA ) between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.

1. Alternative Fixed 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 respective Aircraft, as set forth in the table below ( Alternative Fixed Advance Payment Schedule ).

1.2 Alternative Fixed Advance Payment Schedule – 787-9 Block A Aircraft .

[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]

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

HAZ -PA-03659-LA-1104720 R1	SA-2
Advance Payment Matters	LA Page 1

BOEING PROPRIETARY

	Enclosure 19

[ * ]	[ * ]
[ * ]	[ * ]

1.3 Alternative Fixed Advance Payment Schedule – 787-9 Block B Aircraft.

[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]

1.4 Alternative Fixed Advance Payment Schedule – 787-10 Block A Aircraft.

[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]
[ * ]	[ * ]

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

HAZ -PA-03659-LA-1104720 R1

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Advance Payment Matters

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BOEING PROPRIETARY

	Enclosure 19

[ * ]

1.5 [ * ]

2. [ * ]

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

HAZ -PA-03659-LA-1104720 R1

SA-2

Advance Payment Matters

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BOEING PROPRIETARY

	Enclosure 19

3. [ * ]

4. [ * ]

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

HAZ -PA-03659-LA-1104720 R1

SA-2

Advance Payment Matters

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BOEING PROPRIETARY

	Enclosure 19

[ * ]

5. 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 5 , 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.

6. Assignment .

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

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

HAZ -PA-03659-LA-1104720 R1

SA-2

Advance Payment Matters

LA Page 5

BOEING PROPRIETARY

	Enclosure 19

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ -PA-03659-LA-1104720 R1

SA-2

Advance Payment Matters

LA Page 6

BOEING PROPRIETARY

Enclosure 20

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

HAZ -PA-03659-LA-1104721 R1

Air Lease Corporation

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

Subject:		[ * ]

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement LSQ-PA-03659-LA-1104721 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.

[ * ]

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, 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. 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.

HAZ -PA-03659-LA-1104721 R1	SA-2
[ * ]		LA Page 1
	BOEING PROPRIETARY

	Enclosure 20

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ -PA-03659-LA-1104721 R1

SA-2

[ * ]

LA Page 2

BOEING PROPRIETARY

Enclosure 21

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

HAZ -PA-03659-LA-1104722 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		Assignment of Customer’s Interest to a Subsidiary or Affiliate

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement LSQ-PA-03659-LA-1104722 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 terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision in the Purchase Agreement.

1. [ * ]

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

HAZ -PA-03659-LA-1104722 R1	SA-2
Assignment Subsidiary		LA Page 1
	BOEING PROPRIETARY

	Enclosure 21

2. [ * ]

3. Assignment .

This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in whole or in part.

4. 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 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.

HAZ -PA-03659-LA-1104722 R1

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Assignment Subsidiary

LA Page 2

BOEING PROPRIETARY

	Enclosure 21

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ -PA-03659-LA-1104722 R1

SA-2

Assignment Subsidiary

LA Page 3

BOEING PROPRIETARY

Enclosure 22

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

HAZ -PA-03659-LA-1104725 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		[ * ]

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104725 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. Definitions .

[ * ]

Program Aircraft means each Aircraft specified in Table 1 A of the Purchase Agreement as of the date of this Letter Agreement.

2. [ * ]

3. [ * ]

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

HAZ -PA-03659-LA-1104725 R1	SA-2
[ * ]		LA Page 1
	BOEING PROPRIETARY

	Enclosure 22

4. [ * ]

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

HAZ -PA-03659-LA-1104725 R1	SA-2
[ * ]		LA Page 2
	BOEING PROPRIETARY

	Enclosure 22

5. [ * ]

6. [ * ]

7. Assignment .

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

HAZ -PA-03659-LA-1104725 R1	SA-2
[ * ]		LA Page 3
	BOEING PROPRIETARY

	Enclosure 22

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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ -PA-03659-LA-1104725 R1

SA-2

[ * ]

LA Page 4

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Enclosure 22

ATTACHMENT A
to Letter Agreement LSQ-PA-03659-LA-1104725R1

[ * ]

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

HAZ -PA-03659-LA-1104725 R1

SA-2

[ * ]

Attachment A Page 1

BOEING PROPRIETARY

Enclosure 22

ATTACHMENT B
to Letter Agreement LSQ-PA-03659-LA-1104725R1

[ * ]

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

HAZ -PA-03659-LA-1104725 R1

SA-2

[ * ]

Attachment B Page 1

BOEING PROPRIETARY

Enclosure 22

[ * ]

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

HAZ -PA-03659-LA-1104725 R1

SA-2

[ * ]

Attachment B Page 2

BOEING PROPRIETARY

Enclosure 22

[ * ]

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

HAZ -PA-03659-LA-1104725 R1

SA-2

[ * ]

Attachment B Page 3

BOEING PROPRIETARY

Enclosure 23

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

HAZ -PA-03659-LA-1104726 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		Special Matters relating to COTS Software and End User License Agreements

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104726 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.

Recitals

1. Certain third party, commercial off-the-shelf software products are available to perform various functions required in the Aircraft ( COTS Software ).

2. The industry practice with respect to COTS Software is to permit manufacturers to install the software in products for sale to customers. The manufacturer is required to pass to the customer an End User License Agreement ( EULA ), which covers the right to use the COTS Software. The EULA’s also require each user of the product to further license the software and pass the EULA to any user to whom he transfers the product.

3. Because of the described industry practice with respect to COTS Software, Boeing does not acquire title to COTS Software and cannot pass title to COTS Software at the time of delivery of the Aircraft.

4. Therefore, the parties desire to amend certain provisions of the Purchase Agreement to properly reflect the respective rights and obligations of the parties with respect to the COTS Software included in the Aircraft.

Agreement

1. At delivery of the Aircraft, Boeing will furnish to Customer copies of all EULA’s applicable to the Aircraft, and Customer agrees to comply with all provisions of the applicable EULA’s.

HAZ -PA-03659-LA-1104726 R1

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EULA Special Matters

Page 1

BOEING PROPRIETARY

	Enclosure 23

2. Notwithstanding the provisions of Article 6.3 of the AGTA, at delivery of each Aircraft, Boeing will provide Customer a bill of sale conveying good title, free of encumbrances except as provided in applicable EULA’s.

3. In connection with any sale or other transfer of the Aircraft, Customer agrees to comply with all provisions of the applicable EULA’s, including without limitation the re-licensing of the software to Customer’s transferee and the flow down within such license of the further requirement that Customer’s transferee comply with and flow to other transferees the obligations of the EULA.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ -PA-03659-LA-1104726 R1

SA-2

EULA Special Matters

Page 2

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Enclosure 24

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

HAZ-PA-03659-LA-1104727 R2

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		AGTA Matters

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement LSQ-PA-03659-LA-1104727 R1 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 and the Aircraft General Terms Agreement HAZ-AGTA between Boeing and Customer dated September 30, 2010 ( AGTA ).

1. [ * ]

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

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[ * ]

2. [ * ]

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

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3. [ * ]

4. [ * ]

5. [ * ]

6. [ * ]

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

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7. [ * ]

8. [ * ]

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

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[ * ]

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

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9. [ * ]

10. [ * ]

11. [ * ]

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

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[ * ]

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

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[ * ]

12. [ * ]

13. [ * ]

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

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[ * ]

14. [ * ]

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

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15. Assignment .

16. Confidential Treatment .

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ -PA-03659-LA-1104728 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Leasing Matters for 787 Aircraft

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104728 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.

It is understood that Customer intends to lease the Aircraft to a third party or parties ( Lessee or Lessees ). This Letter Agreement relates to certain services that Boeing will provide to such Lessees.

1. Lease of Aircraft Prior to Delivery .

The parties understand that provisions related to lease of an Aircraft and assignment of Purchase Agreement rights related thereto are contained in Article 9 of the AGTA.

2. Identification of Lessee(s) .

2.1 At the time of execution of the Purchase Agreement, Customer has not identified Lessees to Boeing for any of the Aircraft. Customer agrees to give Boeing written notice as soon as reasonably practicable [ * ] of the name and address of the applicable Lessee, the month of Aircraft delivery, the desired country of registration and the manufacturer’s serial number. If a configuration for the Aircraft identified for a Lessee has not been defined by 17 months prior to the scheduled month of delivery, then Boeing reserves the right to implement such Aircraft into production in the Customer’s baseline configuration set forth in Exhibit A to the Purchase Agreement.

2.2 Promptly after such notification, Boeing will give Customer written notice as to whether such Aircraft can be delivered no later than its contract delivery month

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and in a configuration such that an Export Certificate of Airworthiness can be obtained for the desired country of registry requested.

3. Partial Assignment of Customer Support Rights .

3.1 It is recognized by Boeing that the Lessees to be identified under paragraph 2 above may have different requirements with regard to the training, Materials and services described in Supplemental Exhibit CS1 to the Purchase Agreement ( CS1 ) applicable to the Aircraft. To accommodate these varying requirements Customer may assign to Lessee in accordance with the provision of this Letter Agreement various rights described in the CS1 subject to the following limitations:

3.1.1 Customer shall allocate to each Lessee a reasonable number of points from the total points available under Article 1 of Part 1 of the CS1, and

3.1.2 Lessees shall each receive one (1) class of the training described training pursuant to Article 1.2.1 of Part 1 of the CS1 for each Aircraft leased, up to a maximum of two (2) classes per Lessee; and

3.1.3 each Lessee shall receive instructor pilots for sixty (60) Man Days for revenue service training assistance pursuant to Article 1.2.3 (ii) of Part 1 of the CS1 for the lease of one (1) aircraft, and each Lessee shall receive ninety (90) Man Days of instructor pilots for such training for the lease of two (2) or more Aircraft; and

3.1.4 each Lessee shall receive the ferry flight support and instructor pilot support pursuant to Article 1.2.3 (i) and (iii) of Part 1 of the CS1

3.1.5 each Lessee must be the initial Lessee of the Aircraft

3.1.6 If prior to the date of the lease of an Aircraft the Lessee of such Aircraft has training provided to it or made available to it pursuant to the terms of any other Boeing purchase agreement, then Boeing shall not be obligated to provide the training and services described in Article 1.2 of Part 1 of the CS1.

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

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3.2 [ * ]

3.3 Prior to the provision of any training, services, or Materials to a Lessee under the CS1 ( Customer Support Materials and Services ), Customer and Lessee will enter into a partial assignment of certain rights and duties under the Purchase Agreement containing terms and conditions based on the form of Attachment A to this Letter Agreement or another form, as agreed upon by the parties thereto (for the avoidance of doubt, the form in Attachment A is merely a sample form that will be subject to negotiation and changes which are required by the parties thereto) . Such partial assignment will relate only to Customer Support Materials and Services, will not assign warranty or other rights under the Purchase Agreement, which will be reserved until delivery and assigned at that time, and will be subject to Boeing’s consent pursuant to the provisions of Article 9 of the AGTA. Notwithstanding the assignment described herein, Customer acknowledges that it remains responsible for performance of all the terms and conditions of the Purchase Agreement not assigned pursuant to the assignment described herein or in paragraph 6 of this Letter Agreement . In addition, Customer will require Lessee to provide the protections described in Article 8 of the AGTA. Customer expressly agrees that Boeing’s providing all or part of the Customer Support Materials and Services prior to receipt of the insurance certificate described in Article 8 of the AGTA or other evidence of Lessee’s compliance with the provisions of Article 8 of the AGTA, shall not release Customer from any obligations described herein. [*]

4. Other Agreement Requirements for Lessee .

4.1 It is understood that the Lessee of each Aircraft will require spare parts to support operations of the Aircraft. At the time Lessee is identified as provided in paragraph 2, above, Customer will confirm whether Lessee has a Customer Services General Terms Agreement ( CSGTA ) with Boeing, and, if not, advise Lessee of the requirement to enter into a CSGTA and spares provisioning agreements with Boeing in a timely manner in order to provision for spare parts.

4.2 Boeing and Customer acknowledge that as the Lessees for the Aircraft are identified, and before delivery of the Aircraft, additional agreements will need to be executed between Boeing and the Lessees addressing the following subjects:

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

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4.2.1 CSGTA . Customer Services General Terms Agreement (CSGTA), including Supplemental Agreement for Electronic Access (SA-EA) and Supplemental Agreement for e-Enabling (SA-eE)

4.2.2 Software. Provisions relating to the 787-9 Software License Orders

4.2.3 Post-Delivery Software and Data Loading. Provisions relating to the terms under which Boeing may offer to load lessee’s operational software on the Aircraft after title transfer.

4.2.4 For each Aircraft and Model 787 aircraft that Customer or its affiliates may own or manage (each, a Subject Aircraft), subject to the applicable Lessee’s consent, Boeing will provide Customer and its affiliates with electronic access, including print and inter-Toolbox or inter-service copying capabilities, to all Materials, data and records (which includes any Lessee created or customized Materials, data and records) relating to a Subject Aircraft that are hosted by Boeing on Toolbox, any successor service to Toolbox, or any other Boeing online hosting service; provided, however, that such access will be read-only access during any period a Subject Aircraft is subject to an active lease. For the avoidance of doubt, Boeing will provide such electronic access to Customer and its affiliates at no charge. [*]

5. Schedule Requirements .

5.1 In the event of late notification by Customer of the identity of the Lessees as required by paragraph 2 above, Boeing's ability to schedule and provide the Customer Support Materials and Services and initial provisioning of spare parts to support a Lessee's operation of the Aircraft may be subject to subcontracting of such support services to third parties or to severe curtailment if such subcontracting is not practicable; provided, however, that if Lessee is amenable to having any or all of the training, services and Materials and initial provisioning of spare parts [ * ].

5.2 Customer Introduction Allocations . Code 1 introductions provide the ability for Customer to introduce new operators to the Aircraft, or for Customer to request a new, or not recently delivered, configuration for an existing Aircraft operator ( Code 1 Introduction ). Each Code 1 Introduction available to Customer

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

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is identified in Table 1 to the Purchase Agreement. Subsequent Code 1 Introductions are subject to Boeing engineering constraints and offerability. Should Customer identify a Lessee that would require an additional Code 1 Introduction beyond the available Code 1 Introductions available to Customer , and such Code 1 Introduction is in a delivery month where Boeing has production constraints, Boeing agrees to work with Customer to negotiate a resolution satisfactory to both parties.

6. Assignment of Additional Rights at Delivery .

At the time of delivery by Boeing of any Aircraft to Customer and Customer's re-delivery of an Aircraft to an initial Lessee, Customer and Lessee may enter into an assignment of certain of the remaining rights and duties under the Purchase Agreement (including warranty rights) relating to such Aircraft , containing terms and conditions based on the form of Attachment B to this Letter Agreement or another form, as agreed upon by the parties thereto, and subject to Boeing’s consent pursuant to the provisions of Article 9 of the AGTA. For the avoidance of doubt, the form in Attachment B is merely a sample form that will be subject to negotiation and changes which are required by the parties thereto.

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.

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Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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ATTACHMENT A
to Letter Agreement LSQ-PA-03659-LA-1104728R1

EXPLANATION:

A sample form of Partial Assignment follows as Attachment A. For the avoidance of doubt, the form in Attachment A will be subject to negotiation and changes which are required by the parties thereto. A Partial Assignment agreement must be executed prior to the provision of the training, services and Materials described in Supplemental Exhibit CS1 ( Customer Support Document ) to the Purchase Agreement. The agreed form of Partial Assignment should assign only rights described in such document and should not assign warranty or other rights under the Purchase Agreement, which are reserved until delivery and may be assigned at that time using terms and conditions based on an agreed form of a Full Assignment agreement ( a sample of which is included as Attachment B ).

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Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

Attention: Vice President - Contracts

Mail Stop 75-38

Subject: Partial Assignment of Rights - Air Lease Corporation as Lessor and as Lessee of Model 787 Aircraft ( Partial Assignment )

Gentlemen:

In connection with the lease by Air Lease Corporation ( Customer ) to ( Lessee ) of a Boeing aircraft (more fully described below), reference is made to the following documents:

(i) Purchase Agreement No . PA-03659 da ted as of , 20_____, between The Boeing Company ( Boeing ) and Customer, as amended and supplemented ( Purchase Agreement ), under which Customer purchased Boeing Model 787-9 air craft, including certain aircraft which have been designated for lease to Lessee ( Aircraft ).

(ii) Aircraft General Terms Agreement No. LSQ-AGTA d ated as of September 30, 2010, between Boeing and Customer, as amended and supplemented ( AGTA ), which defines terms and conditions referenced in the Purchase Agreement.

(iii) dated as of ,20_____ between Customer and Lessee relating to the lease of the Aircraft ( Lease ).

(iv) Pursuant to the Lease, Customer has agreed to lease the Aircraft to Lessee. Included in such Lease is the transfer to Lessee of certain rights to receive training, support and services, and other things related to the Aircraft ( Customer Support Materials and Services ) under the provisions of Supplemental Exhibit CS1 ( Customer Support Document ) to the Purchase Agreement. In order to accomplish such transfer of such rights, as authorized by the provisions of Article 9 of the AGTA, the parties agree as follows:

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1. Lessee's Agreement to be Bound .

In consideration of Boeing's consent to this Partial Assignment , Lessee, its successors and permitted assigns, hereby agree to be bound by and comply with all applicable terms, conditions, and limitations of the Purchase Agreement including, without limitation, the exclusion of liability, disclaimer, and insurance provisions of the AGTA as incorporated into the Purchase Agreement.

2. Lessee's Insurance .

Boeing's obligation to provide the Customer Support Materials and Services to Lessee is conditioned on the receipt by Boeing of evidence of compliance by Lessee with the insurance requirements set forth in Article 8.2 of the AGTA, prior to the provision of such Customer Support Materials and Services.

3. Continuing Lessor Rights and Obligations .

Customer reserves to itself all rights, claims and interests it may have under the Purchase Agreement not expressly assigned to Lessee hereunder and Customer acknowledges that it remains responsible to perform all of the terms and conditions of the Purchase Agreement, including without limitation responsibility for (i) any payments due Boeing with respect to the (a) Aircraft under Purchase Agreement Article 3 ( Price ) and Article 4 ( Payment ) and (b) any Spare Parts or Leased Parts for the Aircraft ordered by Customer under Customer’s CSGTA, and (ii) the risk protections specified in Article 8 of the AGTA.

4. Assignment to Lessee .

Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of Customer with respect to the Customer Support Materials and Services under the Customer Support Document to the Purchase Agreement to the extent as described immediately below except that Customer hereby assigns to Lessee sole authority to exercise all rights and powers of Customer with respect to only points of the total points assigned to Customer under the provisions of Article 1.1 of Part 1 of Supplemental Exhibit CS1 to the Purchase Agreement. Such authorization shall continue until Boeing shall have received from Customer written notice to the contrary addressed to Boeing's Vice President - Contracts, P.O. Box 3707, Seattle, Washington 98124-2207 (by courier: 1901 Oakesdale Avenue SW, Renton, WA 98055). Until Boeing shall have received such notice, Boeing shall be entitled to deal exclusively and solely with Lessee with respect to those assigned Customer Support Materials and Services and with respect to the rights, powers, duties or obligations under the Customer Support Document to the Purchase Agreement, and all actions taken by Lessee or agreements entered into by Lessee with respect to such Customer Support Materials and Services during the period prior to Boeing's receipt of such notice shall be final and binding upon Customer.

Customer’s detailed list of the rights it assigns to Lessee.

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5. Modification, Revision or Substitution of Customer Support Materials and Services .

Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein includes the authority, with Boeing’s agreement, to modify, revise or substitute the form, type, and scope of those assigned Customer Support Materials and Services; provided however, that such modification, revision or substitution does not create any additional financial obligation, liability or indemnification by Customer to Boeing. It is further understood and agreed that the provisions of this assignment (including but not limited to matters of exclusion of liability, disclaimer, and insurance) shall apply to the provision by Boeing of such modified, revised or substituted Customer Support Materials and Services to the same extent as if they were specifically described in the Purchase Agreement.

6. Lessor Access to Boeing-Hosted Lessee Data .

Lessee hereby authorizes Boeing to provide Customer and Customer’s affiliates with read-only electronic access, including print and inter-Toolbox or inter-service copying capabilities, to all Materials, data and records relating to the Aircraft (including any of Lessee’s created or customized Materials, data and records relating to the Aircraft) that are hosted by Boeing on any service. In addition, Lessee acknowledges that such Materials, data and records that are hosted by Boeing will be provided to Customer and its affiliates upon request of the Customer, without requiring further consent from Lessee and subject to Boeing’s standard business terms .

7. Post-Delivery Work .

It is recognized that Lessee's personnel may request Boeing to perform work on an Aircraft promptly after Lessee takes delivery of such Aircraft under lease from Customer, either prior to the Aircraft's initial departure flight from the delivery site or upon the return of the Aircraft to Boeing's facilities in the Seattle, Washington area, prior to completion of such initial departure flight. The following provisions shall apply to all work performed by Boeing under the circumstances identified in this paragraph:

(i) Title to any such Aircraft shall at all times remain with Customer.

(ii) Risk of loss of any such Aircraft, in whole or in part shall remain with Customer and Lessee, as the case may be, and at no time after delivery by Boeing shall risk of loss of the Aircraft revert to Boeing, unless otherwise agreed by the parties in writing.

(iii) The provisions of the Boeing Product Assurance Document relating to exclusion of liabilities and disclaimer, set forth in Article 11 of Exhibit C

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Part 2 of the AGTA, shall at all times apply to any work performed by Boeing pursuant to this paragraph 11, and to any Boeing-designed system, accessory, equipment or part installed on the Aircraft as part of such work.

(iv) The provisions of the Boeing Customer Support Document relating to insurance, set forth in Exhibit B to the AGTA, shall at all times apply to any work performed by Boeing pursuant to this paragraph 11.

(v) Lessee shall reimburse Boeing for any work performed on the Aircraft hereunder.

(vi) In performing work pursuant to this paragraph 11 Boeing may conclusively rely upon the commitment authority of Lessee personnel.

8. Boeing Rights and Obligations .

Customer and Lessee confirm expressly for the benefit of Boeing that nothing in this Assignment shall (i) subject Boeing to any obligation or liability to which it would not otherwise be subject under the Purchase Agreement or limit, restrict, or change in any respect Boeing's rights, representations, warranties, indemnities or other agreements thereunder, except as otherwise expressly provided herein, (ii) limit any rights of set-off Boeing may have under applicable law, or (iii) require Boeing to divest itself of title to or possession of the Aircraft until delivery thereof and payment therefore as provided in the Purchase Agreement. In addition to its rights under the Purchase Agreement, Boeing has third party beneficiary rights to enforce the terms of this Assignment against Lessee.

9. Signing in Counterparts .

This Assignment may be signed by the parties hereto in separate counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

10. GOVERNING LAW .

THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND EXCLUSIVE OF WASHINGTON'S CONFLICTS OF LAWS RULES.

11. Lessee Acceptance .

Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein.

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We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and consent to the transfer of rights under the Purchase Agreement as set forth above, by signing the consent set forth below and forwarding one executed copy of this letter to each of the undersigned.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be duly executed as of the dates written below.

Very truly yours,

AIR LEASE CORPORATION

By

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		, 20+

[NAME OF LESSEE]

By

Its

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Boeing Acknowledgment

Receipt of the above letter is acknowledged and consent to the transfer of rights under the Purchase Agreement with respect to the Aircraft as described above is confirmed, effective as of the date indicated below:

THE BOEING COMPANY

By

Its		Attorney-In-Fact

Date:	, 20+

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ATTACHMENT B
to Letter Agreement LSQ-PA-03659-LA-1104728R1

EXPLANATION:

A sample form of Full Assignment agreement follows as Attachment B . For the avoidance of doubt, the form in Attachment B will be subject to negotiation and changes which are required by the parties thereto. A Full Assignment is for use at delivery of the Aircraft from Boeing to Customer (and, the simultaneous delivery of the Aircraft from Customer to a Lessee) and prior to the provision of any post-delivery training, services, or support or warranties under the Purchase Agreement. The agreed form of Full Assignment may assign post-delivery rights or warranties under the Purchase Agreement, which were not assigned by the Partial Assignment.

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Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

Attention: Vice President - Contracts

Mail Stop 75-38

Subject: Assignment of Remaining Rights - Air Lease Corporation as Lessor and as Lessee of Model 787-9 Aircraft

Gentlemen:

In connection with the lease by Air Lease Corporation ( Customer ) to ( Lessee ) of a Boeing aircraft (more fully described below), reference is made to the following documents:

(i) Purchase Agreement No. PA-03659 dat ed as of , 20+, between The Boeing Company ( Boeing ) and Customer, as amended and supplemented ( Purchase Agreement ), under which Customer purchased Boeing Model 787-9 aircraft, including that certain aircraft bearing Manufacturer's Serial No. ______ ( Aircraft ), which is being leased to Lessee.

(ii) Aircraft General Terms Agreement No. LSQ-AGTA dated as of , 20+, between Boeing and Customer, as amended and supplemented ( AGTA ), which defines terms and conditions referenced in the Purchase Agreement.

(iii) Aircraft Lease Agreement dated as of , 20+ between Customer and Lessee (Lease) .

(iv) Notice of Partial Assignment of Rights between Customer and Lessee, acknowledged and Consented to by Boeing, effective as of .

Pursuant to the Lease, Customer has leased the Aircraft to Lessee. Included in such Lease is the transfer to Lessee of the remaining rights related to the Aircraft under the Purchase Agreement. In order to accomplish such transfer of rights, as authorized by the provisions of Article 9 of the AGTA the parties agree as follows:

1. Lessee's Agreement to be Bound .

In consideration of Boeing's acknowledgment of this notice, Lessee, its successors and assigns, hereby agree to be bound by and comply with all applicable

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terms, conditions, and limitations of the Purchase Agreement including, without limitation, the exclusion of liability, disclaimer, and insurance provisions of the AGTA as incorporated in the Purchase Agreement.

2. Lessee's Insurance .

Lessee recognizes that Boeing's obligation to provide training, support and services to Lessee pursuant to Supplemental Exhibit CS1 ( Customer Support Document ) to the Purchase Agreement is conditioned on the receipt by Boeing of evidence of compliance by Lessee with the insurance requirements set forth in paragraph 8.2 of AGTA or in such other form as may be satisfactory to Boeing, prior to the commencement of such support and services.

3. Continuing Lessor Rights and Obligations .

Customer reserves to itself all rights, claims and interests it may have under the Purchase Agreement not expressly assigned to Lessee hereunder and in the partial assignment (reference 4). Customer acknowledges that it remains responsible to perform all of the terms and conditions of the Purchase Agreement, including without limitation, responsibility for (i) any payments due Boeing with respect to (a) the Aircraft under Purchase Agreement Article 3 ( Price ) and Article 4 ( Payment ) and (b) any Spare Parts or Leased Parts for the Aircraft ordered by Customer under Customer’s CSGTA, and (ii) the risk protections specified in Article 8 of the AGTA.

4. Appointment of Lessee .

Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of Customer with respect to the Aircraft under the Purchase Agreement to the extent as described immediately below except that Customer hereby assigns to Lessee sole authority to exercise all rights and powers of Customer with respect to only points of the total points assigned to Customer under the provisions of Article 1.1 of Part 1 of Supplemental Exhibit CS1 to the Purchase Agreement. Such authorization shall continue until Boeing shall have received from Customer written notice to the contrary addressed to Boeing's Vice President - Contracts, P.O. Box 3707, Seattle, Washington 98124-2207 (by courier: 1901 Oakesdale Avenue SW, Renton, WA 98055). Until Boeing shall have received such notice Boeing shall be entitled to deal exclusively and solely with Lessee with respect to the assigned rights and powers related to the Aircraft and the Purchase Agreement, and all actions taken by Lessee or agreements entered into by Lessee during the period prior to Boeing's receipt of such notice in relation to such assigned rights and powers, shall be final and binding upon Customer..

Customer’s detailed list of the rights it assigns to Lessee.

5. Modification, Revision or Substitution of Customer Support Materials and Services .

Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein includes the authority, with Boeing’s agreement, to modify, revise or

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substitute the form, type, and scope of those assigned training Customer Support Materials and Services, support services and other things provided by Boeing under the Purchase Agreement, provided however, that such modification, revision or substitution does not create any additional financial obligation, liability or indemnification by Customer to Boeing. It is further understood and agreed that the provisions of this assignment (including but not limited to matters of exclusion of liability, disclaimer, and insurance) shall apply to the provision by Boeing of such modified, revised or substituted Customer Support Materials and Services to the same extent as if they were specifically described in the Purchase Agreement.

6. Boeing Rights and Obligations .

7. Signing in Counterparts .

8. GOVERNING LAW .

THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND EXCLUSIVE OF WASHINGTON'S CONFLICTS OF LAWS RULES.

9. Lessee Acceptance .

Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be duly executed as of the dates written below.

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Very truly yours,

AIR LEASE CORPORATION

By

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		, 20+

[NAME OF LESSEE]

By

Its

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Boeing Acknowledgment

We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and confirm the transfer of all remaining rights under the Purchase Agreement as set forth above, by signing the acknowledgment set forth below and forwarding one copy of this letter, so acknowledged, to each of the undersigned.

THE BOEING COMPANY

By

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	, 20+

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Leasing Matters for 787 Aircraft				Attachment B Page 6

Enclosure 26

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

HAZ -PA-03659-LA-1104729 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		Liquidated Damages – Non-Excusable Delay

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104729 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.

Definition of Terms:

Non-Excusable Delay : Delay in delivery of any Aircraft beyond the last day of the delivery month ( Scheduled Delivery ) established in the Purchase Agreement by any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is otherwise entitled to a remedy from Boeing pursuant to applicable law.

1. Liquidated Damages .

Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay in excess of [ * ] (collectively the Non-Excusable Delay Payment Period ) at a rate of [ * ] per Aircraft not to exceed an aggregate amount of [ * ] in total for the [ * ] Aircraft listed in Table 1 to the Purchase Agreement ( Liquidated Damages ). The maximum amount of Liquidated Damages that may apply to [ * ] .

2. [ * ]

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

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	Enclosure 26

3. [ * ]

4. [ * ]

5. Exclusive Remedies .

6. Assignment .

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

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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,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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Enclosure 27

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

HAZ -PA-03659-LA-1104730 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		Model 787 Open Configuration Matters

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft ( collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104730 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. Aircraft Configuration .

2.1 Initial Configuration . The initial configuration of Customer’s Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev D, dated April 27, 2011 for the 787-9 Block A Aircraft , and Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev. J, dated May 17, 2013 for the 787-9 Block B Aircraft . The initial configuration for the 787-10 Block A Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev. J dated May 17, 2013, as supplemented by General Description document 787B1-3806 Rev. E dated May 10, 2013. Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft has not yet been defined.

2.2 Final Configuration Schedule . Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then current Model 787 Airplane Configuration Specification document and selections from the then current 787 Airplane Descriptions and Selections document ( Final Configuration ) in accordance with the following schedule:

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

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2.2.1 Subject to the provisions of Article 1.2.2, below, Final Configuration shall be completed no later than [ * ] prior to delivery of the first Aircraft.

2.2.2 If Customer wishes to include installation of Customer’s BFE premium class seats in the configuration of the Aircraft, Customer shall give written notice to Boeing by the lead times identified in Supplemental Exhibit BFE1 to the Purchase Agreement.

2.2.2.1 If requested by Customer, Boeing will provide a list of offerable BFE premium seat suppliers and previously certified seat models to support Customer’s selection in paragraph 1.2.2 above.

2.2.2.2 Should Customer elect to install a follow-on configuration that includes BFE premium class seat in the configuration of the Aircraft that (i) has been previously certified on another 787 aircraft or (ii) has minor changes from a previous certified seat, Boeing agrees to work with Customer to evaluate offerability of such seat program and to work towards reducing Boeing’s charges for such seat program.

2.2.2.3 In the event, Customer’s timing to secure a lessee for the Aircraft does not afford Customer the ability to comply with the BFE premium class seat lead times set forth in Supplemental Exhibit BFE1 to the Purchase Agreement, Boeing will make reasonable efforts to work with Customer to shorten the lead times [*] , based on the BFE premium class seat configuration (reference paragraph 2 .2.2.2 above) and Boeing’s then-current lead time criteria. If Boeing determines that a BFE Seat Selection Lead Time of less than thirty (30) months before delivery is sufficient, Boeing will promptly notify Customer of the reduced lead time and such notice will incorporate the new lead time requirements into the Purchase Agreement.

2.2.2.4 Boeing agrees to maintain current offerings of premium seat suppliers in the 787 Airplane Descriptions and Selections (AD&S) document. A premium seat supplier in this paragraph 2 .2.2.4 shall mean a supplier for a premium economy, business / first class seat in the AD&S. To demonstrate this commitment, Boeing will strive to maintain at least two (2) preferred premium class seats for each offering (premium economy and business / first class seat) in the AD&S at all times. For purposes of this Purchase Agreement, a preferred premium class seat (Preferred Premium Class Seat) is:

(i) for an existing AD&S premium seat selection, a premium seat that, at the BFE Seat Selection Time, has been purchased by another customer and is

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

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	Enclosure 27

comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle aircraft available for delivery in the same timeframe as Customer’s Aircraft; or

(ii) for a relatively new offering by Boeing that has not been purchased by another customer at the BFE Seat Selection Time, such premium seat will be considered a Preferred Premium Class Seat if it is being actively evaluated in the marketplace for 787 configurations and/or is comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle aircraft available for delivery in the same timeframe as Customer’s Aircraft.

The determination of a Preferred Premium Class Seat will be made by Boeing and Customer working together in good faith. In the event Boeing and Customer determine that Boeing does not have two Preferred Premium Class Seat selections available at the BFE Seat Selection Time, but Customer elects to pursue a premium seat solution which utilizes an existing catalog offering with configuration changes from a previously certified seat, Customer will pay Boeing’s charges for such seat program based upon Boeing’s level of effort required to support the program. If Boeing does not have two Preferred Premium Class Seat selections available at the BFE Seat Selection Time and Customer elects to pursue a new BFE premium seat program, Boeing will agree to waive the then-current AD&S option charge for a BFE premium seat installation. Boeing’s commitment herein shall not exceed waiver of [*] BFE premium seat installation option charges in total for the [*] Aircraft listed in Table 1 to the Purchase Agreement.

3. Amendment of the Purchase Agreement .

Within thirty (30) days following Final Configuration Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

3.1 changes applicable to the basic Model 787 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration ( Baseline Changes );

3.2 incorporation into Exhibit A of the Purchase Agreement of those optional features which have been agreed to by Customer and Boeing ( Customer Configuration Changes ). [*]

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

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3.3 revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft performance of the incorporation of the Customer Configuration Changes;

3.4 changes to the Optional Features Prices, Aircraft Basic Price and the Advance Payment Base Price of the Aircraft to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes ; and

3.5 changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount included in Table 1 of the Purchase Agreement for In-Flight Entertainment ( IFE ) and the price of the IFE reflected in the Customer Configuration Changes.

4. Other Letter Agreements .

Boeing and Customer acknowledge that as the definition of the Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the following subjects:

4.1 Software . Additional provisions relating to software.

4.2 In-Flight Entertainment (IFE) and/or Buyer Furnished Equipment (BFE) . Provisions relating to the terms under which Boeing may offer or install IFE and/or BFE in the Aircraft.

5. 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 5 ), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors

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	Enclosure 27

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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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Enclosure 28

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

HAZ -PA-03659-LA-1104731 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:		Aircraft Performance Guarantees – 787-9 Block A Aircraft

Reference:		Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

Boeing agrees to provide Customer with the performance guarantees in the Attachment for the Aircraft identified in Table 1A to the Purchase Agreement (787-9 Block A Aircraft) . These guarantees are exclusive and expire upon delivery of the 787-9 Block A Aircraft to Customer.

1. Assignment .

2. Disclosure of Performance Guarantees to Lessee .

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. Customer may, however, share the performance guarantees with a Lessee of Customer who has entered into a letter of intent to lease from Customer the Aircraft for which the performance guarantee applies and who has agreed not to disclose the information to others pursuant to an appropriate confidentiality agreement.

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3. 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 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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

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MODEL 787-9 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION CONTENTS

1 AIRCRAFT MODEL APPLICABILITY

2 FLIGHT PERFORMANCE

3 AIRCRAFT CONFIGURATION

4 GUARANTEE CONDITIONS

5 GUARANTEE COMPLIANCE

6 EXCLUSIVE GUARANTEES

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

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1 AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-9 Aircraft with a maximum takeoff weight of [*] pounds, a maximum landing weight of [*] pounds, and a maximum zero fuel weight of [*] pounds, and equipped with Boeing furnished GEnx-[*] engines.

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel

The block fuel for a stage length of [*] nautical miles in still air with a [*] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

	NOMINAL:	[*] Pounds
	TOLERANCE:	[*] Pounds
	GUARANTEE:	[*] Pounds

Conditions and operating rules:

Stage Length:	The stage length is defined as the sum of the distances for the [*], cruise, and descent.

Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and [*], cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

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

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	The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:	[*]

Climb:	[*]

	[*]

	[*]

	[*]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[*]	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

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

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	[*]

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Standard and Operational Items Allowance (Paragraph 2.1.5): [*] Pounds

	Taxi-Out:
	Fuel	[*] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*] Pounds
	Distance	[*] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

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

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[*]

2.1.2 Mission Range

The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:

	NOMINAL:	[*] Nautical Miles
	TOLERANCE:	[*] Nautical Miles
	GUARANTEE:	[*] Nautical Miles

Conditions and operating rules:

Still Air Range:	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

	The takeoff gross weight shall conform to FAA Regulations.

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

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Climbout Maneuver:	[*]

Climb:	[*]

	[*]

	[*]

	[*]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[*]	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

	[*]

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

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	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Standard and Operational Items Allowance (Paragraph 2.1.5): [*] Pounds

	Taxi-Out:
	Fuel	[*] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*] Pounds
	Distance	[*] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

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

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[*]

2.1.3 Manufacturer’s Empty Weight Basis

The Manufacturer’s Empty Weight (MEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

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2.1.4 Weight Summary - Air Lease Corporation

	Pounds

Standard Model Specification MEW	[ *]
787 Airplane Configuration Specification Addendum, 787B1-4102-DLSQ01, dated June 3, 2011

[*]
GEnx Engines
[*]
[*]

Changes for Air Lease Corporation*
Interior Change to [] Passengers []	[*]
Reference LOPA [*]
Selected MTW: [*]	[*]
[*]	[*]
[*]	[*]
Customer Options Allowance	[*]
Air Lease Corporation Manufacturer's Empty Weight (MEW)	[*]

Standard and Operational Items Allowance (Paragraph 2.1.5)	[*]

Air Lease Corporation Operational Empty Weight (OEW)	[*]

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]
[*]	[*]	[*]

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

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2.1.5 Standard and Operational Items Allowance
	Qty	lb	lb	lb

Standard Items Allowance				*[]**

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				*[]**

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				*[]**

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

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3 AIRCRAFT CONFIGURATION

3.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revison D, "787 Airplane Configuration Specification", dated April 2011, [*].

3.2 The specified payload of the Paragraph 2.1.1 block fuel guarantee and the specified payload of the Paragraph 2.1.2 range guarantee will be adjusted by Boeing for the effect of the following on MEW in its evidence of compliance with the guarantees:

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.2 The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1 through 25-117, subject to the approval of the Federal Aviation Administration.

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

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thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

4.4 [*]

4.5 [*]

4.6 Performance, where applicable, is based on [*].

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2 Compliance with the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 787-9.

5.3 Compliance with the climb, cruise and descent portions of the mission guarantees shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.

5.4 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 2.1.5.

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

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5.6 Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification.

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

MODEL 787-9 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION CONTENTS

1 AIRCRAFT MODEL APPLICABILITY

2 FLIGHT PERFORMANCE

3 AIRCRAFT CONFIGURATION

4 GUARANTEE CONDITIONS

5 GUARANTEE COMPLIANCE

6 EXCLUSIVE GUARANTEES

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

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Page 6

1 AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 787-9 Aircraft with a maximum takeoff weight of [*] pounds, a maximum landing weight of [*] pounds, and a maximum zero fuel weight of [*] pounds, and equipped with Boeing furnished Trent [*] engines.

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel

	NOMINAL:	[*] Pounds
	TOLERANCE:	[*] Pounds
	GUARANTEE:	[*] Pounds

Conditions and operating rules:

Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 1

	The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:	[*]

Climb:	[*]

	[*]

	[*]

	[*]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[*]	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 2

	[*]

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Standard and Operational Items Allowance (Paragraph 2.1.5): [*] Pounds

	Taxi-Out: Fuel		[*] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*] Pounds
	Distance		[*] Nautical Miles

	Approach and Landing Maneuver:
	Fuel		[*] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel		[*] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx- [*] Engines

Page 2

[*]

2.1.2 Mission Range

The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:

	NOMINAL:	[*] Nautical Miles
	TOLERANCE:	[*] Nautical Miles
	GUARANTEE:	[*] Nautical Miles

Conditions and operating rules:

Still Air Range:	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

	The takeoff gross weight shall conform to FAA Regulations.

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx- [*] Engines

Page 3

Climbout Maneuver:	[*]

Climb:	[*]

	[*]

	[*]

	[*]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[*]	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

	[*]

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 4

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Standard and Operational Items Allowance (Paragraph 2.1.5): [*] Pounds

	Taxi-Out: Fuel		[*] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*] Pounds
	Distance		[*] Nautical Miles

	Approach and Landing Maneuver:
	Fuel		[*] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel		[*] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 5

[*]

2.1.3 Manufacturer's Empty Weight Basis

The Manufacturer's Empty Weight (MEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

P.A. No. 03659
AERO-B-BBA4-M11-0473		SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 2

2.1.4 Weight Summary - Air Lease Corporation

				Pounds

Standard Model Specification MEW				*[]**
787 Airplane Configuration Specification Addendum, 787B1-4102-DLSQ01, dated June 3, 2011

[*]
Trent [*] Engines
[*]
[*]

Changes for Air Lease Corporation*

Interior Change to [] Passengers []				[*]

Reference LOPA [*]

Selected MTW: [*]				[*]

[*]				[*]

[*]				[*]

Customer Options Allowance				[*]

Air Lease Corporation Manufacturer’s Empty Weight (MEW)				[*]

Standard and Operational Items Allowance (Paragraph 2.1.4)				[*]

Air Lease Corporation Operational Empty Weight (OEW)				[*]

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]
[*]	[*]	[*]

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

P.A. No. 03659

AERO-B-BBA4-M11-0473

SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 2

2.1.5 Standard and Operational Items Allowance

	Qty	lb	lb	lb

Standard Items Allowance				*[]**

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				[*]

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				[*]

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

P.A. No. 03659

AERO-B-BBA4-M11-0473

SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 3

3 AIRCRAFT CONFIGURATION

3.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revison D, “787 Airplane Configuration Specification”, dated April 2011, [*].

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

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

P.A. No. 03659

AERO-B-BBA4-M11-0473

SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 4

4.4 [*]

4.5 [*]

4.6 Performance, where applicable, is based on a [*].

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2 Compliance with the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 787-9.

5.4 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 2.1.5.

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

P.A. No. 03659

AERO-B-BBA4-M11-0473

SS11-0274

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1104731R1

GEnx-[*] Engines

Page 5

5.6 Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

P.A. No. 03659

AERO-B-BBA4-M11-0473

SS11-0274

BOEING PROPRIETARY

Enclosure 29

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

HAZ -PA-03659-LA-1104733 R1

Air Lease Corporation

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

Subject: Special Terms - Seats and In-flight Entertainment

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104733 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. Definitions .

1.1 “ Covered Seats ” shall mean those seats which are not otherwise identified in Exhibit A to the Purchase Agreement as Buyer Furnished Equipment.

1.2 “ In-flight Entertainment (IFE) System ” shall mean the IFE identified in the Detail Specification of the Aircraft, inclusive of the IFE software which is required to test and certify the IFE system on the Aircraft, but exclusive of IFE Customer Software.

1.3 “ IFE Customer Software ” shall mean any software which is obtained by the Customer from a source other than Boeing for installation in the IFE System.

2. Applicability of Supplemental Exhibit CS1 to the Purchase Agreement .

2.1 Boeing did not enter into product support agreements with the suppliers of the Covered Seats and the IFE System. Customer is responsible to enter into such product support agreements directly with the suppliers of such Covered Seats and IFE System and such provisions will apply in lieu of the provisions of Supplemental Exhibit CS1 to the Purchase Agreement.

2.2 Boeing will incorporate the Covered Seats and IFE System line maintenance information, received from the suppliers of such Covered Seats and IFE System, into Customer’s customized Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as delivered. Upon Customer’s request, Boeing may provide update service after delivery to such information subject to the terms of the

HAZ -PA-03659-LA-1104733 R1

SA-2

Seats and IFE Special Provisions-787

LA Page 1

BOEING PROPRIETARY

Enclosure 29

Purchase Agreement, Supplemental Exhibit CS1 (787 Customer Support Document), Part 2, Article 2.3 relating to Additional Services.

3. Applicability of the Provisions of Exhibit C to the AGTA .

In lieu of the provisions of Part 4 of Exhibit C to the AGTA, the following warranty and patent and copyright indemnities will apply to Covered Seats and the IFE System:

“Boeing will obtain warranties and indemnities against patent and copyright infringement enforceable by Customer from the suppliers of the Covered Seats and IFE System installed on the Aircraft at the time of delivery. If requested by Customer, Boeing will provide copies of such warranties and indemnities to Customer upon request.”

4. IFE Customer Software .

Customer is responsible for and assumes all liability with respect to IFE Customer Software.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ -PA-03659-LA-1104733 R1

SA-2

Seats and IFE Special Provisions-787

LA Page 2

BOEING PROPRIETARY

Enclosure 30

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

HAZ -PA-03659-LA-1104734 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Special Matters – 787-9 Block A Aircraft

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104734 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. This Letter Agreement applies only to the four (4) Aircraft identified in Table 1A to the Purchase Agreement (the 787-9 Block A Aircraft).

1. Credit Memoranda .

1.1 Basic Credit Memorandum . At the time of delivery of each 787-9 Block A Aircraft, Boeing will issue to Customer a basic credit memorandum ( Basic Credit Memorandum ) in the amount of [ * ].

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Aircraft to a third party or parties ( Lessee or Lessees ) who is/are in the commercial airline business as aircraft operator(s). As an incentive for and in consideration of Customer entering into a lease for the 787-9 Block A Aircraft prior to delivery of the Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer at delivery of each 787-9 Block A Aircraft, a leasing credit memorandum ( Leasing Credit Memorandum ) in the amount of [ * ]. Customer will not be permitted to assign this Leasing Credit Memorandum, in whole or in part, without the prior written consent of Boeing.

1.3 [ * ]

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

LSQ-PA-03659-LA-1104734	SA-2
Special Matters		LA Page 1
BOEING PROPRIETARY

Enclosure 30

1.4 [ * ]

2. [ * ]

3. [ * ]

4. [ * ]

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

HAZ -PA-03659-LA-1104734 R1	SA-2
Special Matters – 787-9 Block A Aircraft		LA Page 2
BOEING PROPRIETARY

Enclosure 30

[ * ]

5. [ * ]

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

HAZ -PA-03659-LA-1104734 R1	SA-2
Special Matters – 787-9 Block A Aircraft		LA Page 3
BOEING PROPRIETARY

Enclosure 30

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 will 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/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ -PA-03659-LA-1104734 R1	SA-2
Special Matters – 787-9 Block A Aircraft		LA Page 4
	BOEING PROPRIETARY

Enclosure 31

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

HAZ-PA-3659-LA-1300863

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: Aircraft Performance Guarantees - 787-10 Block A Aircraft

Reference: Purchase Agreement No. PA-3659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-10 aircraft ( Aircraft )

Boeing agrees to provide Customer with the performance guarantees in the Attachment which are applicable to the Aircraft shown in Table 1C ( 787-10 Block A Aircraft ). These guarantees are exclusive and expire upon delivery of the 787-10 Block A Aircraft to Customer.

1. [*]

2. Disclosure of Performance Guarantees to Lessee .

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

HAZ-PA-3659-LA-1300863	SA-2
Performance Guarantees – 787-10 Block A Aircraft		LA Page 1
BOEING PROPRIETARY

Enclosure 31

3. Assignment .

4. 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 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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-3659-LA-1300863

SA-2

Performance Guarantees – 787-10 Block A Aircraft

LA Page 2

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 1

MODEL 787-10 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION	CONTENTS

1	AIRCRAFT MODEL APPLICABILITY

2	FLIGHT PERFORMANCE

3	AIRCRAFT CONFIGURATION

4	GUARANTEE CONDITIONS

5	GUARANTEE COMPLIANCE

6	EXCLUSIVE GUARANTEES

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13 -0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx- [*] Engines

Page 2

1 AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-10 Aircraft equipped with Boeing furnished GEnx-[*] engines.

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel

NOMINAL: [*] Pounds

TOLERANCE: [*] Pounds

GUARANTEE: [*] Pounds

Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the [*], cruise, and descent.

Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and [*], cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

Climbout Maneuver:		[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 3

Climb:		[*]

		[*]

		[*]

		[*]

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

[*]:		[*]

		[*]

		[*]

		[*]

		[*]

[*]:		[*]

		[*]

		[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 4

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[*]	Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*]	Pounds
	Distance	[*]	Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*]	Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*]	Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 5

2.1.2 Mission Range

The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:

NOMINAL: [*] Nautical Miles

TOLERANCE: [*] Nautical Miles

GUARANTEE: [*] Nautical Miles

Conditions and operating rules:

Still Air Range:		The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

Climbout Maneuver:		[*]

Climb:		[*]

		[*]

		[*]

		[*]

		The temperature is standard day during climb.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 6

	Maximum climb thrust is used during climb.

[*]:	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

	[*]

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is [*] airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[*]	Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*]	Pounds
	Distance	[*]	Nautical Miles

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 7

Approach and Landing Maneuver:
Fuel	[*]	Pounds

Taxi-In (shall be consumed from the reserve fuel):
Fuel	[*]	Pounds

Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

[*]

2.1.3 Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 8

2.1.4 787-10 Weight Summary - Air Lease Corporation

		Pounds

Standard Model Specification MEW		[ * ]
787-10 General Description, 787B1-3806, Rev E, Dated May 10, 2013
Baseline Airplane Improvements and Production Changes		[*]
[*] Interior
GEnx Engines
[*]
[*]

Changes for ALC*
[*]		[*]
Reference LOPA [*]
Selected MTW: [*]		[*]
[*]		[*]
[*]		[*]
Customer Options Allowance		[*]
ALC Manufacturer’s Empty Weight (MEW)		*[]**

Standard and Operational Items Allowance (Paragraph 2.1.5)		[*]

ALC Operational Empty Weight (OEW)		*[]**

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]
[*]	[*]	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 9

2.1.5 Standard and Operational Items Allowance

	Qty	lb	lb	lb

Standard Items Allowance				*[]**

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				*[]**

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				*[]**

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 10

3 AIRCRAFT CONFIGURATION

3.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revision J, “787 Airplane Configuration Specification”, dated May 17, 2013 as supplemented [*].

3.2 The specified payload of the Paragraph 2.1.1 block fuel guarantee and the specified payload of the Paragraph 2.1.2 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.3 In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 4.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 11

4.4 [*]

4.5 [*].

4.6 Performance, where applicable, is based on a [*] pounds per U.S. gallon.

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2 Compliance with the climb, cruise and descent portions of the mission guarantees shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.

5.3 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

5.4 The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

5.5 Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

GEnx-[*] Engines

Page 12

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C		SS13-0163
BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 1

MODEL 787-10 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION CONTENTS

1 AIRCRAFT MODEL APPLICABILITY

2 FLIGHT PERFORMANCE

3 AIRCRAFT CONFIGURATION

4 GUARANTEE CONDITIONS

5 GUARANTEE COMPLIANCE

6 EXCLUSIVE GUARANTEES

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 2

1 AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-10 Aircraft equipped with Boeing furnished Trent [*] engines.

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel

NOMINAL:	[*]	Pounds
TOLERANCE:	[*]	Pounds
GUARANTEE:	[*]	Pounds

Conditions and operating rules:

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

Climbout Maneuver:		[*]

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 3

Climb:		[*]

		[*]

		[*]

		[*]

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

[*]		[*]

		[*]

		[*]

		[*]

		[*]

[*]:		[*]

		[*]

		[*]

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 4


Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
		Fuel	[*]

	Takeoff and Climbout Maneuver:
		Fuel	[*]
		Distance	[*]

	Approach and Landing Maneuver:
		Fuel	[*]

	Taxi-In (shall be consumed from the reserve fuel):
		Fuel	[*]

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

	For information purposes, the reserve fuel is based on a standard day temperature and [*].

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 5

2.1.2 Mission Range

The still air range with a [*] using the conditions and operating rules defined below, shall not be less than the following guarantee value:

NOMINAL:	[*]	Nautical Miles
TOLERANCE:	[*]	Nautical Miles
GUARANTEE:	[*]	Nautical Miles

Conditions and operating rules:

Still Air Range:		The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:		The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

Climbout Maneuver:		[*]

Climb:		[*]

		[*]

		[*]

		[*]

		The temperature is standard day during climb.

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 6

	Maximum climb thrust is used during climb.

[*]:	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

	[*]

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
		Fuel	[*]	Pounds

	Takeoff and Climbout Maneuver:
		Fuel	[*]	Pounds
		Distance	[*]	Nautical Miles

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 7


Approach and Landing Maneuver:
	Fuel	[*] Pounds

Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*] Pounds

Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*]

[*]

2.1.3 Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 8

2.1.4 787-10 Weight Summary - Air Lease Corporation

	Pounds

Standard Model Specification MEW	*[]**
787-10 General Description, 787B1-3806, Rev E, Dated May 10, 2013
Baseline Airplane Improvements and Production Changes	[*]
[*]
Trent [*] Engines
[*]
[*]

Changes for ALC*
Interior Change to [] Passengers ([])	[*]
Reference LOPA [*]
Selected MTW: [*]	[*]
[*]	[*]
[*]	[*]
Customer Options Allowance	[*]
ALC Manufacturer’s Empty Weight (MEW)	*[]**

Standard and Operational Items Allowance (Paragraph 2.1.5)	[*]

ALC Operational Empty Weight (OEW)	*[]**

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]

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

P.A. No. 3659

AERO-B-BBA4-M13-0296C

SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 9

2.1.5 Standard and Operational Items Allowance

	Qty	lb	lb	lb

Standard Items Allowance				*[]**

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts (1378 cu ft @ 4.7 lb/cu ft)			[*]
Operational Items Allowance				[*]

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase ([*])	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				*[]**

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C	SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 10

3 AIRCRAFT CONFIGURATION

3.2 The specified payload of the Paragraph 2.1.1 block fuel guarantee and the specified payload of the Paragraph 2.1.2 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C	SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 11

4.4 [*]

4.5 [*].

4.6 Performance, where applicable, is based on a [*].

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.3 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

5.5 Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C	SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-3659-LA-1300863

Trent [*] Engines

Page 12

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

P.A. No. 3659
AERO-B-BBA4-M13-0296C	SS13-0163

BOEING PROPRIETARY

Enclosure 32

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

HAZ-PA-3659-LA-1300864

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject:	Aircraft Performance Guarantees – 787-9 Block B Aircraft

Reference:	Purchase Agreement No. PA-3659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

Boeing agrees to provide Customer with the performance guarantees in the Attachment which are applicable to the Aircraft shown in Table 1B (the 787-9 Block B Aircraft ). These guarantees are exclusive and expire upon delivery of the 787-9 Block B Aircraft to Customer.

1. Assignment .

2. Disclosure of Performance Guarantees to Lessee .

3. Confidential Treatment .

HAZ-PA-3659-LA-1300864

SA-2

Performance Guarantees – 787-9 Block B Aircraft

LA Page 1

BOEING PROPRIETARY

Enclosure 32

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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-3659-LA-1300864

SA-2

Performance Guarantees – 787-9 Block B Aircraft

LA Page 2

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx-[*] Engines

Page 1

MODEL 787-9 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION		CONTENTS

1		AIRCRAFT MODEL APPLICABILITY

2		FLIGHT PERFORMANCE

3		AIRCRAFT CONFIGURATION

4		GUARANTEE CONDITIONS

5		GUARANTEE COMPLIANCE

6		EXCLUSIVE GUARANTEES

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 2

1	AIRCRAFT MODEL APPLICABILITY

	The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-9 Aircraft with a maximum takeoff weight of [] , a maximum landing weight of [] , and a maximum zero fuel weight of [] , and equipped with Boeing furnished GEnx- [] engines.

2	FLIGHT PERFORMANCE

2.1	Mission

2.1.1	Mission Block Fuel

	The block fuel for a stage length of [] nautical miles in still air with a [] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

NOMINAL:	[*]	Pounds
TOLERANCE:	[*]	Pounds
GUARANTEE:	[*]	Pounds

	Conditions and operating rules:

	Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

	Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

	Takeoff:	The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 3

		The takeoff gross weight shall conform to FAA Regulations.

	[*]	[*]

	[*]	[*]

		[*]

		[*]

		[*]

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

	[*]	[*]

		[*]

		[*]

		[*]

		[*]

	[*]	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 4

	[*]

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[*]	Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*]	Pounds
	Distance	[*]	Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*]	Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*]	Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 5

		[*]

2.1.2	Mission Range

	The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:

NOMINAL:	[*]	Nautical Miles
TOLERANCE:	[*]	Nautical Miles
GUARANTEE:	[*]	Nautical Miles

	Conditions and operating rules:

	Still Air Range:	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

	Takeoff:	The airport altitude is sea level.

		The takeoff gross weight is not limited by the airport conditions.

		Maximum takeoff thrust is used for the takeoff.

		The takeoff gross weight shall conform to FAA Regulations.

	Climbout Maneuver:	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 6

	Climb:	[*]

		[*]

		[*]

		[*]

		The temperature is standard day during climb.

		Maximum climb thrust is used during climb.

	[*]	[*]

		[*]

		[*]

		[*]

		[*]

	[*]	[*]

		[*]

		[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 7

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[*]	Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*]	Pounds
	Distance	[*]	Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*]	Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*]	Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*]

	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 8

2.1.3	Operational Empty Weight Basis

	The Operational Empty Weight (OEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 9

2.1.4

787-9 Weight Summary - ALC

		Pounds

Standard Model Specification MEW		*[]**
787 Airplane Configuration Specification 787B1-4102 Rev H, dated January 31, 2013

[*]
GEnx Engines
[*]
[*]

Changes for ALC*
Interior Change to [] Passengers []		[*]
Reference LOPA [*]
Selected MTW: [*]		[*]
[*]		[*]
[*]		[*]
Customer Options Allowance		[*]
ALC Manufacturer’s Empty Weight (MEW)		*[]**

Standard and Operational Items Allowance (Paragraph 2.1.5)		[*]

ALC Operational Empty Weight (OEW)		*[]**

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]
[*]	[*]	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 10

2.1.5

Standard and Operational Items Allowance

	Qty	lb	lb	lb

Standard Items Allowance				*[]**

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				*[]**

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				*[]**

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 11

3	AIRCRAFT CONFIGURATION

3.1	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revision H, “787 Airplane Configuration Specification”, dated January 31, 2013, [*].

3.2	The specified payload of the Paragraph 2.1.1 block fuel guarantee and the specified payload of the Paragraph 2.1.2 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:

	(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

	(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4	GUARANTEE CONDITIONS

4.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1 through 25-117, subject to the approval of the Federal Aviation Administration.

4.3	In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 4.2, and as a result thereof, a change is made to the configuration and/or the

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 12

	performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

4.4	The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 235 mph tires, with anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and the Auxiliary Power Unit (APU) turned off unless otherwise specified. The improved climb performance procedure will be used for takeoff as required.

4.5	[*]

4.6	[*].

4.7	Performance, where applicable, is based on [*].

5	GUARANTEE COMPLIANCE

5.1	Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2	Compliance with the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 787-9.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

GEnx- [*] Engines

Page 13

5.3	Compliance with the climb, cruise and descent portions of the mission guarantees shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.

5.4	The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

5.5	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

5.6	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

6	EXCLUSIVE GUARANTEES

	The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 1

MODEL 787-9 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION CONTENTS

1 AIRCRAFT MODEL APPLICABILITY

2 FLIGHT PERFORMANCE

3 AIRCRAFT CONFIGURATION

4 GUARANTEE CONDITIONS

5 GUARANTEE COMPLIANCE

6 EXCLUSIVE GUARANTEES

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 2

1 AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-9 Aircraft with a maximum takeoff weight of [*] , a maximum landing weight of [*] , and a maximum zero fuel weight of [*] , and equipped with Boeing furnished Trent [*] engines.

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel

	NOMINAL:	[*] Pounds
	TOLERANCE:	[*] Pounds
	GUARANTEE:	[*] Pounds

Conditions and operating rules:

Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

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Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 3

	The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:	[*]

Climb:	[*]

	[*]

	[*]

	[*]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[*]	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 4

	[*]

	[*]

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[*] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*] Pounds
	Distance	[*] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 5

[*].

2.1.2 Mission Range

The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:

	NOMINAL:	[*] Nautical Miles
	TOLERANCE:	[*] Nautical Miles
	GUARANTEE:	[*] Nautical Miles

Conditions and operating rules:

Still Air Range:	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

Takeoff:	The airport altitude is sea level.

	The takeoff gross weight is not limited by the airport conditions.

	Maximum takeoff thrust is used for the takeoff.

	The takeoff gross weight shall conform to FAA Regulations.

Climbout Maneuver:	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 6

Climb:	[*]

	[*]

	[*]

	[*]

	The temperature is standard day during climb.

	Maximum climb thrust is used during climb.

[*]	[*]

	[*]

	[*]

	[*]

	[*]

[*]	[*]

	[*]

	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

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Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 7

Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.

	The destination airport altitude is a sea level airport.

Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

	Taxi-Out:
	Fuel	[*] Pounds

	Takeoff and Climbout Maneuver:
	Fuel	[*] Pounds
	Distance	[*] Nautical Miles

	Approach and Landing Maneuver:
	Fuel	[*] Pounds

	Taxi-In (shall be consumed from the reserve fuel):
	Fuel	[*] Pounds

	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds

	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 8

2.1.3 Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 9

2.1.4 787-9 Weight Summary - ALC

	Pounds

Standard Model Specification MEW	*[]**
787 Airplane Configuration Specification 787B1-4102 Rev H, dated January 31, 2013

[*]
Trent [*] Engines
[*]
[*]

Changes for ALC*
Interior Change to [] Passengers []	[*]
Reference LOPA [*]
Selected MTW: [*]	[*]
[*]	[*]
[*]	[*]
Customer Options Allowance	[*]
ALC Manufacturer’s Empty Weight (MEW)	*[]**

Standard and Operational Items Allowance (Paragraph 2.1.5)	[*]

ALC Operational Empty Weight (OEW)	*[]**

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

[*]	[*]	[*]
[*]	[*]	[*]

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 10

2.1.5 Standard and Operational Items Allowance

	Qty	lb	lb	lb

Standard Items Allowance				*[]**

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				*[]**

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				*[]**

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 11

3 AIRCRAFT CONFIGURATION

3.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revision H, “787 Airplane Configuration Specification”, dated January 31, 2013, [*].

3.2 The specified payload of the Paragraph 2.1.1 block fuel guarantee and the specified payload of the Paragraph 2.1.2 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 12

performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

4.4 The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 235 mph tires, with anti-skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti-icing turned off and the Auxiliary Power Unit (APU) turned off unless otherwise specified. The improved climb performance procedure will be used for takeoff as required.

4.5 [*]

4.6 [*].

4.7 Performance, where applicable, is based on a [*].

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2 Compliance with the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 787-9.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ-PA-03659-LA-1300864

Trent [*] Engines

Page 13

5.4 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the Detail Specification.

5.6 Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372		SS13-0163

BOEING PROPRIETARY

Enclosure 33

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

HAZ-PA-03659-LA-1301080

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject:	Special Matters – 787-9 Block B Aircraft

Reference:	Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) 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. This Letter Agreement applies only to the three (3) Model 787-9 aircraft identified in Table 1B to the Purchase Agreement (the 787-9 Block B Aircraft ).

1. Credit Memoranda .

1.1 Basic Credit Memorandum . At the time of delivery of each 787-9 Block B Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in the amount of [ * ].

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Aircraft to a third party or parties ( Lessee or Lessees ) who is/are in the commercial airline business as aircraft operator(s). As an incentive for and in consideration of Customer entering into a lease for the 787-9 Block B Aircraft prior to delivery of the 787-9 Block B Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer a Leasing Credit Memorandum in the amount of [ * ]. Under no circumstances will Customer be permitted to assign this Leasing Credit Memorandum.

1.3 [ * ]

1.4 [ * ]

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

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BOEING PROPRIETARY

Enclosure 33

1.5 [ * ]

1.6 [ * ]

1.7 [ * ]

1.8 [ * ]

2. Escalation of Credit Memoranda .

Unless otherwise noted, the amounts of the Credit Memoranda stated in [ * ] and will be escalated to the scheduled month of the respective 787-9 Block B Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft 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).

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

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BOEING PROPRIETARY

Enclosure 33

3. [ * ]

4. [ * ]

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

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BOEING PROPRIETARY

Enclosure 33

5. [ * ]

6. [ * ]

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

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BOEING PROPRIETARY

Enclosure 33

7. [ * ]

8. 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 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.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03659-LA-1301080	SA-2
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BOEING PROPRIETARY

Enclosure 34

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

HAZ-PA-03659-LA-1301081

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: Special Matters – 787-10 Block A Aircraft

Reference: Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) 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. This Letter Agreement applies only to the thirty (30) Model 787-10 aircraft identified in Table 1C to the Purchase Agreement (the 787-10 Block A Aircraft ).

1. Credit Memoranda .

1.1 Basic Credit Memorandum . At the time of delivery of each 787-10 Block A Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in the amount of [ * ].

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Aircraft to a third party or parties ( Lessee or Lessees ) who is/are in the commercial airline business as aircraft operator(s). As an incentive for and in consideration of Customer entering into a lease for the 787-10 Block A Aircraft prior to delivery of the 787-10 Block A Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer a Leasing Credit Memorandum in the amount of [ * ]. Under no circumstances will Customer be permitted to assign this Leasing Credit Memorandum.

1.3 [ * ]

1.4 [ * ]

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

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BOEING PROPRIETARY

Enclosure 34

1.5 [ * ]

1.6 [ * ]

1.7 [ * ]

1.8 [ * ]

1.9 [ * ]

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

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BOEING PROPRIETARY

Enclosure 34

1.10 [ * ]

1.11 [ * ]

2. Escalation of Credit Memoranda .

Unless otherwise noted, the amounts of the Credit Memoranda stated in [ * ] and will be escalated to the scheduled month of the respective 787-10 Block A Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft 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).

3. [ * ]

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

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BOEING PROPRIETARY

Enclosure 34

4. [ * ]

5. [ * ]

6. [ * ]

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

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BOEING PROPRIETARY

Enclosure 34

7. [ * ]

8. [ * ]

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

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BOEING PROPRIETARY

Enclosure 34

9. [ * ]

10. 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 9), 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 9. Customer shall be fully responsible to Boeing for compliance with such obligations.

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03659-LA-1301081		SA-2
Special Matters – 787-10 Block A Aircraft				LA Page 6

BOEING PROPRIETARY

Enclosure 35

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

HAZ-PA-03659-LA- 1301082

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

Reference: Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 Block B and 787-10 Block A aircraft ( Aircraft )

1. [ * ]

2. [ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Page 1

BOEING PROPRIETARY

Enclosure 35

3. [ * ]

4. [ * ]

5. [ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Page 2

BOEING PROPRIETARY

Enclosure 35

6. Assignment .

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.

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

HAZ-PA-03659-LA-1301082
[ * ]		Page 3

BOEING PROPRIETARY

Enclosure 35

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03659-LA-1301082
[ * ]		Page 4

BOEING PROPRIETARY

Enclosure 35

Attachment A to Letter Agreement HAZ-PA-03659-LA-1301082

[ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Attachment A Page 1

BOEING PROPRIETARY

Enclosure 35

Attachment B to Letter Agreement HAZ-PA-03659-LA-1301082

[ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Attachment B Page 1

BOEING PROPRIETARY

Enclosure 35

[ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Attachment B Page 2

BOEING PROPRIETARY

Enclosure 35

[ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Attachment B Page 3

BOEING PROPRIETARY

Enclosure 35

[ * ]

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

HAZ-PA-03659-LA-1301082
[ * ]		Attachment B Page 4

BOEING PROPRIETARY

Enclosure 36

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

HAZ-PA-03659-LA-1301083

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: Promotional Support

Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below.

1. Definitions .

1.1 Commitment Limit shall have the meaning set forth in Article 2, below.

1.2 Covered Aircraft shall mean those Aircraft identified on Table 1C to the Purchase Agreement as of the date of signing of this Letter Agreement.

1.3 Performance Period shall mean the period [ * ].

1.4 Promotional Support shall mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.

1.5 Qualifying Third Party Fees shall mean fees paid by Customer to third party providers for Promotional Support provided to Customer during the Performance Period.

2. Commitment .

As more particularly set forth in this Letter Agreement, Boeing agrees to provide Promotional Support to Customer during the Performance Period in a value not to exceed [ * ].

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

HAZ-PA-03659-LA-1301083		SA-2
Promotional Support				LA Page 1

BOEING PROPRIETARY

Enclosure 36

3. [ * ]

4. Project Approval .

Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support to be provided pursuant to this Letter Agreement.

5. Assignment .

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.

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

HAZ-PA-03659-LA-1301083		SA-2
Promotional Support				LA Page 2

BOEING PROPRIETARY

Enclosure 36

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

HAZ-PA-03659-LA-1301083		SA-2
Promotional Support				LA Page 3

BOEING PROPRIETARY

Enclosure 37

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

HAZ-PA-03659-LA-1301084

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: [ * ]

Reference: Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787 ( Aircraft )

1. [ * ]

2. [ * ]

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

HAZ-PA-03659-LA-1301084
[ * ]		LA Page 1

BOEING PROPRIETARY

Enclosure 37

3. [ * ]

4. [ * ]

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

HAZ-PA-03659-LA-1301084
[ * ]		LA Page 2

BOEING PROPRIETARY

Enclosure 37

5. [ * ]

6. [ * ]

7. [ * ]

8. [ * ]

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

HAZ-PA-03659-LA-1301084
[ * ]		LA Page 3

BOEING PROPRIETARY

Enclosure 37

9. [ * ]

10. [ * ]

11. 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 11), 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 11. 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.

HAZ-PA-03659-LA-1301084
[ * ]		LA Page 4

BOEING PROPRIETARY

Enclosure 37

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03659-LA-1301084
[ * ]		LA Page 5

BOEING PROPRIETARY

Enclosure 38

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

HAZ-PA-03659-LA-1302043

Air Lease Corporation

1000 Avenue of the Stars

Los Angeles, California 90067

Subject: [ * ]

Reference: Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) 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. This Letter Agreement applies only to (i) the three (3) 787-9 Block B Aircraft identified in Table 1B to the Purchase Agreement (the 787-9 Block B Aircraft ) and (ii) the thirty (30) 787-10 Block A Aircraft identified in Table 1C to the Purchase Agreement (the 787-10 Block A Aircraft ).

[ * ]

1. [ * ]

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

HAZ-PA-03659-LA-1302043		SA-2
[ * ]				LA Page 1

BOEING PROPRIETARY

Enclosure 38

2. [ * ]

3. [ * ]

4. [ * ]

5. [ * ]

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

HAZ-PA-03659-LA-1302043		SA-2
[ * ]				LA Page 2

BOEING PROPRIETARY

Enclosure 38

6. Assignment .

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 (i) its directors and officers, (ii) 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 (iii) 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

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03659-LA-1302043		SA-2
[ * ]				LA Page 3

BOEING PROPRIETARY

Enclosure 39

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

HAZ-PA-03659-LA-1302348 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: [ * ]

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1302348, and amends 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. [ * ]

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

HAZ-PA-03659-LA-1302348R1
[ * ]		Page 1

BOEING PROPRIETARY

Enclosure 39

3. [ * ]

4. [ * ]

5. [ * ]

6. [ * ]

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

HAZ-PA-03659-LA-1302348R1
[ * ]		LA Page 2

BOEING PROPRIETARY

Enclosure 39

7. [ * ]

8. [ * ]

9. [ * ]

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

HAZ-PA-03659-LA-1302348R1
[ * ]		LA Page 3

BOEING PROPRIETARY

Enclosure 39

10. [ * ]

11. [ * ]

12. 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 12), 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 12. 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.

HAZ-PA-03659-LA-1302348R1
[ * ]		LA Page 4

BOEING PROPRIETARY

Enclosure 39

Very truly yours,

THE BOEING COMPANY

By	/s/ Ken Takahashi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		September 13, 2013

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03659-LA-1302348R1
[ * ]		LA Page 5

BOEING PROPRIETARY

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Nine Months Ended September 30,
(In thousands, except ratios)	2013			2012
	(unaudited)
Earnings:
Net income	$	131,564		$	92,110
Add:
Provision for income taxes	71,307			50,577
Fixed charges	165,896			117,201
Less:
Capitalized interest	(23,124		)	(13,698		)
Earnings as adjusted (A)	$	345,643		$	246,190
Fixed charges:
Interest expense	$	142,215		$	102,861
Capitalized interest	23,124			13,698
Interest factors of rents (1)	557			642
Fixed charges as adjusted (B)	$	165,896		$	117,201
Ratio of earnings to fixed charges ((A) divided by (B))	2.08			2.10

(1) Estimated to be 1 / 3 of rent expense.

EXHIBIT 31.1

CERTIFICATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven F. Udvar-Házy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Air Lease Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2013

	/s/ Steven F. Udvar-Házy
	Steven F. Udvar-Házy
	Chairman and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF THE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory B. Willis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Air Lease Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2013

	/s/ Gregory B. Willis
	Gregory B. Willis
	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Air Lease Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2013 (the “Report”), I, Steven F. Udvar-Házy, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2013	/s/ Steven F. Udvar-Házy
	Steven F. Udvar-Házy
	Chairman and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF THE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Air Lease Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2013 (the “Report”), I, Gregory B. Willis, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(i) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2013	/s/ Gregory B. Willis
	Gregory B. Willis
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)