AIR LEASE CORP (Form: 10-Q, Received: 08/04/2016 16:38:30)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2016

☐ 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 ☒ No ☐

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 ☒ No ☐

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 ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐
(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 ☐ No ☒

At August 3, 2016, there were 102,842,461 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 June 30, 2016

T ABLE OF CONTENTS

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Consolidated Balance Sheets—June 30, 2016 and December 31, 2015 (unaudited)	4
	Consolidated Statements of Income—Three and Six Months Ended June 30, 2016 and 2015 (unaudited)	5
	Consolidated Statement of Shareholders' Equity—Six Months Ended June 30, 2016 (unaudited)	6
	Consolidated Statements of Cash Flows—Six Months Ended June 30, 2016 and 2015 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4	Controls and Procedures	28
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	28
Item 1A	Risk Factors	28
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3	Defaults Upon Senior Securities	29
Item 4	Mine Safety Disclosures	29
Item 5	Other Information	29
Item 6	Exhibits	30
	Signatures	32
	Index of Exhibits	33

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NOTE ABOUT FORWARD-LOOKING STATEMENT S

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 sell 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;

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, 2015, under "Part 1 — Item 1A. Risk Factors," in this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, 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 STATEMENT S

Air Lease Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEET S

(In thousands, except share and par value amounts)


	June 30, 2016		December 31, 2015
	(unaudited)
Assets
Cash and cash equivalents	$	172,734	$	156,675
Restricted cash		24,390		16,528
Flight equipment subject to operating leases		13,096,222		12,026,798
Less accumulated depreciation		(1,398,298)		(1,213,323)
		11,697,924		10,813,475
Deposits on flight equipment purchases		1,132,782		1,071,035
Other assets		312,340		297,385
Total assets	$	13,340,170	$	12,355,098
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	227,216	$	215,983
Debt financing, net of discounts and issuance costs		8,390,466		7,712,421
Security deposits and maintenance reserves on flight equipment leases		868,101		853,330
Rentals received in advance		95,041		91,485
Deferred tax liability		563,817		461,967
Total liabilities	$	10,144,641	$	9,335,186
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 102,842,461 and 102,582,669 shares at June 30, 2016 and December 31, 2015, respectively		1,010		1,010
Class B Non-Voting common stock, $0.01 par value; authorized 10,000,000 shares; no shares issued or outstanding		—		—
Paid-in capital		2,228,617		2,227,376
Retained earnings		965,902		791,526
Total shareholders’ equity	$	3,195,529	$	3,019,912
Total liabilities and shareholders’ equity	$	13,340,170	$	12,355,098

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOM E

(In thousands, except share and per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(unaudited)
Revenues
Rental of flight equipment	$	327,313	$	286,761	$	644,511	$	556,017
Aircraft sales, trading and other		22,826		17,941		48,956		27,000
Total revenues		350,139		304,702		693,467		583,017
Expenses
Interest		63,190		58,148		124,150		113,551
Amortization of debt discounts and issuance costs		7,388		7,681		14,549		15,363
Interest expense		70,578		65,829		138,699		128,914

Depreciation of flight equipment		112,136		98,402		220,711		189,414
Settlement		—		—		—		72,000
Selling, general and administrative		20,653		17,729		40,055		36,827
Stock-based compensation		4,501		4,578		7,740		7,724
Total expenses		207,868		186,538		407,205		434,879

Income before taxes		142,271		118,164		286,262		148,138
Income tax expense		(50,468)		(42,046)		(101,601)		(52,688)
Net income	$	91,803	$	76,118	$	184,661	$	95,450

Net income per share of Class A and Class B common stock:
Basic	$	0.89	$	0.74	$	1.80	$	0.93
Diluted	$	0.84	$	0.70	$	1.69	$	0.89
Weighted-average shares outstanding
Basic		102,837,443		102,571,600		102,758,427		102,513,642
Diluted		110,839,180		110,737,844		110,710,174		110,645,314

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUIT Y

(In thousands, except share and per share amounts)


				Class A			Class B Non-Voting
	Preferred Stock			Common Stock			Common Stock			Paid-in		Retained
(unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Total
Balance at December 31, 2015	—	$	—	102,582,669	$	1,010	—	$	—	$	2,227,376	$	791,526	$	3,019,912
Issuance of common stock upon vesting of restricted stock units	—		—	450,743		—	—		—		47		—		47
Stock-based compensation expense	—		—	—		—	—		—		7,740		—		7,740
Cash dividends (declared $0.15 per share)	—		—	—		—	—		—		—		(10,285)		(10,285)
Tax withholding related to vesting of restricted stock units	—		—	(190,951)		—	—		—		(6,546)		—		(6,546)
Net income	—		—	—		—	—		—		—		184,661		184,661
Balance at June 30, 2016	—	$	—	102,842,461	$	1,010	—	$	—	$	2,228,617	$	965,902	$	3,195,529

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOW S

(In thousands)


	Six Months Ended June 30,
	2016		2015
	(unaudited)
Operating Activities
Net income	$	184,661	$	95,450
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		220,711		189,414
Settlement		—		36,000
Stock-based compensation		7,740		7,724
Deferred taxes		101,601		52,696
Amortization of debt discounts and issuance costs		14,549		15,363
Gain on aircraft sales, trading and other activity		(37,713)		(23,987)
Changes in operating assets and liabilities:
Other assets		2,367		21,124
Accrued interest and other payables		7,298		2,331
Rentals received in advance		3,556		5,938
Net cash provided by operating activities		504,770		402,053
Investing Activities
Acquisition of flight equipment under operating lease		(1,138,130)		(1,336,979)
Payments for deposits on flight equipment purchases		(437,721)		(362,578)
Proceeds from aircraft sales, trading and other activity		507,202		668,989
Acquisition of furnishings, equipment and other assets		(117,132)		(129,472)
Net cash used in investing activities		(1,185,781)		(1,160,040)
Financing Activities
Issuance of common stock upon exercise of options		—		40
Cash dividends paid		(10,271)		(8,198)
Tax withholdings on stock-based compensation		(5,890)		(5,302)
Net change in unsecured revolving facilities		938,000		126,000
Proceeds from debt financings		690,754		712,134
Payments in reduction of debt financings		(962,403)		(260,812)
Net change in restricted cash		(7,862)		(1,064)
Debt issuance costs		(3,157)		(3,223)
Security deposits and maintenance reserve receipts		93,261		90,936
Security deposits and maintenance reserve disbursements		(35,362)		(12,354)
Net cash provided by financing activities		697,070		638,157
Net increase/(decrease) in cash		16,059		(119,830)
Cash and cash equivalents at beginning of period		156,675		282,819
Cash and cash equivalents at end of period	$	172,734	$	162,989
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $19,521 and $20,702 at June 30, 2016 and 2015, respectively	$	151,165	$	121,767
Supplemental Disclosure of Noncash Activities
Buyer furnished equipment, capitalized interest, deposits on flight equipment purchases and seller financing applied to acquisition of flight equipment and other assets applied to payments for deposits on flight equipment purchases	$	525,991	$	664,128
Cash dividends declared, not yet paid	$	5,142	$	4,103

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

NOTES TO CONSOLIDATE D FINANCIAL STATEMENTS

(Unaudited)

Note 1. Company Background and Overview

Air Lease Corporation, together with its subsidiaries (the “Company”, “ALC”, “we”, “our” or “us”), is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing new commercial jet transport aircraft directly from the manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”). As of June 30, 2016, we owned a fleet of 245 aircraft and had 377 aircraft on order with the manufacturers. In addition to our leasing activities, we sell aircraft from our fleet to leasing companies, financial services companies and airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee.

Note 2. Basis of Preparation and Critical Accounting Policies

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 June 30, 2016, and for all periods presented. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the operating results expected for the year ending December 31, 2016. 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, 2015.

Initial Direct Costs

The Company records as period costs those internal and other costs incurred in connection with identifying, negotiating and delivering aircraft to the Company's lessees. Amounts paid by us to lessees and/or other parties in connection with originating lease transactions are capitalized as lease incentives and are amortized over the lease term. Additionally, regarding the extension of leases that contain maintenance reserve provisions, the Company considers maintenance reserves that were previously recorded as revenue and no longer meet the virtual certainty criteria as a function of the extended lease term as lease incentives and capitalizes such reserves. The amortization of lease incentives is recorded as a reduction of lease revenue in the Consolidated Statement of Income.

Note 3. Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02 ("ASU 2016-02"), “Leases (Topic 842)”. The amendments in ASU 2016-02 set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASU 2016-02 will be effective for annual reporting periods beginning after December 15, 2018 for public entities and is required to be applied using the modified retrospective transition approach. Early adoption is permitted. We do not believe that the adoption of the standard will have a material impact on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09 ("ASU 2016-09"), "Compensation-Stock Compensation (Topic 718)". The amendments in ASU 2016-09 reduce the complexity of accounting for share-based payments and might increase volatility in reported earnings. ASU 2016-09 will be effective for interim and annual periods beginning after December 15, 2016 for public entities and is required to be adopted using the cumulative-effect and prospective approach. Early adoption is permitted. We are currently evaluating this guidance to determine the impact it will have on our financial statements.

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Note 4. Debt Financing

The Company’s consolidated debt as of June 30, 2016 and December 31, 2015 are summarized below (in thousands):


	June 30, 2016		December 31, 2015
Unsecured
Senior notes	$	5,656,343	$	5,677,769
Revolving credit facility		1,658,000		720,000
Term financings		215,492		292,788
Convertible senior notes		200,000		200,000
Total unsecured debt financing		7,729,835		6,890,557
Secured
Term financings		689,601		477,231
Warehouse facility		—		372,423
Export credit financing		54,902		58,229
Total secured debt financing		744,503		907,883

Total debt financing		8,474,338		7,798,440
Less: Debt discounts and issuance costs		(83,872)		(86,019)
Debt financing, net of discounts and issuance costs	$	8,390,466	$	7,712,421

The Company’s secured obligations as of June 30, 2016 and December 31, 2015 are summarized below (dollars in thousands):


	June 30, 2016		December 31, 2015
Nonrecourse	$	270,960	$	372,423
Recourse		473,543		535,460
Total secured debt financing	$	744,503	$	907,883
Number of aircraft pledged as collateral		27		31
Net book value of aircraft pledged as collateral	$	1,387,738	$	1,591,350

Senior unsecured notes

As of June 30, 2016, the Company had $5.7 billion in senior unsecured notes outstanding. As of December 31, 2015, the Company had $5.7 billion in senior unsecured notes outstanding.

On April 11, 2016, the Company issued $600.0 million in aggregate principal amount of senior unsecured notes due 2021 that bear interest at a rate of 3.375%.

Unsecured revolving credit facility

On May 27, 2016, the Company amended and extended its four-year unsecured revolving credit facility whereby the Company extended the maturity date from May 5, 2019 to May 5, 2020 and increased the total revolving commitments to approximately $3.1 billion from approximately $2.8 billion. The unsecured revolving credit facility remains priced at LIBOR plus 1.25% with a 0.25% facility fee, each subject to adjustment based on changes in the Company’s credit ratings. Lenders hold revolving commitments totaling approximately $2.8 billion that mature on May 5, 2020, commitments totaling $290.0 million that mature on May 5, 2019, and commitments totaling $65.0 million that mature on May 5, 2018.

The total amount outstanding under our unsecured revolving credit facility was $1.7 billion and $720.0 million as of June 30, 2016 and December 31, 2015, respectively.

Unsecured term financings

In March 2016, the Company entered into a $100.0 million one - year unsecured term facility bearing interest at a rate of LIBOR plus 1.00%.

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The outstanding balance on our unsecured term facilities as of June 30, 2016 and December 31, 2015 was $215.5 million and $292.8 million, respectively.

Secured term financing

In June 2016, the availability period for our ability to draw from our warehouse facility expired. The outstanding drawn balance at the end of the availability period was converted to an amortizing, four-year term loan with an interest rate of LIBOR plus 2.00%. As of June 30, 2016, the Company's outstanding balance was $271.0 million and 12 aircraft with a net book value of $456.2 million were pledged as collateral. As of December 31, 2015, the Company had borrowed $372.4 million under our warehouse facility and pledged 14 aircraft as collateral with a net book value of $577.6 million.

As of June 30, 2016, the outstanding balance on our secured term facilities was $689.6 million and we had pledged 25 aircraft as collateral with a net book value of $1.3 billion. The outstanding balance under our secured term facilities as of June 30, 2016 was comprised of $45.8 million fixed rate debt and $643.8 million floating rate debt, with interest rates ranging from 4.34% to 5.36% and LIBOR plus 1.15% to LIBOR plus 2.99%, respectively. As of June 30, 2016, the remaining maturities of all secured term facilities ranged from approximately 0.6 years to approximately 7.1 years.

As of December 31, 2015, the outstanding balance on our secured term facilities was $477.2 million and we had pledged 15 aircraft as collateral with a net book value of $933.4 million. The outstanding balance under our secured term facilities as of December 31, 2015 was comprised of $75.1 million fixed rate debt and $402.1 million floating rate debt, with interest rates ranging from 4.28% to 5.36% and LIBOR plus 1.15% to LIBOR plus 2.99%, respectively. As of December 31, 2015, the remaining maturities of all secured term facilities ranged from approximately 0.1 years to approximately 7.5 years.

Maturities

Maturities of debt outstanding as of June 30, 2016 are as follows (in thousands):


Years ending December 31,
2016	$	135,130
2017		1,411,971
2018		1,479,697
2019		1,132,364
2020		2,022,247
Thereafter		2,292,929
Total	$	8,474,338

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Note 5. Commitments and Contingencies

As of June 30, 2016 and through August 4, 2016, the Company had commitments to acquire a total of 377 new aircraft scheduled to deliver through 2023 as follows:


Aircraft Type	2016	2017	2018	2019	2020	Thereafter	Total
Airbus A320/A321-200	3	1	—	—	—	—	4
Airbus A320/321neo (1)	1	14	17	27	26	55	140
Airbus A330-800/900neo	—	—	5	5	5	10	25
Airbus A350-900/1000	—	2	4	2	8	8	24
Boeing 737-800	3	9	—	—	—	—	12
Boeing 737-8/9 MAX	—	2	11	19	30	56	118
Boeing 777-300ER	3	2	—	—	—	—	5
Boeing 787-9/10	2	3	7	7	6	20	45
ATR 72-600 (2)	4	—	—	—	—	—	4
Total	16	33	44	60	75	149	377

(1)

Our Airbus A320/321neo aircraft orders include 30 long-range variants.

(2)

We have committed to sell all of our ATR aircraft on order.

Commitments for the acquisition of these aircraft and other equipment at an estimated aggregate purchase price (including adjustments for inflation) of approximately $29.2 billion at June 30, 2016 and through August 4, 2016 are as follows (in thousands):


Years ending December 31,
2016	$	1,302,047
2017		2,646,313
2018		3,794,325
2019		4,599,513
2020		5,892,274
Thereafter		10,993,085
Total (1)	$	29,227,557

(1)

Based on recent aircraft deliveries from our order book, we have determined that our assumptions regarding forward purchase price escalations have been higher than our actual experience. Accordingly, we have revised our forward escalation and aircraft specification assumptions to reflect current experience and a forecasted extended lower inflationary environment. The impact of this change was a decrease of $0.7 billion in our forward purchase commitments. We will continue to monitor and adjust, as necessary, our forecasted assumptions.

We have made non-refundable deposits on the aircraft for which we have commitments to purchase of $1.1 billion as of June 30, 2016 and December 31, 2015, 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.

As of June 30, 2016, the Company had a non-binding commitment to acquire up to five A350-1000 aircraft. Deliveries of these aircraft are scheduled to commence in 2023 and continue through 2024.

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Note 6. 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. As of June 30, 2016, we did not have any Class B Non-Voting common stock outstanding.

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 six months ended June 30, 2016 and 2015, the Company did not have any potentially anti-dilutive securities which would require exclusion from the computation of dilutive earnings per share. The Company excluded 1,006,647 and 982,769 shares related to restricted stock units for which the performance metric had yet to be achieved as of June 30, 2016 and 2015, respectively.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Basic net income per share:
Numerator
Net income	$	91,803	$	76,118	$	184,661	$	95,450
Denominator
Weighted-average common shares outstanding		102,837,443		102,571,600		102,758,427		102,513,642
Basic net income per share	$	0.89	$	0.74	$	1.80	$	0.93
Diluted net income per share:
Numerator
Net income	$	91,803	$	76,118	$	184,661	$	95,450
Assumed conversion of convertible senior notes		1,455		1,446		2,909		2,877
Net income plus assumed conversions	$	93,258	$	77,564	$	187,570	$	98,327
Denominator
Number of shares used in basic computation		102,837,443		102,571,600		102,758,427		102,513,642
Weighted-average effect of dilutive securities		8,001,737		8,166,244		7,951,747		8,131,672
Number of shares used in per share computation		110,839,180		110,737,844		110,710,174		110,645,314
Diluted net income per share	$	0.84	$	0.70	$	1.69	$	0.89

Note 7. 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 June 30, 2016 or December 31, 2015.

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 June 30, 2016 was $8.7 billion compared to a book value of $8.5 billion. The estimated fair value of debt financing as of December 31, 2015 was $7.9 billion compared to a book value of $7.8 billion.

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The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet at June 30, 2016, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at June 30, 2016 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 8. Stock-based Compensation

On May 7, 2014, the stockholders of the Company approved the Air Lease Corporation 2014 Equity Incentive Plan (the “2014 Plan”). Upon approval of the 2014 Plan, no new awards may be granted under the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”). As of June 30, 2016, the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) authorized under the 2014 Plan is approximately 6,051,932 , which includes 1,051,932 shares which were previously reserved for issuance under the 2010 Plan. Stock Options are generally granted for a term of 10 years and generally vest over a three year period. The Company has issued RSUs with four different vesting criteria: those RSUs that vest based on the attainment of book value goals, those RSUs that vest based on the attainment of Total Shareholder Return (“TSR”) goals, time based RSUs that vest ratably over a time period of three years and RSUs that cliff-vest at the end of a one or two year period. The book value RSUs generally vest ratably over three 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 $4.5 million and $4.6 million of stock-based compensation expense related to RSUs for the three months ended June 30, 2016 and 2015, respectively. The Company recorded $7.7 million of stock-based compensation expense related to RSUs for the six months ended June 30, 2016 and 2015.

Stock Options

A summary of stock option activity for the six month period ended June 30, 2016 follows:


				Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Shares	Price		(in years)	(in thousands) (1)
Balance at December 31, 2015	3,309,158	$	20.40	4.50	$	43,287
Granted	—	$	—	—	$	—
Exercised	—	$	—	—	$	—
Forfeited/canceled	—	$	—	—	$	—
Balance at June 30, 2016	3,309,158	$	20.40	4.00	$	21,419
Vested and exercisable as of June 30, 2016	3,309,158	$	20.40	4.00	$	21,419

(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.

The Company’s outstanding stock options fully vested on June 30, 2013 and there were no unrecognized compensation costs related to outstanding stock options as of June 30, 2016. As a result, there was no stock-based compensation expense related to Stock Options for the three and six months ended June 30, 2016 and 2015.

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The following table summarizes additional information regarding exercisable and vested stock options at June 30, 2016:


	Stock options exercisable
	and Vested
		Weighted-
		Average
	Number of	Remaining Life
Range of exercise prices	Shares	(in years)
$20.00	3,159,158	3.96
$28.80	150,000	4.82
$20.00 - $28.80	3,309,158	4.00

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 and time based 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.

During the six months ended June 30, 2016, the Company granted 594,273 RSUs of which 264,723 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the six months ended June 30, 2016:


	Unvested Restricted Stock Units
			Weighted-Average
			Grant-Date
	Number of Shares		Fair Value
Unvested at December 31, 2015	993,092	$	41.62
Granted	594,273	$	29.61
Vested	(455,242)	$	35.80
Forfeited/canceled	(19,649)	$	38.39
Unvested at June 30, 2016	1,112,474	$	37.64
Expected to vest after June 30, 2016 (1)	1,098,741	$	37.64

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

As of June 30, 2016, there was $22.0 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 1.9 years.

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Note 9. Investments

On November 4, 2014, a wholly owned subsidiary of the Company entered into an agreement with a co-investment vehicle arranged by Napier Park to participate in a joint venture formed as a Delaware limited liability company—Blackbird Capital I, LLC (‘‘Blackbird’’) for the purpose of investing in commercial aircraft and leasing them to airlines around the globe. We provide management services to the joint venture for a fee based upon aircraft assets under management. The Company’s non-controlling interest in Blackbird is 9.5% and it is accounted for as an investment under the equity method of accounting. The Company recognized $0.8 million and $2.1 million of gains on the sale of aircraft to Blackbird during the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016 and December 31, 2015, the amounts due from Blackbird to the Company were $1.0 million and $0.7 million, respectively. The Company's investment in Blackbird was $24.2 million and $18.6 million as of June 30, 2016 and December 31, 2015, respectively and is recorded in other assets on the Consolidated Balance Sheet.

Note 10. Flight Equipment Held for Sale

In May 2016, we entered into an agreement to sell 25 Embraer E190 and E175 aircraft to Nordic Aviation Capital A/S ("NAC"). During the quarter ended June 30, 2016, we completed sales of two E175 aircraft and two E190 aircraft. We expect to complete the sales of the remaining 21 Embraer aircraft over the next three quarters.

In December 2015, we entered into an agreement to sell our fleet of 25 ATR turboprop aircraft, comprised of 20 delivered aircraft and five undelivered aircraft. During the quarter ended June 30, 2016, we completed sales of five ATR aircraft. As of June 30, 2016, we have completed the sale of 18 ATR aircraft to NAC. We expect to complete the sale of our existing ATR fleet during the third quarter of 2016 and to sell the remaining four ATR aircraft from our order book over the next quarter at delivery.

The remaining three delivered ATR aircraft and 21 Embraer aircraft, with a carrying value of $577.8 million, were held for sale and included in flight equipment subject to operating leases on the Consolidated Balance Sheet as of June 30, 2016. We cease recognition of depreciation expense once an aircraft is classified as held for sale.

As of December 31, 2015, we had 19 aircraft, with a carrying value of $305.9 million, held for sale and included in flight equipment subject to operating leases on the Consolidated Balance Sheet.

Note 11. Litigation

On April 22, 2015, the Company and certain executive officers and employees of the Company entered into a settlement agreement and release ("the Settlement Agreement") with AIG, ILFC, and ILFC’s parent, AerCap Holdings N.V., to settle all ongoing litigation. In the first quarter of 2015, the Company recorded settlement expense of $72.0 million on the Consolidated Statement of Income related to this settlement. In June 2016, we received $2.0 million in insurance recoveries related to this matter, a total of $5.25 million in 2016, which are included in aircraft sales, trading and other revenue in our Consolidated Statement of Income.

Note 12. Subsequent Events

On August 2, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 3.00% Senior Unsecured Notes, Series A, due 2020 in a private placement that was not registered with the Securities and Exchange Commission. The Company also entered into an uncommitted shelf facility by which the Company may request that certain parties purchase, until August 2, 2020, up to $200.0 million of additional senior unsecured notes of the Company. The interest rate of such notes will be determined at the time of purchase. The parties to the facility are under no obligation to purchase such notes.

On August 3, 2016, our board of directors approved a quarterly cash dividend of $0.05 per share on our outstanding common stock. The dividend will be paid on October 6, 2016 to holders of record of our common stock as of September 12, 2016.

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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

Air Lease Corporation is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing new commercial jet transport aircraft directly from the manufacturers, such as Boeing and Airbus, and leasing those aircraft to airlines throughout the world with the intention to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our operating lease portfolio to third-parties, including other leasing companies, financial services companies and airlines. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. Our operating performance is driven by the growth of our fleet, the terms of our leases, the interest rates on our debt, and the aggregate amount of our indebtedness, supplemented by the gains from our aircraft sales and trading activities and our management fees.

During the quarter ended June 30, 2016, we purchased and took delivery of 13 aircraft from our new order pipeline, purchased three incremental aircraft and sold 10 aircraft, ending the quarter with a total of 245 aircraft, with a net book value of $11.7 billion. The weighted average lease term remaining on our operating lease portfolio was 7.0 years and the weighted average age of our fleet was 3.7 years as of June 30, 2016. Our fleet grew by 8.2% based on net book value of $11.7 billion as of June 30, 2016 compared to $10.8 billion as of December 31, 2015. In addition, we have a managed fleet of 33 aircraft as of June 30, 2016 and 29 aircraft as of December 31, 2015. We have a globally diversified customer base comprised of 91 airlines in 53 countries. All of the aircraft in our fleet were leased as of June 30, 2016.

During the first six months of 2016, we entered into supplemental agreements and amendments to existing agreements with Airbus and Boeing to purchase nine additional aircraft. From Airbus, we agreed to purchase one A350-900 aircraft and one A321-200. From Boeing, we agreed to purchase six additional 737-8MAX aircraft and one 787-9 aircraft. Deliveries of the aircraft are scheduled to commence in 2017 and continue through 2021. As of June 30, 2016, we had, in the aggregate, 377 aircraft on order with Boeing, Airbus and ATR for delivery through 2023, with an estimate aggregate purchase price of $29.2 billion, making us one of the world's largest customers for new commercial jet aircraft.

In May 2016, we entered into an agreement to sell 25 Embraer E190 and E175 aircraft to Nordic Aviation Capital ("NAC"). As of June 30, 2016, four aircraft had been transferred to NAC and the remaining 21 aircraft were held for sale. We expect the sale of the 21 aircraft held for sale to be completed by the first quarter of 2017.

In April 2016, we issued $600.0 million in senior unsecured notes which mature in 2021 and bear interest at a rate of 3.375%. In May 2016, we amended and extended our four-year unsecured revolving credit facility whereby we extended the maturity date from May 5, 2019 to May 5, 2020 and increased the total revolving commitments to approximately $3.1 billion from approximately $2.8 billion. The unsecured revolving credit facility remains priced at LIBOR plus 1.25% with a 0.25% facility fee, each subject to adjustment based on our credit rating. We ended the second quarter of 2016 with total debt outstanding, net of discounts and issuance costs, of $8.4 billion, of which 71.7% was at a fixed rate and 91.2% of which was unsecured, with a composite cost of funds of 3.33%.

Our total revenues for the quarter ended June 30, 2016 increased by 14.9% to $350.1 million, compared to the quarter ended June 30, 2015. This is comprised of rental revenues on our operating lease portfolio of $327.3 million and aircraft sales, trading and other revenue of $22.8 million. During the quarter ended June 30, 2016, we recorded gains of $16.7 million from the sale of 10 aircraft from our operating lease portfolio, compared to gains of $7.5 million from the sale of two aircraft from our operating lease portfolio for the quarter ended June 30, 2015.

Our net income for the quarter ended June 30, 2016 was $91.8 million compared to $76.1 million for the quarter ended June 30, 2015, an increase of $15.7 million or 20.6%. Our diluted earnings per share for the quarter ended June 30, 2016 was $0.84 compared to $0.70 for the quarter ended June 30, 2015. Our pre-tax profit margin for the three months ended June 30, 2016 was 40.6% compared to 38.8% for the three months ended June 30, 2015.

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Excluding the effects of certain non-cash items, one-time or non-recurring items, such as settlement expense, net of recoveries, that are not expected to continue in the future and certain other items, our adjusted net income before income taxes was $152.2 million for the three months ended June 30, 2016 compared to $130.4 million for the three months ended June 30, 2015, an increase of $21.7 million or 16.7%. Our adjusted margin for the three months ended June 30, 2016 was 43.7% compared to 42.8% for the three months ended June 30, 2015. Adjusted diluted earnings per share before income taxes increased to $1.39 for the three months ended June 30, 2016, compared to $1.19 for the three months ended June 30, 2015. Adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by GAAP. See Note 1 under the "Results of Operations" table for a discussion of adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income.

Effective July 1, 2016, Steven F. Udvar-Házy transitioned from his role as Chief Executive Officer to Executive Chairman of our Board of Directors, a full time officer position, and John L. Plueger was appointed as our Chief Executive Officer and President. Messrs. Udvar-Házy and Plueger continue as members of our Board of Directors.

Our fleet

Portfolio metrics of our aircraft portfolio as of June 30, 2016 and December 31, 2015 are as follows (dollars in thousands):


	June 30, 2016		December 31, 2015
Owned fleet		245		240
Managed fleet		33		29
Order book		377		389

Weighted average fleet age (1)		3.7 years		3.6 years
Weighted average remaining lease term (1)		7.0 years		7.2 years
Aggregate fleet net book value	$	11,697,924	$	10,813,475

(1)

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

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 June 30, 2016 and December 31, 2015 (dollars in thousands):


	June 30, 2016				December 31, 2015
	Net Book				Net Book
Region	Value		% of Total		Value		% of Total
Europe	$	3,449,113	29.5	%	$	3,238,323	30.0	%
Asia (excluding China)		2,660,702	22.7	%		2,313,477	21.4	%
China		2,638,016	22.6	%		2,444,370	22.6	%
The Middle East and Africa		1,003,015	8.6	%		1,023,715	9.5	%
Central America, South America and Mexico		906,120	7.7	%		923,352	8.5	%
U.S. and Canada		577,894	4.9	%		446,839	4.1	%
Pacific, Australia, New Zealand		463,064	4.0	%		423,399	3.9	%
Total	$	11,697,924	100.0	%	$	10,813,475	100.0	%

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The following table sets forth the number of aircraft we leased by aircraft type as of June 30, 2016 and December 31, 2015:


	June 30, 2016			December 31, 2015
	Number of			Number of
Aircraft type	Aircraft	% of Total		Aircraft	% of Total
Airbus A319-100	3	1.2	%	3	1.3	%
Airbus A320-200	43	17.6	%	39	16.3	%
Airbus A321-200	29	11.8	%	26	10.9	%
Airbus A330-200	17	6.9	%	16	6.7	%
Airbus A330-300	5	2.0	%	5	2.1	%
Boeing 737-700	8	3.3	%	8	3.3	%
Boeing 737-800	93	38.0	%	79	32.9	%
Boeing 767-300ER	1	0.4	%	1	0.4	%
Boeing 777-200ER	1	0.4	%	1	0.4	%
Boeing 777-300ER	19	7.8	%	17	7.1	%
Boeing 787-9	1	0.4	%	—	0.0	%
Embraer E175	3	1.2	%	5	2.1	%
Embraer E190	19	7.8	%	21	8.7	%
ATR 42/72-600	3	1.2	%	19	7.8	%
Total	245	100.0	%	240	100.0	%

As of June 30, 2016 and through August 4, 2016, we had commitments to acquire a total of 377 new aircraft for delivery as follows:


Aircraft Type	2016	2017	2018	2019	2020	Thereafter	Total
Airbus A320/A321-200	3	1	—	—	—	—	4
Airbus A320/321neo (1)	1	14	17	27	26	55	140
Airbus A330-800/900neo	—	—	5	5	5	10	25
Airbus A350-900/1000	—	2	4	2	8	8	24
Boeing 737-800	3	9	—	—	—	—	12
Boeing 737-8/9 MAX	—	2	11	19	30	56	118
Boeing 777-300ER	3	2	—	—	—	—	5
Boeing 787-9/10	2	3	7	7	6	20	45
ATR 72-600 (2)	4	—	—	—	—	—	4
Total	16	33	44	60	75	149	377

(1)

Our Airbus A320/321neo aircraft orders include 30 long-range variants.

(2)

We have committed to sell all of our ATR aircraft on order.

Our lease placements are progressing in line with expectations. As of June 30, 2016 and through August 4, 2016, we have entered into contracts for the lease of new aircraft scheduled to be delivered as follows:


	Number of	Number
Delivery Year	Aircraft	Leased	% Leased
2016 (1)	16	14	87.5	%
2017	33	33	100.0	%
2018	44	38	86.4	%
2019	60	38	63.3	%
2020	75	15	20.0	%
Thereafter	149	4	2.7	%
Total	377	142

(1) Two unplaced ATR turboprop aircraft are expected to transfer to NAC upon delivery to us.

As of June 30, 2016, we had a non-binding commitment to acquire up to five A350-1000 aircraft. Deliveries of these aircraft are scheduled to commence in 2023 and continue through 2024.

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Aircraft industry and sources of revenues

Our revenues are principally derived from operating leases with scheduled and charter airlines. In each of the last three years, we derived more than 95% of our revenues from airlines domiciled outside of the U.S., and we anticipate that most of our revenues in the future will be generated from foreign customers.

Demand for air travel has consistently grown in terms of both passenger traffic and number of aircraft in service. According to the International Air Transport Association (“IATA”), global passenger traffic demand has grown 6.0% in the first five months of 2016 compared to the first five months of 2015. In 2015 and 2014, global passenger traffic demand grew 6.5% and 5.9% respectively, which was in line with the annual growth rate over the past 30 years. The number of aircraft in service has grown steadily and the number of leased aircraft in the global fleet has increased. The long-term outlook for aircraft demand remains robust due to increased passenger traffic and the need to replace aging aircraft.

The success of the commercial airline industry is linked to the strength of global economic development, which may be negatively impacted by macroeconomic conditions, geopolitical and policy risks. Nevertheless, across a variety of global economic conditions, the leasing industry has remained resilient over time. We remain optimistic about the long-term growth prospects for air transportation. We see a growing demand for aircraft leasing in the broader industry and a role for us in helping airlines modernize their fleets to support the growth of the airline industry. However, with the growth in aircraft leasing worldwide, we are witnessing an increase in competition among aircraft lessors.

Liquidity and Capital Resources

Overview

We finance the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and trading activity, and debt financings. We have structured ourselves to have an investment-grade credit profile and our debt financing strategy has focused on funding our business on an unsecured basis. Unsecured financing provides us with operational flexibility when selling or transitioning aircraft from one airline to another. In addition, we may, to a limited extent, utilize export credit financing in support of our new aircraft deliveries.

We ended the second quarter of 2016 with total debt outstanding, net of discounts and issuance costs, of $8.4 billion compared to $7.7 billion as of December 31, 2015. Our unsecured debt increased to $7.7 billion as of June 30, 2016 from $6.9 billion as of December 31, 2015. Our unsecured debt as a percentage of total debt increased to 91.2% as of June 30, 2016 from 88.4% as of December 31, 2015.

We increased our cash flows from operations by 25.5% or $102.7 million, to $504.8 million for the six months ended June 30, 2016 as compared to $402.1 million for the six months ended June 30, 2015. Our cash flows from operations increased primarily because of our increased net income. Our cash flow used in investing activities was $1.2 billion for the six months ended June 30, 2016, which resulted primarily from the purchase of aircraft partially offset by proceeds on the sale of aircraft. Our cash flow provided by financing activities was $697.1 million for the six months ended June 30, 2016, which resulted primarily from the net borrowings under our unsecured revolving facility and the proceeds from the issuance of $600.0 million in unsecured notes in April 2016.

We ended the second quarter of 2016 with available liquidity of $1.6 billion which is comprised of unrestricted cash of $172.7 million and undrawn balances under our unsecured revolving credit facility of $1.5 billion. We believe that we have sufficient liquidity to satisfy the operating requirements of our business through the next twelve months.

Our financing plan for the remainder of 2016 is focused on funding the purchase of aircraft and our business with available cash balances, internally generated funds, including aircraft sales and trading activities, and debt financings. Our debt financing plan is focused on continuing to raise unsecured debt in the global bank and investment grade capital markets. In addition, we may utilize, to a limited extent, export credit financing in support of our new aircraft deliveries.

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We are in compliance in all material respects with all covenants or other requirements in our debt agreements. 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. 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, 2015.

Debt

Our debt financing was comprised of the following at June 30, 2016 and December 31, 2015 (dollars in thousands):


	June 30, 2016			December 31, 2015
Unsecured
Senior notes	$	5,656,343		$	5,677,769
Revolving credit facility		1,658,000			720,000
Term financings		215,492			292,788
Convertible senior notes		200,000			200,000
Total unsecured debt financing		7,729,835			6,890,557
Secured
Term financings		689,601			477,231
Warehouse facility		—			372,423
Export credit financing		54,902			58,229
Total secured debt financing		744,503			907,883

Total debt financing		8,474,338			7,798,440
Less: Debt discounts and issuance costs		(83,872)			(86,019)
Debt financing, net of discounts and issuance costs	$	8,390,466		$	7,712,421
Selected interest rates and ratios:
Composite interest rate (1)		3.33	%		3.59	%
Composite interest rate on fixed-rate debt (1)		3.92	%		4.04	%
Percentage of total debt at fixed-rate		71.66	%		78.70	%

(1)

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

Senior unsecured notes

As of June 30, 2016, we had $5.7 billion in senior unsecured notes outstanding. As of December 31, 2015, we had $5.7 billion in senior unsecured notes outstanding.

On April 11, 2016, the Company issued $600.0 million in aggregate principal amount of senior unsecured notes due 2021 that bear interest at a rate of 3.375%.

Unsecured revolving credit facility

On May 27, 2016, we amended and extended our four-year unsecured revolving credit facility whereby we extended the maturity date from May 5, 2019 to May 5, 2020 and increased the total revolving commitments to approximately $3.1 billion from approximately $2.8 billion. The unsecured revolving credit facility remains priced at LIBOR plus 1.25% with a 0.25% facility fee, each subject to adjustments based on our credit ratings. Lenders hold revolving commitments totaling approximately $2.8 billion that mature on May 5, 2020, commitments totaling $290.0 million that mature on May 5, 2019, and commitments totaling $65.0 million that mature on May 5, 2018.

The total amount outstanding under our unsecured revolving credit facility was $1.7 billion and $720.0 million as of June 30, 2016 and December 31, 2015, respectively.

Unsecured term financings

In March 2016, we entered into a $100.0 million one-year unsecured term facility bearing interest at a rate of LIBOR plus 1.00%.

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The outstanding balance on our unsecured term facilities as of June 30, 2016 and December 31, 2015 was $215.5 million and $292.8 million, respectively.

Secured term financing

Credit ratings

The following table summarizes our current credit ratings:


	Long-term	Corporate		Date of Last
Rating Agency	Debt	Rating	Outlook	Ratings Action
Standard and Poor's	BBB−	BBB−	Positive Outlook	October 26, 2015
Kroll Bond Rating Agency	A−	A−	Stable Outlook	December 7, 2015

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 our financings.

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Results of Operations

The following table presents our historical operating results for the three and six month periods ended June 30, 2016 and 2015 (in thousands, except percentages and per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
	(unaudited)
Revenues
Rental of flight equipment	$	327,313		$	286,761		$	644,511		$	556,017
Aircraft sales, trading and other		22,826			17,941			48,956			27,000
Total revenues		350,139			304,702			693,467			583,017
Expenses
Interest		63,190			58,148			124,150			113,551
Amortization of debt discounts and issuance costs		7,388			7,681			14,549			15,363
Interest expense		70,578			65,829			138,699			128,914
Depreciation of flight equipment		112,136			98,402			220,711			189,414
Settlement		—			—			—			72,000
Selling, general and administrative		20,653			17,729			40,055			36,827
Stock-based compensation		4,501			4,578			7,740			7,724
Total expenses		207,868			186,538			407,205			434,879
Income before taxes		142,271			118,164			286,262			148,138
Income tax expense		(50,468)			(42,046)			(101,601)			(52,688)
Net income	$	91,803		$	76,118		$	184,661		$	95,450

Net income per share of Class A and B common stock
Basic	$	0.89		$	0.74		$	1.80		$	0.93
Diluted	$	0.84		$	0.70		$	1.69		$	0.89

Other financial data
Pre-tax profit margin		40.6	%		38.8	%		41.3	%		25.4	%
Adjusted net income before income taxes (1)	$	152,160		$	130,423		$	303,301		$	243,225
Adjusted margin (1)		43.7	%		42.8	%		44.1	%		41.7	%
Adjusted diluted earnings per share before income taxes (1)	$	1.39		$	1.19		$	2.77		$	2.22

(1)

Adjusted net income before income taxes (defined as net income excluding the effects of certain non-cash items, one-time or non-recurring items, such as settlement expense, net of recoveries, that are not expected to continue in the future and certain other items), adjusted margin (defined as adjusted net income before income taxes divided by total revenues, excluding insurance recoveries) and adjusted diluted earnings per share before income taxes (defined as adjusted net income before income taxes divided by the weighted average diluted common shares outstanding) are measures of operating performance that are not defined by GAAP and should not be considered as an alternative to net income, pre-tax profit margin, earnings per share, and diluted earnings per share, or any other performance measures derived in accordance with GAAP. Adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes, are presented as supplemental disclosure because management believes they provide useful information on our earnings from ongoing operations.

Management and our board of directors use adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes to assess our consolidated financial and operating performance. Management believes these measures are helpful in evaluating the operating performance of our ongoing operations and identifying trends in our performance, because they remove the effects of certain non-cash items, one-time or non-recurring items that are not expected to continue in the future and certain other items from our operating results. Adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes, however, should not be considered in isolation or as a substitute for analysis of our operating results or cash flows as reported under GAAP. Adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes do not reflect our cash expenditures or changes in or cash requirements for our working capital needs. In addition, our calculation of

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adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes may differ from the adjusted net income before income taxes, adjusted margin and adjusted diluted earnings per share before income taxes or analogous calculations of other companies in our industry, limiting their usefulness as a comparative measure.

The following tables show the reconciliation of net income to adjusted net income before income taxes and adjusted margin (in thousands, except percentages):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
	(unaudited)				(unaudited)
Reconciliation of net income to adjusted net income before income taxes:
Net income	$	91,803	$	76,118	$	184,661	$	95,450
Amortization of debt discounts and issuance costs		7,388		7,681		14,549		15,363
Stock-based compensation		4,501		4,578		7,740		7,724
Settlement		—		—		—		72,000
Insurance recovery on settlement		(2,000)		—		(5,250)		—
Provision for income taxes		50,468		42,046		101,601		52,688
Adjusted net income before income taxes	$	152,160	$	130,423	$	303,301	$	243,225
Adjusted margin (1)		43.7%		42.8%		44.1%		41.7%

(1)

Adjusted margin is adjusted net income before income taxes divided by total revenues, excluding insurance recoveries.

The following table shows the reconciliation of net income to adjusted diluted earnings per share before income taxes (in thousands, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
	(unaudited)				(unaudited)
Reconciliation of net income to adjusted diluted earnings per share before income taxes:
Net income	$	91,803	$	76,118	$	184,661	$	95,450
Amortization of debt discounts and issuance costs		7,388		7,681		14,549		15,363
Stock-based compensation		4,501		4,578		7,740		7,724
Settlement		—		—		—		72,000
Insurance recovery on settlement		(2,000)		—		(5,250)		—
Provision for income taxes		50,468		42,046		101,601		52,688
Adjusted net income before income taxes	$	152,160	$	130,423	$	303,301	$	243,225
Assumed conversion of convertible senior notes		1,455		1,446		2,909		2,877
Adjusted net income before income taxes plus assumed conversions	$	153,615	$	131,869	$	306,210	$	246,102
Weighted-average diluted shares outstanding		110,839,180		110,737,844		110,710,174		110,645,314
Adjusted diluted earnings per share before income taxes	$	1.39	$	1.19	$	2.77	$	2.22

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Three months ended June 30, 2016, compared to the three months ended June 30, 2015

Rental revenue

As of June 30, 2016, we owned 245 aircraft at a net book value of $11.7 billion and recorded $327.3 million in rental revenue for the quarter then ended, which included overhaul revenue of $1.9 million. In the prior year, as of June 30, 2015, we owned 223 aircraft at a net book value of $10.1 billion and recorded $286.8 million in rental revenue for the quarter ended June 30, 2015, which included overhaul revenue of $3.2 million. The increase in rental revenue was primarily attributable to the leasing of additional aircraft. Due to the timing of aircraft deliveries, the full impact on rental revenue will be reflected in subsequent periods.

Aircraft sales, trading and other

Aircraft sales, trading and other revenue totaled $22.8 million for the three months ended June 30, 2016 compared to $17.9 million for the three months ended June 30, 2015. During the quarter ended June 30, 2016, we recorded $16.7 million in gains from the sale of 10 aircraft from our operating lease portfolio. In addition, we received insurance proceeds of $2.0 million during the quarter ended June 30, 2016 in connection with the litigation settlement discussed in Note 11: Litigation, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. During the quarter ended June 30, 2015, we recorded $16.5 million in gains from the sale of 14 aircraft from our operating lease portfolio.

Interest expense

Interest expense totaled $70.6 million for the three months ended June 30, 2016 compared to $65.8 million for the three months ended June 30, 2015. The change was primarily due to an increase in our average outstanding debt balances partially offset by a decrease in our composite rate. We expect that our interest expense will increase as our average debt balance outstanding continues to increase. Interest expense will also be impacted by changes in our composite cost of funds.

Depreciation expense

We recorded $112.1 million in depreciation expense of flight equipment for the three months ended June 30, 2016 compared to $98.4 million for the three months ended June 30, 2015. The increase in depreciation expense for the three months ended June 30, 2016, compared to the three months ended June 30, 2015, is attributable to the acquisition of additional aircraft. The full impact on depreciation expense for aircraft acquired and sold during the period will be reflected in subsequent periods.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $20.7 million for the three months ended June 30, 2016 compared to $17.7 million for the three months ended June 30, 2015. Selling, general and administrative expense as a percentage of total revenue increased to 5.9% for the three months ended June 30, 2016 compared to 5.8% for the three months ended June 30, 2015. 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 revenue.

Taxes

The effective tax rate was 35.5% and 35.6% for the three months ended June 30, 2016 and 2015, respectively.

Net income

For the three months ended June 30, 2016, we reported consolidated net income of $91.8 million, or $0.84 per diluted share, compared to a consolidated net income of $76.1 million, or $0.70 per diluted share, for the three months ended June 30, 2015. The increase in net income for the second quarter of 2016 compared to the second quarter of 2015, was primarily attributable to the lease of additional aircraft.

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Adjusted net income before income taxes

For the three months ended June 30, 2016, we recorded adjusted net income before income taxes of $152.2 million, or $1.39 per adjusted diluted share before income taxes, compared to an adjusted net income before income taxes of $130.4 million, or $1.19 per adjusted diluted share before income taxes, for the three months ended June 30, 2015. The increase in adjusted net income before income taxes for the second quarter of 2016 compared to the second quarter of 2015, was primarily attributable to the lease of additional aircraft.

Adjusted net income before income taxes and adjusted diluted earnings per share before income taxes are measures of financial and operational performance that are not defined by GAAP. See Note 1 under the "Results of Operations" table above for a discussion of adjusted net income before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income.

Six months ended June 30, 2016, compared to the six months ended June 30, 2015

Rental revenue

As of June 30, 2016, we owned 245 aircraft at a net book value of $11.7 billion and recorded $644.5 million in rental revenue for the six months ended, which included overhaul revenue of $3.5 million. In the prior year, as of June 30, 2015, we owned 223 aircraft at a net book value of $10.1 billion and recorded $556.0 million in rental revenue for the six months ended June 30, 2015, which included overhaul revenue of $10.0 million. The increase in rental revenue was primarily attributable to the leasing of additional aircraft. Due to the timing of aircraft deliveries, the full impact on rental revenue will be reflected in subsequent periods.

Aircraft sales, trading and other

Aircraft sales, trading and other revenue totaled $49.0 million for the six months ended June 30, 2016 compared to $27.0 million for the six months ended June 30, 2015. During the six months ended June 30, 2016, we recorded $37.7 million in gains from the sale of 22 aircraft from our operating lease portfolio. In addition, we received insurance proceeds of $5.25 million during the six months ended June 30, 2016 in connection with the litigation settlement discussed in Note 11: Litigation, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. During the six months ended June 30, 2015, we recorded $24.0 million in gains from the sale of 16 aircraft from our operating lease portfolio.

Interest expense

Interest expense totaled $138.7 million for the six months ended June 30, 2016 compared to $128.9 million for the six months ended June 30, 2015. The change was primarily due to an increase in our average outstanding debt balances partially offset by a decrease in our composite rate. We expect that our interest expense will increase as our average debt balance outstanding continues to increase. Interest expense will also be impacted by changes in our composite cost of funds.

Depreciation expense

We recorded $220.7 million in depreciation expense of flight equipment for the six months ended June 30, 2016 compared to $189.4 million for the six months ended June 30, 2015. The increase in depreciation expense for the six months ended June 30, 2016, compared to the six months ended June 30, 2015, is attributable to the acquisition of additional aircraft. The full impact on depreciation expense for aircraft acquired and sold during the period will be reflected in subsequent periods.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $40.1 million for the six months ended June 30, 2016 compared to $36.8 million for the six months ended June 30, 2015. Selling, general and administrative expense as a percentage of total revenue decreased to 5.9% for the six months ended June 30, 2016 compared to 6.3% for the six months ended June 30, 2015. 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.

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Settlement expense

During the six months ended June 30, 2015, we recorded settlement expense of $72.0 million resulting from the Settlement Agreement entered into by and between us, certain of our executive officers and employees, AIG, ILFC, and AerCap Holdings N.V., to settle all ongoing litigation as set forth in Note 11: Litigation in the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Taxes

The effective tax rate was 35.5% and 35.6% for the six months ended June 30, 2016 and 2015, respectively.

Net income

For the six months ended June 30, 2016, we reported consolidated net income of $184.7 million, or $1.69 per diluted share, compared to a consolidated net income of $95.5 million, or $0.89 per diluted share, for the six months ended June 30, 2015. Net income and diluted earnings per share for the six months ended June 30, 2015 were negatively impacted by the litigation settlement discussed in Note 11: Litigation, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Adjusted net income before income taxes

For the six months ended June 30, 2016, we recorded adjusted net income before income taxes of $303.3 million, or $2.77 per adjusted diluted share before income taxes, compared to an adjusted net income before income taxes of $243.2 million, or $2.22 per adjusted diluted share before income taxes, for the six months ended June 30, 2015. The increase in adjusted net income before income taxes for the second quarter of 2016 compared to the second quarter of 2015, was primarily attributable to the lease of additional aircraft.

Contractual Obligations

Our contractual obligations as of June 30, 2016, are as follows (in thousands):


	2016		2017		2018		2019		2020		Thereafter		Total
Long-term debt obligations	$	135,130	$	1,411,971	$	1,479,697	$	1,132,364	$	2,022,247	$	2,292,929	$	8,474,338
Interest payments on debt outstanding (1)		148,149		250,572		206,723		158,777		107,939		145,001		1,017,161
Purchase commitments		1,302,047		2,646,313		3,794,325		4,599,513		5,892,274		10,993,085		29,227,557
Operating leases		1,289		2,619		2,926		3,232		3,111		9,750		22,927
Total	$	1,586,615	$	4,311,475	$	5,483,671	$	5,893,886	$	8,025,571	$	13,440,765	$	38,741,983

(1)

Future interest payments on floating rate debt are estimated using floating rates in effect at June 30, 2016.

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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, all of which are consolidated.

Critical Accounting Policies

Our 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, 2015. We have 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 six months ended June 30, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSUR ES 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 portion of our aircraft acquisitions from time to time. We had $2.4 billion and $1.7 billion in floating-rate debt outstanding on each of June 30, 2016 and December 31, 2015, respectively. If interest rates increase, we would be obligated to make higher interest payments to our lenders. As 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 will 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 $24.0 million and $16.6 million as of June 30, 2016 and December 31, 2015, respectively, on an annualized basis, which would put downward pressure on our operating margins. Further, as of June 30, 2016, 71.7% of our total debt incurred interest at a fixed rate.

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

We attempt 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 June 30, 2016 and December 31, 2015, 1.1% and 0.8%, respectively, of our lease revenues were denominated in Euros. As our principal currency is the U.S. dollar, changes in the U.S. dollar as compared to other major currencies should not have a significant impact on our future operating results.

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ITEM 4. CONTROLS AND PROCEDURE S

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 June 30, 2016. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at June 30, 2016.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATIO N

ITEM 1. LEGAL PROCEEDING S

From time to time, we may be involved in litigation and claims incidental to the conduct of our business in the ordinary course. Our industry is also subject to scrutiny by government regulators, which could result in enforcement proceedings or litigation related to regulatory compliance matters. We are not presently a party to any enforcement proceedings or litigation related to regulatory compliance matters or material legal proceedings. We maintain insurance policies in amounts and with the coverage and deductibles we believe are adequate, based on the nature and risks of our business, historical experience and industry standards.

ITEM 1A. RISK FACTOR S

Other than as set forth below, 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, 2015.

Economic conditions and regulatory changes leading up to and following the United Kingdom’s likely exit from the European Union could have an adverse effect on our business and results of operations.

Following a referendum in June 2016 in which voters in the United Kingdom, or U.K., approved an exit from the European Union, or E.U., it is expected that the U.K. government will initiate a process, often referred to as Brexit, to leave the E.U. and will begin negotiating the terms of the U.K.’s future relationship with the E.U. The effects of Brexit will likely depend on the agreements that the U.K. is able to make to retain access to E.U. markets, either during a transitional period or more permanently. We lease aircraft to airlines in the E.U., including the U.K. We and the aviation industry face uncertainty regarding the impact of Brexit. Adverse consequences, such as instability in financial markets, deterioration in economic conditions, volatility in currency exchange rates or adverse changes in regulation of the aviation industry or bilateral agreements governing air travel, could negatively affect our financial condition, cash flow and results of operations. These impacts may include increased costs of financing; downward pressure on demand for our aircraft and reduced market lease rates and lease margins; and a higher incidence, in the U.K. in particular and the E.U. generally, of lessee defaults or other events resulting in our lessees’ failing to perform under our lease agreements. Any of the above effects of Brexit, and others that we may not be able to anticipate, could negatively impact our financial condition, cash flow and results of operations.

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ITEM 2. UNREGISTERE D SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIE S

None

ITEM 4. MINE SAFETY DISCLOSURE S

None

ITEM 5. OTHER INFORMATIO N

None

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ITEM 6. EXHIBIT S

3.1		Restated Certificate of Incorporation of Air Lease Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on January 14, 2011 (File No. 333-171734)).

3.2		Third Amended and Restated Bylaws of Air Lease Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2016 (File No. 001-35121)).

10.1†		Form of Grant Notice (Time-Vesting) and Form of Restricted Stock Units Award Agreement (Time-Vesting) under the Air Lease Corporation 2014 Equity Incentive Plan, promotional Restricted Stock Units.

10.2		Severance Agreement, dated as of July 1, 2016, by and between Air Lease Corporation and Steven F. Udvar-Házy.

10.3		Severance Agreement, dated as of July 1, 2016, by and between Air Lease Corporation and John L. Plueger.

10.4		Description of Future Compensation Arrangement between Air Lease Corporation and Steven F. Udvar-Házy, Executive Chairman of the Board of Directors.

10.5		Second Amendment, dated as of May 27, 2016, to the Second Amendment and Restated Credit Agreement, dated as of May 5, 2014, among Air Lease Corporation, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 31, 2016 (File No. 001-35121)).

10.6		Extension Agreement, dated May 27, 2016, among Air Lease Corporation, the several banks and other financial institutions or entities from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Extension Agreement”) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 31, 2016 (File No. 001-35121)).

10.7††		Amendment No. 1 to A320 NEO Family Purchase Agreement, dated December 28, 2012, by and between Air Lease Corporation and Airbus S.A.S.

10.8 ††		Amendment No. 4 to A320 NEO Family Purchase Agreement, dated October 10, 2014, by and between Air Lease Corporation and Airbus S.A.S.

10.9††		Amendment No. 6 to A320 NEO Family Purchase Agreement, dated March 18, 2015, by and between Air Lease Corporation and Airbus S.A.S.

10.10††		Amendment No. 7 to A320 NEO Family Purchase Agreement, dated November 9, 2015, by and between Air Lease Corporation and Airbus S.A.S.

10.11††		Amendment No. 8 to A320 NEO Family Purchase Agreement, dated January 8, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.12††		Amendment No. 9 to A320 NEO Family Purchase Agreement, dated April 4, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.13††		Amendment No. 10 to A320 NEO Family Purchase Agreement, dated April 12, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.14††		Amendment No. 11 to A320 NEO Family Purchase Agreement, dated June 2, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.15††		Amendment No. 4 to A350 Family Purchase Agreement, dated April 14, 2016, by and between Air Lease Corporation and Airbus S.A.S.

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10.16††		Amendment No. 5 to A350 Family Purchase Agreement, dated May 25, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.17††		Amendment No. 1 to A330-900 NEO Purchase Agreement, dated May 31, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.18††		Supplemental Agreement No. 5 to Purchase Agreement No. PA-03791, dated May 17, 2016, by and between Air Lease Corporation and The Boeing Company

10.19††		Supplemental Agreement No. 4 to Purchase Agreement No. PA-03659, dated January 30, 2015, by and between Air Lease Corporation and The Boeing Company

10.20††		Supplemental Agreement No. 5 to Purchase Agreement No. PA-03659, dated August 17, 2015, by and between Air Lease Corporation and The Boeing Company

10.21††		Supplemental Agreement No. 6 to Purchase Agreement No. PA-03659, dated January 15, 2016, by and between Air Lease Corporation and The Boeing Company

10.22††		Letter Agreement to Purchase Agreement No. PA-03659, dated May 16, 2016, 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 Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

32.2		Certification of the Executive 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 (furnished herewith).

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.

† † 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.

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SIGNATURE S

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


August 4, 2016	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President
	(Principal Executive Officer)


August 4, 2016	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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INDEX TO EXHIBIT S

3.1		Restated Certificate of Incorporation of Air Lease Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on January 14, 2011 (File No. 333-171734)).

3.2		Third Amended and Restated Bylaws of Air Lease Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2016 (File No. 001-35121)).

10.1†		Form of Grant Notice (Time-Vesting) and Form of Restricted Stock Units Award Agreement (Time-Vesting) under the Air Lease Corporation 2014 Equity Incentive Plan, promotional Restricted Stock Units.

10.2		Severance Agreement, dated as of July 1, 2016, by and between Air Lease Corporation and Steven F. Udvar-Házy.

10.3		Severance Agreement, dated as of July 1, 2016, by and between Air Lease Corporation and John L. Plueger.

10.4		Description of Future Compensation Arrangement between Air Lease Corporation and Steven F. Udvar-Házy, Executive Chairman of the Board of Directors.

10.5		Second Amendment, dated as of May 27, 2016, to the Second Amendment and Restated Credit Agreement, dated as of May 5, 2014, among Air Lease Corporation, as Borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 31, 2016 (File No. 001-35121)).

10.6		Extension Agreement, dated May 27, 2016, among Air Lease Corporation, the several banks and other financial institutions or entities from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Extension Agreement”) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 31, 2016 (File No. 001-35121)).

10.7††		Amendment No. 1 to A320 NEO Family Purchase Agreement, dated December 28, 2012, by and between Air Lease Corporation and Airbus S.A.S.

10.8† †		Amendment No. 4 to A320 NEO Family Purchase Agreement, dated October 10, 2014, by and between Air Lease Corporation and Airbus S.A.S.

10.9† †		Amendment No. 6 to A320 NEO Family Purchase Agreement, dated March 18, 2015, by and between Air Lease Corporation and Airbus S.A.S.

10.10 † †		Amendment No. 7 to A320 NEO Family Purchase Agreement, dated November 9, 2015, by and between Air Lease Corporation and Airbus S.A.S.

10.11 † †		Amendment No. 8 to A320 NEO Family Purchase Agreement, dated January 8, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.12 † †		Amendment No. 9 to A320 NEO Family Purchase Agreement, dated April 4, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.13 † †		Amendment No. 10 to A320 NEO Family Purchase Agreement, dated April 12, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.14 † †		Amendment No. 11 to A320 NEO Family Purchase Agreement, dated June 2, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.15 † †		Amendment No. 4 to A350 Family Purchase Agreement, dated April 14, 2016, by and between Air Lease Corporation and Airbus S.A.S.

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10.16 † †		Amendment No. 5 to A350 Family Purchase Agreement, dated May 25, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.17† †		Amendment No. 1 to A330-900 NEO Purchase Agreement, dated May 31, 2016, by and between Air Lease Corporation and Airbus S.A.S.

10.18† †		Supplemental Agreement No. 5 to Purchase Agreement No. PA-03791, dated May 17, 2016, by and between Air Lease Corporation and The Boeing Company

10.19† †		Supplemental Agreement No. 4 to Purchase Agreement No. PA-03659, dated January 30, 2015, by and between Air Lease Corporation and The Boeing Company

10.20† †		Supplemental Agreement No. 5 to Purchase Agreement No. PA-03659, dated August 17, 2015, by and between Air Lease Corporation and The Boeing Company

10.21† †		Supplemental Agreement No. 6 to Purchase Agreement No. PA-03659, dated January 15, 2016, by and between Air Lease Corporation and The Boeing Company

10.22† †		Letter Agreement to Purchase Agreement No. PA-03659, dated May 16, 2016, 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 Chief Executive Officer and President Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

32.2		Certification of the Executive 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 (furnished herewith).

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.

†† 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.

Exhibit 10.1

Form of Award Agreement for

Promotional RSU

AIR LEASE CORPORATION

GRANT NOTICE FOR 2014 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNITS (TIME-VESTING)

FOR GOOD AND VALUABLE CONSIDERATION, Air Lease Corporation (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Air Lease Corporation 2014 Equity Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, and any Individual Agreement (as defined in the Plan) to which any Participant is a party, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s Class A common stock, par value $0.01 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan, the Standard Terms and Conditions and any Individual Agreement to which the Participant is a party. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:
Grant Date:
Number of restricted stock units subject to the Award:
Vesting Schedule:	100% of the restricted stock units subject to the Award shall vest on the third anniversary of the Grant Date.

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan, the Standard Terms and Conditions, and any Individual Agreement to which the Participant is a party.

AIR LEASE CORPORATION



		Participant Signature

By

Title:

AIR LEASE CORPORATION

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS (TIME-VESTING)

These Standard Terms and Conditions apply to the Award of restricted stock units granted pursuant to the Air Lease Corporation 2014 Equity Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMS OF RESTRICTED STOCK UNITS

Air Lease Corporation, a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, the Plan, and any Individual Agreement to which any Participant is a party, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions, the Plan, or any Individual Agreement, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice.

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Except as provided in Section 4, vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Internal Revenue Code).

4. TERMINATION OF EMPLOYMENT

Notwithstanding anything contained in these Standard Terms and Conditions to the contrary, upon the Participant’s Termination of Service for any reason other than termination (i) by the Company without Cause or termination by the Participant for “Good Reason,” or (ii) by reason of Participant’s death or Disability, any then unvested Restricted Stock Units (after taking into account any accelerated vesting under this Section 4, Section 15 of the Plan or any Individual Agreement, if applicable) held by the Participant shall be forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

In the event of Participant’s Termination of Service (i) by the Company without Cause or by the Participant for Good Reason or (ii) by reason of Participant’s death or Disability, all of the Restricted Stock Units subject to the Award shall immediately vest in full.

Any Restricted Stock Units that vest in accordance with this Section 4 shall be settled as soon as reasonably practicable following Termination of Service, and in all events no later than March 15 of the year following the year of Termination of Service (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code) and any other Restricted Stock Units that have not so vested shall be deemed forfeited and canceled as of the date of such Termination of Service (except as otherwise provided in any Individual Agreement).

For purposes of these Standard Terms and Conditions, “Good Reason” shall mean, unless otherwise consented to by the Participant,

(i) “Good Reason” as defined in any Individual Agreement;

(ii) the material reduction of the Participant’s authority, duties and responsibilities, or the assignment to the Participant of duties materially inconsistent with the Participant’s position or positions with the Company;

(iii) a reduction in the annual base salary of the Participant; or

(iv) the relocation of the Participant’s office to more than thirty-five (35) miles from the principal offices of the Company.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the Participant provides to the Company a notice of termination on account thereof (specifying a termination date not less than thirty (30) days and not more than sixty (60) days after the giving of such notice) no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Participant’s employment for Cause; and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date such notice of termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

5. CHANGE IN CONTROL

In the event of a Change in Control, the Award shall be governed by the applicable provisions of Section 15 of the Plan.

6. RIGHTS AS STOCKHOLDER

The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger.

7. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing

and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

8. INCOME TAXES

The Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Committee to satisfy applicable withholding tax obligations. The Company may, at its option, elect to withhold Common Stock issuable in connection with the vesting of the Restricted Stock Units in satisfaction of such withholding tax obligations, and the Participant hereby consents to such withholding. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of the Restricted Stock Units from any amounts payable by it to the Participant (including, without limitation, future cash wages).

9. NON-TRANSFERABILITY OF AWARD

The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of.

10. OTHER AGREEMENTS SUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded, except for the express terms of any Individual Agreement to which the Participant is a party.

11. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

12. RECOUPMENT

The Restricted Stock Units and the shares of Common Stock underlying the Restricted Stock Units shall be subject to any recoupment policies as may be adopted by the Company from time to time, including but not limited to for the purpose of complying with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and regulations thereunder promulgated by the Securities Exchange Commission.

13. GENERAL

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the

remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control. Any Individual Agreement to which the Participant is a party shall control, to the extent such agreement contains provisions governing the Award.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion.

14. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

EXHIBIT 10.10

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N°7

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 /10

AMENDMENT N°7 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N°7 (the “ Amendment N°7 ”) dated November 09 th 2015 is made

BETWEEN:

AIRBUS S.A.S. , a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond ‑Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the " Seller "),

and

AIR LEASE CORPORATION , a corporation organised and existing under the laws of the State of Delaware, U.S.A., having its principal place of business at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067, U.S.A. (the “ Buyer ”).

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

A. The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103377 on the 10 th May 2012 for the manufacture and sale by the Seller and purchase by the Buyer of thirty-six (36) firm A320 NEO Family aircraft hereinafter together with its Exhibits and Letter Agreements and as further amended from time to time referred to as the “ Purchase Agreement ”.

B. The Buyer and the Seller have signed an amendment N°1 to the Purchase Agreement on the 28 th December 2012 for the manufacture and sale by the Seller and purchase by the Buyer of fourteen (14) incremental A320 NEO Family aircraft referred to as “ Amendment N°1 ”.

C. The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on the 14 th July 2014 to (i) [ * ] and (ii) [*] referred to as “ Amendment N°2 ”.

D. The Buyer and the Seller have signed an amendment N°3 to the Purchase Agreement on 14 th July 2014 for the manufacture and sale by the Seller and purchase by the Buyer of sixty (60) incremental A320 NEO Family aircraft referred to as “ Amendment N°3 ”.

E. The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 th of October 2014 for [*] referred to as “ Amendment N°4 ”.

F. The Buyer and the Seller have signed an amendment N°5 to the Purchase Agreement on March 3 rd 2015 for the cancellation of sixty (60) Amendment 3 NEO Aircraft and for the manufacture and sale by the Seller and purchase by the Buyer of ninety (90) incremental A321 NEO Family aircraft referred to as “ Amendment N°5 ”.

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

Page 2 /10

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 th March 2015 to [*], referred to as “ Amendment N°6 ”.

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

H. The Parties now have decided to enter into an amendment N°7 (the “ Amendment N°7 ”) in order to [ * ].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°7. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

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

Page 3 /10

NOW IT IS HEREBY AGREED AS FOLLOWS:

0. NAME CHANGE

The Buyer acknowledges that International Aero Engines LLC was formerly known as Pratt and Whitney in the Agreement. Any reference to “Pratt and Whitney” in the Agreement should be read as “International Aero Engines, LLC” or “IAE,LLC”.

1. [*]

1.1 [ * ]

1 .2 [*]

1.3 [*]

1.4 [*]

1.5 In consideration of [*], the Parties hereby agree that the table in Clause 9.1 of the Agreement, as may have been amended from time to time, will be deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

For the avoidance of doubt, (i) [*] (ii) the Parties acknowledge that Aircraft bearing from CAC [*] to and including CAC ID [*] are identified as “ Amendment 5 NEO Aircraft ” in the Agreement.

1.6 [*]

2. [*]

It is hereby agreed that unless otherwise expressly amended herein, [*].

As a consequence of the signature of this Amendment N° 7, [*] .

3. [*]

[*]

4. INCONSISTENCY AND CONFIDENTIALITY

4.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°7, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

4.2 This Amendment N°7 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

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

Page 4 /10

4.3 This Amendment N°7 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

5. COUNTERPARTS

T his Amendment N°7 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

6. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°7 as if the same were set out in full herein, mutatis mutandis.

Page 5 /10

IN WITNESS WHEREOF this Amendment N°7 was entered into the day and year first above written.

For and on behalf of		For and on behalf of



AIR LEASE CORPORATION		AIRBUS S.A.S.



By:	/s/ Grant Levy	By:	/s/ Christophe Mourey

Its: Executive Vice President		Its: Senior Vice President Contracts

Page 6 /10

APPENDIX 1

CAC ID	Aircraft Rank	Delivery Date	Aircraft Type	Engine Type
[ * ]	[*]	[*] 2016	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]

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

Page 7 /10

CAC ID	Aircraft Rank		Delivery Date	Aircraft Type	Engine Type
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[ * ]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]	[*]		[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]

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

Page 8 /10

CAC ID	Aircraft Rank	Delivery Date	Aircraft Type	Engine Type
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[ * ]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]

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

Page 9 /10

CAC ID	Aircraft Rank	Delivery Date	Aircraft Type	Engine Type
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[ * ]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*] 2023	[*]	[*]

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

Page 10 /10

EXHIBIT 10.11

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°8

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 / 8

AMENDMENT N°8 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This Amendment N°8 (the “ Amendment N°8 ”) dated January 08 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

C. The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on the 14 th July 2014 to (i) [ * ] and (ii) [*] referred to as “ Amendment N°2 ”.

E. The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 th of October 2014 for [*] referred to as “ Amendment N°4 ”.

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

Page 2 / 8

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 th March 2015 to [*] referred to as “ Amendment N°6 ”.

H. The Buyer and the Seller have signed an amendment N°7 to the Purchase Agreement on November 09 th 2015 in order to [*] referred to as “ Amendment N°7 ”.

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

I. The Parties have now decided to enter into an amendment N°8 (the “ Amendment N°8 ”) in order to [ * ].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°8. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

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

Page 3 / 8

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

1.1 [*]

1.2 [ * ]

1.3 In consideration of [*], the Parties hereby agree that the table in Clause 9.1 of the Agreement, as may have been amended from time to time, will be deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

1.4 The Parties agree that Recital E to Amendment N°4 shall be hereby deleted in its entirety and replaced as follows:

[*]

1.5 The Parties agree that any reference to [*] in Amendment N°4 should be replaced by [*].

1.6 The Parties agree that paragraph 1 of Clause 1 to Amendment N°4 shall be hereby deleted in its entirety and replaced as follows:

[*]

2. INCONSISTENCY AND CONFIDENTIALITY

2.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°8, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

2.2 This Amendment N°8 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.

2.3 This Amendment N°8 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

3. COUNTERPARTS

T his Amendment N°8 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°8 as if the same were set out in full herein, mutatis mutandis.

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

Page 4 / 8

IN WITNESS WHEREOF this Amendment N°8 was entered into the day and year first above written.

For and on behalf of	For and on behalf of



AIR LEASE CORPORATION	AIRBUS S.A.S.



By: /s/ Grant Levy	By: /s/ Christophe Mourey

Its: Executive Vice President	Its: Senior Vice President Contracts

Page 5 / 8

APPENDIX 1

A320 NEO PA
CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	Engine Type
[*]	[*]	[*]	2016	[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]

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

Page 6 / 8

APPENDIX 1

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

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

Page 7 / 8

APPENDIX 1

[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[ 6 ]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]	2023	[*]	[*]

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

Page 8 / 8

EXHIBIT 10.12

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°9

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 / 8

AMENDMENT N°9 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This Amendment N°9 (the “ Amendment N°9 ”) dated 04 th April 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

C. The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on the 14 th July 2014 to (i) [ * ]and (ii) [*] referred to as “ Amendment N°2 ”.

E. The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 th of October 2014 for [*] referred to as “ Amendment N°4 ”.

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

Page 2 / 8

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 th March 2015 to (i) [*] and (ii) [ * ] referred to as “ Amendment N°6 ”.

H. The Buyer and the Seller have signed an amendment N°7 to the Purchase Agreement on November 09 th 2015 in order to [*] , referred to as “ Amendment N°7 ”.

I. The Parties have signed an amendment N°8 to the Purchase Agreement on 8 th January 2016 in order to [*] referred to as the “ Amendment N°8 ”.

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

J. The Parties have now decided to enter into an amendment N°9 (the “ Amendment N°9 ”) in order to [*].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°9. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

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

Page 3 / 8

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

1.1 With respect to the Aircraft bearing CAC ID [ 3 ] (the “ Amendment N°9 Aircraft ”), the Parties hereby agree that:

[*]

1.2 [*] the Parties hereby agree that the table in Clause 9.1 of the Agreement, as may have been amended from time to time, is deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

2. [*]

[*]

3. INCONSISTENCY AND CONFIDENTIALITY

3.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°9, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

3.2 This Amendment N°9 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

3.3 This Amendment N°9 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

4. COUNTERPARTS

T his Amendment N°9 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

5. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°9 as if the same were set out in full herein, mutatis mutandis.

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

Page 4 / 8

IN WITNESS WHEREOF this Amendment N°9 was entered into the day and year first above written.


For and on behalf of	For and on behalf of



AIR LEASE CORPORATION	AIRBUS S.A.S.



By: /s/ Grant Levy	By: /s/ Christophe Mourey

Its: Executive Vice President	Its: Senior Vice President Contracts

Page 5 / 8

APPENDIX 1


A320 NEO PA
CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	Engine Type
[ * ]	[*]	[*]	2016	[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]

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

Page 6 / 8

APPENDIX 1


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

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

Page 7 / 8

APPENDIX 1

[ 6 ]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]	2023	[*]	[*]

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

Page 8 / 8

EXHIBIT 10.13

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°10

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 / 8

AMENDMENT N°10 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This Amendment N°10 (the “ Amendment N°10 ”) dated 12 April 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

C. The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on the 14 th July 2014 to (i) [ * ] and (ii) [*] referred to as “ Amendment N°2 ”.

E. The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 th October 2014 for [*] referred to as “ Amendment N°4 ”.

F. The Buyer and the Seller have signed an amendment N°5 to the Purchase Agreement on 3 rd March 2015 for the cancellation of sixty (60) Amendment 3 NEO Aircraft and for the manufacture and sale by the Seller and purchase by the Buyer of ninety (90) incremental A321 NEO Family aircraft referred to as “ Amendment N°5 ”.

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

Page 2 / 8

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 th March 2015 to [*] referred to as “ Amendment N°6 ”.

H. The Buyer and the Seller have signed an amendment N°7 to the Purchase Agreement on 09 th November 2015 in order to [*] referred to as “ Amendment N°7 ”.

I. The Buyer and the Seller have signed an amendment N°8 to the Purchase Agreement on 08 th January 2016 in order to [*] referred to as “ Amendment N°8 ”.

J. The Buyer and the Seller have signed an amendment N°9 to the Purchase Agreement on 04 th April 2016 in order to [*] referred to as “ Amendment N°9 ”.

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

J. The Parties have now decided to enter into an amendment N°10 (the “ Amendment N°10 ”) in order to [ * ].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°10. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

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

Page 3 / 8

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

1.1 The Parties hereby agree that the [ * ] .

1.2 [*], the Parties hereby agree that the table in Clause 9.1 of the Agreement, as may have been amended from time to time, is hereby deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

1.3 [*]

1.4 [*]

2. INCONSISTENCY AND CONFIDENTIALITY

2.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°10, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

2.2 This Amendment N°10 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

2.3 This Amendment N°10 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

3. COUNTERPARTS

T his Amendment N°10 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°10 as if the same were set out in full herein, mutatis mutandis.

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

Page 4 / 8

IN WITNESS WHEREOF this Amendment N°10 was entered into the day and year first above written.

For and on behalf of	For and on behalf of



AIR LEASE CORPORATION	AIRBUS S.A.S.



By: /s/ Grant Levy	By: /s/ Christophe Mourey

Its: Executive Vice President	Its: Senior Vice President Contracts

Page 5 / 8

APPENDIX 1


A320 NEO PA
CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	Engine Type
[ * ]	[*]	[*]	2016	[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
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[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]

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

Page 6 / 8

APPENDIX 1


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

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

Page 7 / 8

APPENDIX 1


[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[ 6 ]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
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[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]	2023	[*]	[*]

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

Page 8 / 8

EXHIBIT 10.14

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°11

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 / 8

AMENDMENT N°11 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N°11 (the “ Amendment N°11 ”) dated 2 June 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

C. The Seller and the Buyer have signed an amendment N°2 to the Purchase Agreement on the 14 th July 2014 to (i) [ * ] and (ii) [*] referred to as “ Amendment N°2 ”.

E. The Buyer and the Seller have signed an amendment N°4 to the Purchase Agreement on 10 th October 2014 for [*] referred to as “ Amendment N°4 ”.

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

Page 2 / 8

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 th March 2015 to [*] referred to as “ Amendment N°6 ”.

H. The Buyer and the Seller have signed an amendment N°7 to the Purchase Agreement on 09 th November 2015 in order to [*] referred to as “ Amendment N°7 ”.

I. The Buyer and the Seller have signed an amendment N°8 to the Purchase Agreement on 08 th January 2016 in order to [*] referred to as “ Amendment N°8 ”.

J. The Buyer and the Seller have signed an amendment N°9 to the Purchase Agreement on 04 th April 2016 in order to [*] referred to as “ Amendment N°9 ”.

K. The Buyer and the Seller have signed an amendment N°10 to the Purchase Agreement on 12 April 2016 in order in order to [*] referred to as “ Amendment N°10 ”.

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

L. The Parties have now decided to enter into an amendment N°11 (the “ Amendment N°11 ”) in order to [*].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°11. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

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

Page 3 / 8

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

1.1 [*]

1.2 With respect to [*] Aircraft bearing CAC ID [*] , the Parties agree that, [*]:

(i) This Amendment N°11 shall be executed by both Parties on or before [*],

(ii) the CDF Date (as this term is defined in the Purchase Agreement) shall be achieved no later than [*], and

(iii) the following customization milestones shall be achieved in the below indicated timeframe:

[*]

1.3 [*], the Parties hereby agree that the table in Clause 9.1 of the Agreement, as may have been amended from time to time, is hereby deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

1.4 [*]

2. INCONSISTENCY AND CONFIDENTIALITY

2.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°11, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

2.2 This Amendment N°11 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

2.3 This Amendment N°11 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

3. COUNTERPARTS

T his Amendment N°11 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°11 as if the same were set out in full herein, mutatis mutandis.

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

Page 4 / 8

IN WITNESS WHEREOF this Amendment N°11 was entered into the day and year first above written.

For and on behalf of	For and on behalf of




AIR LEASE CORPORATION	AIRBUS S.A.S.




By: /s/ Grant Levy	By: /s/ Christophe Mourey

Its: Executive Vice President	Its: Senior Vice President Contracts

Page 5 / 8

APPENDIX 1


A320 NEO PA
CAC ID	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	Engine Type
[ * ]	[*]	[*]	2016	[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
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[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]

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

Page 6 / 8

APPENDIX 1


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

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

Page 7 / 8

APPENDIX 1


[*]	[*]	[*]		[*]	[*]
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[ 6 ]	[*]	[*]		[*]	[*]
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[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]		[*]	[*]
[*]	[*]	[*]	2023	[*]	[*]

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

Page 8 / 8

EXHIBIT 10.15

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°4

TO THE

A350 FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 /8

AMENDMENT N°4 TO THE

A350 FAMILY PURCHASE AGREEMENT

This amendment N°4 (the “ Amendment N°4 ) dated 14 April 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

A. The Buyer and the Seller have signed a purchase agreement with reference CLC-CT1103521 on the 1 st February 2013 for the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) firm A350 Family aircraft hereinafter together with its Exhibits and Letter Agreements referred to as the “ Purchase Agreement ”.

B. On 3 rd March 2015, the Buyer and the Seller entered into an Amendment N°1 to the Purchase Agreement to modify the terms and conditions with respect to certain A350XWB Family Aircraft.

C. On 3 rd March 2015, the Buyer and the Seller entered into an Amendment N°2 to the Purchase Agreement for the manufacture and sale by the Seller and purchase by the Buyer of one (1) incremental A350-900 Aircraft.

D. On 08 th September 2015, the Buyer and the Seller entered into an Amendment N°3 to the Purchase Agreement for (i) the manufacture and sale by the Seller and purchase by the Buyer of two (2) incremental A350-900 Aircraft and (ii) [*] .

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

E. [*] In this regard, the Buyer and the Seller wish to enter into this Amendment N°4 in order to (i) provide the terms under which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 Aircraft, and (ii) [*].

[*]

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

Page 2 /8

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°4. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. SALE AND PURCHASE

The Seller hereby agrees to sell, and the Buyer agrees to purchase from the Seller, one (1) incremental A350-900 Aircraft (referred to as the “ Amendment N°4 Aircraft ”) which sale and purchase will be subject to the [*].

2. DELIVERY SCHEDULE

2.1 [*] the Seller will have the Amendment N°4 Aircraft Ready for Delivery at the Delivery Location in [ * ] .

2.2 [*]

2.3 The table in Clause 9.1.1 of the Purchase Agreement, as may have been amended from time to time, is hereby deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

2.4 [*]

3. PRICING TERMS [*]

3.1 The pricing conditions [*] shall apply to the Amendment N°4 Aircraft.

3.2. [*]

For the avoidance of doubt, the [*] shall be applicable to the Amendment N°4 Aircraft.

3.3 [*] .

4. SUPPORT/ TRAINING MATTERS

4 .1 Following the sale by the Seller and the purchase by the Buyer of Amendment N°4 Aircraft, the Buyer and the Seller hereby agree that Appendix A to Clause 15 of the Purchase Agreement, as may have been amended from time to time, shall be deleted in its entirety and replaced as follows:

QUOTE

SELLER REPRESENTATIVE ALLOCATION

The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is defined hereunder.

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

Page 3 /8

1 The Seller will provide to the Buyer Seller Representative services at the Buyer's main base or at other locations to be mutually agreed for the fleet of twenty-nine (29) Aircraft will be [*] man-months in aggregate . This allocation will be further assigned by the Buyer on a prorata basis to each of the Buyer’s Operators. [*]

2 For the sake of clarification, such Seller Representatives’ services will include [*].

3 The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, [*] Seller Representatives.

UNQUOTE

4.2 Following the sale by the Seller and the purchase by the Buyer of Amendment N°4 Aircraft, the Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement, as may have been amended from time to time, shall be deleted in its entirety and replaced as follows:

QUOTE

TRAINING ALLOWANCE

For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of twenty-nine (29) Aircraft firmly ordered, unless otherwise specified. [ * ]

The contractual training courses defined in this Appendix A will be provided up to [*] .

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A will be provided by the Seller within a period starting [*].

Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.

1 FLIGHT OPERATIONS TRAINING

1.1 Flight Crew Training (standard transition course)

The Seller will provide flight crew training (standard transition course) [*] for [*] of the Buyer's flight crews per firmly ordered Aircraft.

1.2 Extended Range For Twin Engine Aircraft Operations (ETOPS) Training

The Seller will provide [*] ETOPS training for [*] flight crews per firmly ordered Aircraft.

1.3 Flight Crew Line Initial Operating Experience

The Seller will provide to the Buyer pilot Instructor(s) [*] for a period of [*] pilot Instructor months in total for the fleet of twenty-nine (29) Aircraft. This

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

Page 4 /8

allocation will be further assigned by the Buyer on a prorata basis to each Operator.

Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of pilot Instructors present at any one time will be limited to [*].

1.4 Type Specific Cabin Crew Training Course

The Seller will provide to the Buyer [*] type specific training for cabin crews for [*] in total for the fleet of twenty-nine (29) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.

1.5 Airbus Pilot Instructor Course (APIC)

The Seller will provide to the Buyer transition Airbus Pilot Instructor Course(s) (APIC), for flight and synthetic instruction, [*] for [*] of the Buyer’s flight instructors in total for the fleet of twenty-nine (29) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators. APIC courses will be performed in groups of two (2) trainees.

2 PERFORMANCE / OPERATIONS COURSE(S)

The Seller will provide to the Buyer [*] trainee days of performance / operations training [*] for the Buyer's personnel in total for the fleet of twenty-nine (29) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.

3 MAINTENANCE TRAINING

3.1 The Seller will provide to the Buyer [*] trainee days of maintenance training [*] for the Buyer's personnel in total for the fleet of twenty-nine (29) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.

3.2 The Seller will provide to the Buyer [*]in total for the fleet of twenty-nine (29) Aircraft. This allocation will be further assigned by the Buyer on a prorata basis to each of the Initial Operators.

4 TRAINEE DAYS ACCOUNTING

Trainee days are counted as follows:

4.1 For instruction at the Seller's Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.

4.2 For instruction outside of the Seller's Training Centers: one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of twelve (12) trainee days, except for structure maintenance training course(s).

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

Page 5 /8

4.3 For structure maintenance training courses outside the Seller’s Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.

4.4 For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of six (6) trainee days.

UNQUOTE

5. [ * ]

[*]

6. [*]

[*]

7. INCONSISTENCY AND CONFIDENTIALITY

7.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°4, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

7.2 This Amendment N°4 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

7.3 This Amendment N°4 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

8. COUNTERPARTS

T his Amendment N°4 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

9. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°4 as if the same were set out in full herein, mutatis mutandis.

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

Page 6 /8

IN WITNESS WHEREOF this Amendment N°4 was entered into the day and year first above written.


For and on behalf of		For and on behalf of



AIR LEASE CORPORATION		AIRBUS S.A.S.



By:	/s Steven F. Udvar-Hazy	By:	/s/ Christophe Mourey

Its:	Chairman and CEO	Its:	Senior Vice President Contracts

Page 7 /8

Aircraft	CAC ID	Delivery Month		Aircraft Type
[*]	[*]	[*]	2017	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	2024	[*]

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

Page 8 /8

EXHIBIT 10.16

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°5

TO THE

A350 FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 /5

AMENDMENT N°5 TO THE

A350 FAMILY PURCHASE AGREEMENT

This amendment N°5 (the “ Amendment N°5 ) dated 25 May 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

B. On 3 rd March 2015, the Buyer and the Seller entered into an Amendment N°1 to the Purchase Agreement to modify the terms and conditions with respect to certain A350XWB Family Aircraft.

E. On 14 th April 2016, t he Buyer and the Seller entered into an Amendment N°4 to the Purchase Agreement for (i) the manufacture and sale by the Seller and purchase by the Buyer of one (1) incremental A350-900 Aircraft and (ii) [ * ].

The Purchase Agreement as amended and supplemented pursuant to the foregoing shall be referred to as the “ Agreement ”.

F. T he Buyer and the Seller now wish to enter into this Amendment N°5 in order to [*].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°5. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

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

Page 2 /5

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

1.1 The Seller hereby agrees to [ * ] .

1.2 The table in Clause 9.1.1 of the Purchase Agreement, as may have been amended from time to time, is hereby deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

1.3 [*]

2. [*]

[*]

3. INCONSISTENCY AND CONFIDENTIALITY

3.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°5, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

3.2 This Amendment N°5 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

3.3 This Amendment N°5 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

4. COUNTERPARTS

T his Amendment N°5 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

5. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°5 as if the same were set out in full herein, mutatis mutandis.

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

Page 3 /5

IN WITNESS WHEREOF this Amendment N°5 was entered into the day and year first above written.

For and on behalf of		For and on behalf of



AIR LEASE CORPORATION		AIRBUS S.A.S.



By:	/s/ Grant Levy	By:	/s/ Christophe Mourey

Its:	Executive Vice President	Its:	Senior Vice President Contracts

Page 4 /5

Aircraft	CAC ID	Scheduled Delivery Month		Aircraft Type
[ * ]	[*]	[*]	2017	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	2024	[*]

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

Page 5 /5

EXHIBIT 10.17

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N°1

TO THE

A330-900neo

PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 /4

AMENDMENT N°1 TO THE

A330-900neo PURCHASE AGREEMENT

This amendment N°1 (the “ Amendment N°1 ”) dated 31 st May 2016 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

A. The Buyer and the Seller have signed on 3 rd March 2015 a purchase agreement with reference CT-CLC1405166 for the manufacture and sale by the Seller and purchase by the Buyer of twenty-five (25) A330-900neo aircraft hereinafter together with its Exhibits and Letter Agreements and as further amended from time to time referred to as the “ Agreement ”.

B. As part of the purchase by the Buyer from the Seller of the twenty-five (25) Airbus A330-900neo aircraft, the Seller agreed [ * ].

C. Now, the Buyer has agreed to [*]. The Parties have agreed to enter into this Amendment N°1 in order to reflect such changes.

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°1. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.

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

Page 2 /4

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

[*]

2. [ * ]

[*]

3. [*]

[*]

4. [*]

5. With respect to each Aircraft which is not delivered to the Buyer following a termination by the Seller of the Agreement [*], in addition to all other rights and remedies available to the Seller under the Agreement or at law, all of which are expressly reserved, the Buyer will [*] .

6. INCONSISTENCY AND CONFIDENTIALITY

6.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°1, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

6.2 This Amendment N°1 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties .

6.3 This Amendment N°1 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

7. COUNTERPARTS

T his Amendment N°1 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

8. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°1 as if the same were set out in full herein, mutatis mutandis.

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

Page 3 /4

IN WITNESS WHEREOF this Amendment N°1 was entered into the day and year first above written.

For and on behalf of		For and on behalf of


AIR LEASE CORPORATION		AIRBUS S.A.S.





/s/ John D. Poerschke		/s/ Christophe Mourey

Name John D. Poerschke		Name Christophe Mourey


Title Senior Vice President		Title Senior Vice President Contracts

Page 4 /4

EXHIBIT 10.18

Confidential Treatment
Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 5

Purchase Agreement No. 03791

Between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of May 17, 2016 (Supplemental Agreement No. 5) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).

All terms used but not defined in this Supplemental Agreement No. 5 have the same meaning as in the Purchase Agreement.

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

WHEREAS, Boeing and Customer agree to (i) amend the Purchase Agreement to document Customer's purchase of three (3) firm 737-8 Aircraft (2015 base year) (Incremental Aircraft) for delivery in the Nominal Delivery Months of [ * ] and (ii) designate the Incremental Aircraft as a Block D Aircraft (Block D Aircraft);

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for one (1) Block D Aircraft scheduled to deliver in [*]. [*];

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for two (2) Block A Aircraft scheduled to deliver in [*].

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

BOEING PROPRIETARY

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [ * ] and identify [*] as the lessee for this Accelerated Aircraft. [*]; and

WHEREAS, [*].

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

1. TABLE OF CONTENTS .

The Table of Contents is deleted in its entirety, replaced by a new Table of Contents provided hereto as Enclosure 1 and incorporated into the Purchase Agreement by this reference. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 5.

2. TABLES .

a. Table 1A is deleted in its entirety, replaced by a revised Table 1A provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference

b. Table 1C is deleted in its entirety, replaced by a revised Table 1C provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.

c. New Table 1D is added to the Purchase Agreement, provided hereto as Enclosure 4 and incorporated into the Purchase Agreement by this reference.

3. LETTER AGREEMENTS .

a. Letter Agreement HAZ-PA-03791 -LA-1208078R2 titled Advance Payment Matters is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208078R3 provided hereto as Enclosure 5 and incorporated into the Purchase Agreement by this reference. This revised Letter Agreement adds the advance payment schedule for the Block D Aircraft.

b. Letter Agreement HAZ-PA-03791-LA-1208083R1 titled [*] is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208083R2 provided hereto as Enclosure 6 and incorporated into the Purchase Agreement by this reference. This revised Letter Agreement revises Attachment B to include [*].

c. Letter Agreement HAZ-PA-03791-LA-1208090R1 titled Special Matters is deleted in its entirety, replaced with a revised HAZ-PA-03791-LA-1208090R2

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

BOEING PROPRIETARY

provided hereto as Enclosure 7 and incorporated into the Purchase Agreement by this reference. This revised Letter Agreement [ * ] .

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/ James E. Carpenter	By:	/s/ Grant Levy

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

Attachments

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

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


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

TABLE
1A	737-8 Block A Aircraft Information Table (2011 base)	SA-5
1B	737-9 Block B Aircraft Information Table (2011 base)	SA-4
1C	737-8 Block C Aircraft Information Table (2014 base)	SA-5
1D	737-8 Block D Aircraft Information Table (2015 base)	SA-5

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 R3	Advance Payment Matters	SA-5
LA-1208079	[*]
	Attachment A	SA-4
LA-1208080	Assignment of Customer's Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083 R2	[*]	SA-5
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software
LA-1208087R1	Open Matters for 737-8 and 737-9 Aircraft	SA-4
LA-1208088	Performance Matters
LA 1208089R1	[*]	SA-4
LA-1208090 R2	Special Matters	SA-5
LA-1208091	AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092	[*]
LA-1208958	[*]
LA - 1208963	[*]	SA-4

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

BOEING PROPRIETARY

Enclosure 1


LA-1209052	[ * ]
LA - 1300032	[*]	SA-4
LA 1400773	[*]	SA-4
LA-1 4 01 4 89	[*]	SA-4

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

BOEING PROPRIETARY

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 base) Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-8	181200 Pounds	Detail Specification:	D019A007-B
				(5/18/2012)
Engine Model/Thrust:	CFM-LEAP-	0 pounds	Airframe Price Base Year/Escalation	[*]	[*]
	1B		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 Pruchased Equipment (SPE) Estimate:		[*]
Refundable Deposit/Aircraft at Proposal Accept:

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	[*]	[*]	[*]	[*]
[*]-2018	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	60388	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2019			[ * ]			[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 1 of 6

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 base) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 2 of 6

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 bse) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[ * ]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	3	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[ * ]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 3 of 6

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 bse) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	3	[*]	[*]	— — —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 4 of 6

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 bse) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[ * ]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	3	[*]	[*]	— — —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	3	[*]	[*]	— — —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	3	[*]	[*]	— — —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 5 of 6

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 bse) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[ * ]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	— —		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 6 of 6

Enclosure 2

Table 1A
To Purchase Agreement No. PA-03791
737-8 Block A (2011 bse) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	—		[*]	[*]	[*]	[*]	[*]
[ * ]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2022			[*]			[*]	[*]	[*]	[*]	[*]
Total:	82

[*]

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

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

BOEING PROPRIETARY

Page 7 of 6

Enclosure 3

Table 1C
To Purchase Agreement No. PA-03791
737-8 Block C (2014 Base) Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	737-8	181,200 Pounds	Detail Specification:	D019A008-J
				(1/16/2015)
Engine Model/Thrust:	CFMLEAP-	25,000 pounds	Airframe Price Base Year/Escalation	[*]	[*]
	1B25		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:		[*]

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P

[*]- 2019	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[ * ]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

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


	BOEING PROPRIETARY	Page 1 of 2

Enclosure 3

Table 1C
To Purchase Agreement No. PA-03791
737-8 Block C (2014 Base) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[ * ]			[*]			[*]	[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 2 of 2

Enclosure 3

Table 1C
To Purchase Agreement No. PA-03791
737-8 Block C (2014 Base) Aircraft Delivery, Description, Price and Advance Payments

Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[ * ]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2022			[*]			[*]	[*]	[*]	[*]	[*]
Total:	8

[*]

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

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

BOEING PROPRIETARY

Page 3 of 2

Enclosure 4

Table 1D
To Purchase Agreement No. PA-03791
737-8 Block D (2015 Base) Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	737-8	181,200 Pounds	Detail Specification:	D019A008-L (10/5/2015)
Engine Model/Thrust:	CFMLEAP-	25,000 pounds	Airframe Price Base Year/Escalation	[*]	[*]
	1B25		Formula:
Airframe Price:		[ * ]	Engine Price Base Year/Escalation Formula:	N/A	N/A
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:		[*]

Delivery Date	Numberof Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Numberof Aircraft	Manufacturer Serial No.	Escalation Factor (Airframe)	Lessee	P.A. Exhibit A	Escalation Estimate Adv Payment Base Price Per A/P
[*]-2018	1	[*]	[*]	[*]	[*]		[*]	[*]	[*]	[*]
[*]	1	[*]	[*]		[*]		[*]	[*]	[*]	[*]
[*]			[*]		[*]		[*]	[*]	[*]	[*]
[*]			[*]		[*]		[*]	[*]	[*]	[*]
[*]	1	[*]	[*]		[*]		[*]	[*]	[*]	[*]
[*]			[*]		[*]		[*]	[*]	[*]	[*]
[*]-2021			[*]		[*]		[*]	[*]	[*]	[*]
Total:	3

[*]

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

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

BOEING PROPRIETARY

Page 1

Enclosure 5

HAZ-PA-03791-LA-1208078R3

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 ) Boeing Company ( Boeing ) and Air Lease Corporation relating to Model 737-8 and 737-9 aircraft ( Aircraft ) between The ( Customer )

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

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

1. Deferred Advance Payment Schedule .

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


[ * ]	[*]	[*]	[*]
[*]	[*]	—	—
[*]	[*]	[*]	[*]
[*]	[*]	—	—
[*]	[*]	—	—
[*]	[*]	—	—
[*]	—	[*]	—
[*]	—	[*]	—
[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]

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

BOEING PROPRIETARY

Page 1

Enclosure 5

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

1.2 [*]

2. [ * ]

3. [*]

4. [*]

5. Assignment .

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

6. Confidential Treatment .

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

Very truly yours,

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

BOEING PROPRIETARY

Attachment B Page 2

Enclosure 5

THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	May 17, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

BOEING PROPRIETARY

Attachment B Page 3

Enclosure 6

HAZ-PA-03791 -LA-1208083R2

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.

BOEING PROPRIETARY

Page 1

Enclosure 6

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/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	May 17, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

BOEING PROPRIETARY

Attachment B Page 2

Enclosure 6

Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R2

[ * ]

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

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

BOEING PROPRIETARY

Attachment A Page 1

Enclosure 6

Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R2

[ ] []:	[*]

[*]:	[*]

[*]

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

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

BOEING PROPRIETARY

Attachment B Page 1

Enclosure 6

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

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

BOEING PROPRIETARY

Attachment B Page 2

Enclosure 6

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

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

BOEING PROPRIETARY

Attachment B Page 3

Enclosure 7

HAZ-PA-03791-LA-1208090R2

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Special 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. Credit Memoranda . In consideration of Customer's purchase of the Aircraft, at the time of delivery of each such 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 minor model [*].

Basic Credit Memorandum
		Model Type
Aircraft Block	[*]	737-8 Aircraft	737-9 Aircraft	737-9 [*]
Block A	[*]	[*]	[*]	[*]
Block B	[*]	[*]	[*]	[*]
Block C	[*]	[*]	-	-
Block D	[*]	[*]	-	-

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

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

BOEING PROPRIETARY

Page 1

Enclosure 7

amount shown in the table immediately below for 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.

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

1.3 [ * ]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

1.9 [*]

1.10 [*]

1.11 [*]

1.12 [*]

1.13 [*]

2. Escalation of Credit Memoranda . Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] will be escalated from the base year indicated to the scheduled month of the respective Aircraft or 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).

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

BOEING PROPRIETARY

Page 2

Enclosure 7

3. Assignment .

Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer's taking title to the Aircraft and 737-9 [*] at time of delivery and leasing the Aircraft and 737-9 [*]. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

4. Confidentiality .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 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.

BOEING PROPRIETARY

Page 3

Enclosure 7

Very truly yours,

THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	June 21, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

BOEING PROPRIETARY

Page 4

EXHIBIT 10.19

Confidential Treatment
Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 4

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of January 30, 2015 ( Supplemental Agreement No. 4 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 4 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 and Model 787-10 aircraft;

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [ * ].

[*]

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify as the lessee for one (1) [*] Aircraft scheduled to deliver in June 2016 bearing serial number and one (1) [*] Aircraft scheduled to deliver in [*] bearing serial number [*].

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for one (1) [*] Aircraft scheduled to deliver in [*] bearing serial number [*].

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

BOEING PROPRIETARY

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, provided as Enclosure 1 to this Supplemental Agreement No. 4, which reflects the revisions set forth in this Supplemental Agreement No. 4.

2. TABLE 1 .

a. Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines , provided as Enclosure 2 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement. [*]

b. Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines , provided as Enclosure 3 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement. [*]

c. 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 is deleted in its entirety and replaced by 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 , provided as Enclosure 4 to this Supplemental Agreement No. 4 and hereby incorporated into the Purchase Agreement. [*]

d. Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines , provided as Enclosure 5 to this Supplemental Agreement No. 4 and 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.

BOEING PROPRIETARY

3. SUPPLEMENTAL EXHIBITS

a. 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 6 to this Supplemental Agreement No. 4, which reflects the acceleration of the Accelerated Aircraft;

4. LETTER AGREEMENTS .

a. Letter Agreement LA-1104720R1, Advance Payment Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R2, Advance Payment Matters , provided as Enclosure 7 to this Supplemental Agreement No. 4, [*].

b. Letter Agreement LA-1104730R1, Model 787 Open Configuration Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104730R2, Model 787 Open Configuration Matters , provided as Enclosure 8 to this Supplemental Agreement No. 4, [*].

5. Expiration.

a. Unless expressly withdrawn, this Supplemental Agreement No. 4 will expire on January 30, 2015, if not executed by such date.

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/ Jon Lewis	BY:	/s/ Grant Levy

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

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

BOEING PROPRIETARY

iii

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

BOEING PROPRIETARY

PA Page 1

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

IA.	787-9 Block A Aircraft Information Table	SA-4
IB.	787-9 Block B Aircraft Information Table	SA-4
IC.	787-10 Block A Aircraft Information Table	SA-3

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-4
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-1104716R1	[*]	SA-2
LA-1104717R1	Demonstration Flight Waiver	SA-2
LA-1104718R1	[*]	SA-2
LA-1104719R1	Other Matters	SA-2
LA-1104720R2	Advance Payment Matters	SA-4
LA-1104721R1	[*]	SA-2

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

BOEING PROPRIETARY

PA Page 2

Enclosure 1


LA-1104722R1	Assignment of Customer’s Interest to a Subsidiary or Affiliate	SA-2
LA-1104724	e-Enabling Software Matters
LA-1104725R1	[*]	SA-2
LA-1104726R1	Special Matters relating to COTS Software and End User License Agreements	SA-2
LA-1104727R2	AGTA Matters	SA-2
LA-1104728R1	Leasing Matters for 787 Aircraft	SA-2
LA-1104729R1	Liquidated Damages - Non-Excusable Delay	SA-2
LA -1104730R2	Open Configuration Matters	SA-4
LA-1104731R1	Performance Guarantees-787-9 Block A Aircraft	SA-2
LA-1104733R1	Special Terms - Seats and In-flight Entertainment	SA-2
LA-1104734R1	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.

BOEING PROPRIETARY

PA Page 3

Enclosure 2

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Airframe Model/MTOW:	787-9	545,000 pounds	Detail Specification:	787B1 ‑4102 ‑D (4/27/2011)

Engine Model/Thrust:	GENX ‑1B74/75	74,100 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2016	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[]-2019	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]

Total:	4

[*]

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

Boeing Proprietary

Page 1

Enclosure 3

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000J Engines


Airframe Model/MTOW:	787 ‑9	545,000 pounds	Detail Specification:	787B1 ‑4102 ‑D (4/27/2011)

Engine Model/Thrust:	TRENT1000 ‑J	73,800 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2016	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[]-2019	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
Total:	4

[*]

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

Boeing Proprietary

Page 2

Enclosure 4

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines


Airframe Model/MTOW:	787 ‑9	553,000 pounds	Detail Specification:	787B1-4102-J (5/17/2013)

Engine Model/Thrust:	GENX ‑1B74/75	74,100 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2016	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.

Boeing Proprietary

Page 1

Enclosure 5

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000J Engines


Airframe Model/MTOW:	787 ‑9	553,000 pounds	Detail Specification:	787B1 ‑4102 ‑J (5/17/2013)

Engine Model/Thrust:	Trent1000J	74,400 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2016	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.

Boeing Proprietary

Page 2

Enclosure 6

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit BFE1

to Purchase Agreement Number 03659

BOEING PROPRIETARY

BFE1 Page 1

Enclosure 6

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		[*]

Identification of the suppliers and model/parts for the above items for the Accelerated Aircraft (as defined in letter agreement HAZ-PA-03659-LA-1104730), are subject to the terms set forth in Article 2.3 of letter agreement HAZ-PA-03659-LA-1104730. Notwithstanding the above table, such suppliers and model/parts for the [*] shall be identified by [*].

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

BOEING PROPRIETARY

BFE1 Page 2

Enclosure 6

2. On-dock Dates and Other Information .

On or before February 2015, 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 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.

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		[*]

* Customer and Boeing will mutually agree upon a firm date for the ITCM for the [*].

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

BOEING PROPRIETARY

BFE1 Page 3

Enclosure 6

** Will be determined at the ITCM for the respective Code 1 Introduction Aircraft.

BOEING PROPRIETARY

BFE1 Page 4

Enclosure 6

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

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

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

BOEING PROPRIETARY

BFE1 Page 5

Enclosure 6

2. 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

BOEING PROPRIETARY

BFE1 Page 6

Enclosure 7

WORD_BLACKSMALLLOGO

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

HAZ-PA-03659-LA-1104720R2

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Advance Payment 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-1104720R1 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.

BOEING PROPRIETARY

LA Page 1

Enclosure 7

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.

BOEING PROPRIETARY

LA Page 2

Enclosure 7

1.5 [*]

2. [*]

3. [*]

4. [*]

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 .

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

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.

BOEING PROPRIETARY

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Enclosure 7

Very truly yours,

THE BOEING COMPANY




By	/s/ Jon Lewis

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		January 30, 2015

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

BOEING PROPRIETARY

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Enclosure 8

WORD_BLACKSMALLLOGO

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

HAZ-PA-03659-LA-1104730R2

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Model 787 Open Configuration Matters

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104730R1 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.

BOEING PROPRIETARY

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Enclosure 8

2.2.1 Subject to the provisions of Article 2.2.2, 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 2.2.2 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.

BOEING PROPRIETARY

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Enclosure 8

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.

2.3 [*]

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:

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

BOEING PROPRIETARY

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Enclosure 8

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 ). [*]

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.

[Signature page follows.]

[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.

BOEING PROPRIETARY

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Enclosure 8

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 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/ Jon Lewis

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		January 30, 2015

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

BOEING PROPRIETARY

LA Page 5

Exhibit 10.2

SEVERANCE AGREEMENT

SEVERANCE AGREEMENT dated as of July 1, 2016 (the “ Effective Date ”) (the “ Severance Agreement ”), by and between Air Lease Corporation, a Delaware corporation with its principal place of business at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067 (the “ Company ”), and Steven F. Udvar-Házy (the “ Executive ”).

WHEREAS the Company and the Executive were party to an Employment Agreement which expired by its terms on June 30, 2016;

WHEREAS the Company and the Executive wish to extend the severance protections set forth in the Employment Agreement, on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows:

1. Term . Subject to the provisions of Sections 3 and 4 of this Severance Agreement, the term of this Severance Agreement shall commence as of the Effective Date and end on the third anniversary of the Effective Date (the “ Term ”) ; provided , however , the Term shall be automatically extended for an additional one-year period commencing with the third anniversary of the Effective Date and, thereafter, on each such successive anniversary of the Effective Date thereafter (each an “ Extension Date ”), unless the Company or Executive provides the other party hereto at least 90 days prior written notice before the next Extension Date that the Term shall not be so extended.

2. At-Will Employment . The Company and the Executive acknowledge that the Executive’s employment will be at-will.

3. Termination upon Death or Disability . If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this

Section 3 . If the Executive by virtue of ill health or other disability has been unable to perform substantially and continuously the duties assigned to him for more than one hundred eighty (180) consecutive or non-consecutive days out of any consecutive twelve (12)-month period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive given while he is absent as a result of the disability. Upon termination of employment due to death or disability, the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive:

(a) any annual salary and other benefits earned and accrued prior to the date of termination (and reimbursement for expenses incurred in accordance with Company policy prior to the date of termination), to be paid by the thirtieth (30 th ) day following the date of such termination, as well as an annual bonus earned with respect to a calendar year completed during the Term but not yet paid, to be paid by March 15 of the calendar year following the calendar year to which such bonus relates;

(b) a prorated annual bonus with respect to the calendar year in which such termination occurs, based on actual performance, payable in a lump sum by March 15 of the calendar year following the calendar year to which such bonus relates; and

(c) with respect to performance-based equity awards granted during the Term, continued vesting as to the number of shares of Company common stock that would have otherwise vested had the Participant remained employed through the applicable performance period(s) based on actual Company performance, payable at such time or times as the Executive would have been entitled to payment had the Executive remained employed with the Company.

4. Certain Terminations of Employment .

4.1 Termination by the Company for Cause; Termination by the Executive without Good Reason .

(a) For purposes of this Severance Agreement, “Cause” shall mean the Executive’s: (i) conviction of, or plea of guilty or nolo contendere to, a felony or a crime of moral turpitude; (ii) willful fraud, misappropriation, dishonesty or embezzlement, having a material adverse financial, economic or reputational effect on the Company; (iii) willful misconduct or gross or willful neglect in the performance of duties or (iv) breach in any material respect of the terms and provisions of this Severance Agreement; provided, that, in the event of a termination of the Executive’s employment pursuant to clause (iii) or (iv), the Company shall provide the Executive with a Notice of Termination at any time not more than thirty (30) days following the occurrence of any of the events described in such clause (or, if later, the Company’s knowledge thereof), and the Executive shall have thirty (30) days following the provision of such Notice of Termination to cure the basis for termination specified in such notice; provided further, that a termination for Cause shall not be effective unless approved by a vote of the majority of the entire Board of Directors (or such other vote require pursuant to the by-laws of the Company) at a meeting duly called and held at which the Executive shall have the right to be present and be heard. A “Notice of Termination” means a written notice which (I) indicates the specific termination provision in this Severance Agreement relied upon, (II) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (III) specifies the date on which the Executive’s employment shall terminate (which date shall be not less than thirty (30) days or more than sixty (60) days after the giving of such notice).

(b) The Company may terminate the Executive’s employment for Cause pursuant to Section 4.1(a) , and the Executive may terminate his employment on no less than thirty (30) days’ and no more than sixty (60) days’ written notice given to the Company. If the Company terminates the Executive for Cause, or the Executive terminates his employment and the termination by the Executive is not covered by Section 4.2(a) , (i) the Executive shall receive his annual salary and other benefits earned and accrued prior to the termination of employment (and reimbursement for expenses

incurred in accordance with Company policy prior to the date of termination), to be paid by the thirtieth (30 th ) day following the date of termination, and (ii) any annual bonus earned with respect to a calendar year completed during the Term but not yet paid, to be paid by March 15 of the calendar year following the calendar year to which such bonus relates.

4.2 Termination by the Company without Cause; Termination by the Executive for Good Reason .

(a) For purposes of this Severance Agreement, “ Good Reason ” shall mean, unless otherwise consented to by the Executive,

(i) the material reduction of the Executive’s authority, duties and responsibilities, the assignment to the Executive of duties materially inconsistent with the Executive’s position or positions with the Company; or the failure of the Executive to report directly to the Board of Directors of the Company;

(ii) a reduction in the Executive’s then current annual salary (currently $1,800,000 per annum); or

(iii) the relocation of the Executive’s office to more than thirty-five (35) miles from the Executive’s then current office location.

Notwithstanding the foregoing, (i) Good Reason (A) shall not be deemed to exist unless the Executive provides to the Company a Notice of Termination on account thereof (specifying a termination date not less than thirty (30) days and not more than sixty (60) days after the giving of such notice) no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises, and (B) shall not be deemed to exist at any time at which there exists an event or condition which could serve as the basis of a termination of the Executive’s employment for Cause; and (ii) if there exists (without regard to this clause (ii) ) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date such Notice of Termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

(b) The Company may terminate the Executive’s employment at any time with or without Cause, and the Executive may terminate the Executive’s employment with the Company for Good Reason pursuant to Section 4.2(a) . If the Company terminates the Executive’s employment and the termination is not covered by Section 3 or 4.1 , or the Executive terminates his employment for Good Reason, in each case during the Term,

(i) the Executive shall receive his annual salary and other benefits earned and accrued prior to the date of termination (and reimbursement for expenses incurred in accordance with Company policy prior to the date of termination), to be paid by the thirtieth (30 th ) day following the date of such termination, as well as any annual bonus earned with respect to a calendar year completed during the Term but not yet paid, to be paid by March 15 of the calendar year following the calendar year to which such bonus relates;

(ii) (A) the Executive shall receive a prorated annual bonus with respect to the calendar year in which such termination occurs, based on actual performance and payable in a lump sum by March 15 of the calendar year following the calendar year to which such bonus relates; or (B) if such termination occurs within twenty-four (24) months following a Change in Control (as defined in the Air Lease Corporation 2014 Equity Incentive Plan, as amended from time to time, or any successor plan), in lieu of the benefit set forth in clause (A) of this Section 4.2(b)(ii) , the Executive shall receive a prorated portion of the target annual bonus with respect to the calendar year in which such termination occurs, payable in a lump sum on the thirtieth (30th) day following the date of termination;

(iii) (A) subject to compliance with the Executive’s covenants set forth in Section 5 below, (w) the Executive shall receive an amount equal to two (2) times the sum of (a) the annual salary in effect as of the date of termination and (b) the average of the annual bonus payments received during the thirty-six (36) month period immediately prior to date of termination, such amount payable in substantially equal installments in accordance with the customary payroll practices of the Company applicable to senior executives during the period commencing on the date of termination and ending on the second anniversary of the date of termination (the “ Continuation Period ”); provided , however , that the payments under clause (w) of this Section 4.2(b)(iii)(A) shall be made beginning on the first regular payroll date of the Company following the date on which the Release (as defined below) becomes effective; provided that if the termination occurs within sixty (60) days prior to the end of a calendar year, then any payments under this clause (w), that, but for this proviso, would have been made in the calendar year in which the termination occurred will be delayed and paid to the Executive in a lump sum on the Company’s first regular payroll date in the following calendar year without interest thereon, with each subsequent payment to be made as if no such delay had occurred, (x) subject to the Executive’s valid election to

continue healthcare coverage under applicable law, the Executive shall receive through the end of the Continuation Period, continuing coverage under the group health plans in which the Executive was participating at the time of termination of employment; provided , however , that (a) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Internal Revenue Code under Treasury Regulation Section 1.409A-1(a)(5), or (b) the Company is otherwise unable to continue to cover the Executive under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof), and (y) the Company shall continue to pay the premiums for the Executive’s group term life insurance through the end of the Continuation Period ; or

(B) if such termination occurs within twenty-four (24) months following a Change in Control, in lieu of the benefit set forth in clause (A) of this Section 4.2(b)(iii) , (w) the Executive shall receive an amount equal to three (3) times the sum of (a) the annual salary in effect as of the date of termination and (b) the target annual bonus with respect to the calendar year in which such termination occurs, (x) the Executive shall receive a cash payment representing the COBRA costs of providing benefits under the group health plans in which the Executive was participating at the time of termination of employment for two (2) years, and (y) the Executive shall be entitled to a lump sum payment of the premiums for the Executive’s group term life insurance for a period of two (2) years, and provided that the Change in Control also constitutes a change in control event pursuant to Treasury Regulations Section 1.409A-3(i)(5)(v), the amounts set forth in clauses (w) through (y) of this Section 4.2(b)(iii)(B) shall be paid in a lump sum on the thirtieth (30th) day following the date of termination, or if the Change in Control does not constitute a change in control event pursuant to Treasury Regulations Section 1.409A-3(i)(5)(v), each of such amounts set forth in clauses (w) through (y) of this Section 4.2(b)(iii)(B) shall be payable in substantially equal installments in accordance with the customary payroll practices of the Company applicable to senior executives during the period commencing on the date of termination and ending on the second anniversary of the date of termination; provided , further , that these installment payments shall be made beginning on the first regular payroll date of the Company following the date on which the Release becomes effective; provided that if the termination occurs within sixty (60) days prior to the end of a calendar year, then any payments set forth clauses (w) through (y), that, but for this proviso, would have been made in the calendar year in which the termination occurred will be delayed and paid to the Executive in a lump sum on the Company’s first regular payroll date in the following calendar year without interest thereon, with each subsequent payment to be made as if no such delay had occurred; and

(iv) subject to compliance with the Executive’s covenants set forth in Section 5 below, with respect to performance-based equity awards granted during the Term, (A) the Executive shall be entitled to pro rata vesting as to the number of shares of Company common stock that would have otherwise vested had the Executive remained employed through the end of the then current performance period based on actual Company performance, payable at such time as the Executive would have been entitled to payment had the Executive remained employed with the Company through the end of the applicable performance period; or (B) if such termination occurs within twenty-four (24) months following a Change in Control (as defined in the Air Lease Corporation 2014 Equity Incentive Plan, as amended from time to time, or any successor plan), in lieu of the benefit set forth in clause (A) of this Section 4.2(b)(iv) , the Executive shall be entitled to full vesting at target level of performance for any open performance periods, payable in a lump sum on the thirtieth (30th) day following the date of termination.

Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided for in Section 4.2(b)(ii), 4.2(b)(iii) and 4.2(b)(iv) that the Executive execute and deliver to the Company a release of claims in substantially the form attached hereto as Exhibit A (the “ Release ) within twenty-one (21) days (or, if applicable, forty-five (45) days) following the date of termination of the Executive’s employment and that the Executive not revoke such release within seven (7) days following such execution and delivery.

(c) Notwithstanding clause (iii)(A) or (iii)(B) of Section 4.2(b) , (i) nothing herein shall restrict the ability of the Company to amend or terminate its group health plans or programs or group life insurance plans or programs from time to time in its sole discretion, and (ii) the Company shall in no event be required to provide any group health plan benefits or group life insurance plan benefits otherwise required by such clause (iii)(A) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements).

5. Covenants of the Executive .

5.1 Covenant Against Competition; Other Covenants . The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes

of this Section 5 (and any related enforcement provisions hereof), its successors and assigns) is aircraft and aviation equipment leasing (such business, and any and all other businesses that after the Effective Date, and from time to time during the Term, become material with respect to the Company’s then-overall business, herein being collectively referred to as the “ Business ”); (ii) the Company is one of the limited number of persons and entities who have developed such a business (the business of such a person or entity in competition with the Company, a “ Competing Business ”); (iii) the Company’s Business is, in part, national in scope; (iv) the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; (v) the covenants and agreements of the Executive contained in this Section 5 are essential to the business and goodwill of the Company; and (vi) the Company would not have entered into this Severance Agreement but for the covenants and agreements set forth in this Section 5. Accordingly, the Executive covenants and agrees that:

(a) By and in consideration of the severance arrangements set forth herein, and further in consideration of the Executive’s exposure to the proprietary information of the Company, the Executive covenants and agrees that, during the period the Executive is employed by the Company, he shall not in the United States, directly or indirectly, (i) engage in any element of a Competing Business or otherwise compete with the Company or its affiliates, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of a Competing Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided , however , that , notwithstanding the foregoing, the Executive may invest in securities of any entity, solely for investment purposes and without otherwise participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Executive is not a controlling person

of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity.

(b) During the Executive’s employment with the Company and thereafter, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its affiliates, all confidential matters relating to the Company’s Business and the business of any of its affiliates and to the Company and any of its affiliates, learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its affiliates, including, without limitation, information with respect to (i) rates and expiration dates under aircraft- and aviation equipment-related leases to which the Company is a party; (ii) the number and identities of airlines leasing aircraft or aviation equipment from the Company, or otherwise making use of other services provided by the Company; (iii) the number, type, remaining useful life, and value of aircraft owned by the Company and/or its direct or indirect subsidiaries; (iv) profit or loss figures; and (v) customers, clients, suppliers, sources of supply and lists of customers and potential customers (collectively, the “ Confidential Company Information ”); and shall not disclose such Confidential Company Information to anyone outside of the Company except with the Company’s express written consent or in the exercise of the Executive’s good faith judgement and except for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Severance Agreement and except to the extent necessary to comply with law or the valid order of a court or governmental agency of competent jurisdiction, in which event the Executive shall notify the Company as promptly as practicable (and prior to making such disclosure, if possible) so that the Company can seek a protective order. The Executive acknowledges that he has been informed that he has rights under 18 U.S.C. Section 1833(b) which states in part: “An individual shall not be held criminally or civilly

liable under any Federal or State trade secret law for the disclosure of a trade secret that – (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended by the Company to conflict with or create liability for actions taken that are permitted under 18 U.S.C. Section 1833(b).

(c) During the period the Executive is employed by the Company and ending one (1) year following the date upon which the Executive shall cease to be an employee of the Company and its affiliates (the “ Restricted Period ”), the Executive shall not, without the Company’s prior written consent, directly or indirectly, solicit or encourage to leave the employment or other service of the Company, or any of its affiliates, any employee or independent contractor thereof. The immediately preceding sentence does not apply in respect of general solicitations of employment, such as published advertisements not specifically directed toward employees of the Company. During the Restricted Period, the Executive will not whether for his own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with the Company’s or any of its affiliates’ contracts and/or relationship with any person who during the period the Executive was employed by the Company is or was a customer or client of the Company or any of its affiliates, unless permitted by applicable law.

(d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by the Executive or made available to the Executive concerning the business of the Company or its affiliates, (i) shall at all times be the property of the Company (and, as applicable, any affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the Executive’s termination of employment, shall be immediately returned to the Company. Notwithstanding the foregoing, the Executive may retain copies of contact

information contained in his address books. The Company agrees that, if requested by Executive upon his termination of employment, the Company will cause the phone number attached to or related to the Executive’s cell phone to be transferred to the Executive.

5.2 Rights and Remedies upon Breach .

(a) The Executive acknowledges and agrees that any breach by him of any of the provisions of Section 5.1 (the “ Restrictive Covenants ”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the provisions of Section 5.1 , the Company and its affiliates shall have the following rights and remedies to the extent permitted under applicable law, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, the recovery of damages):

(i) the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages) by any court having equity jurisdiction, including, without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and

(ii) the right and remedy to require the Executive to account for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively, “ Benefits ”) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.

(b) The Executive agrees that, in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 5 are

unreasonable or otherwise unenforceable. The existence of any claim or cause of action by the Executive, whether predicated on this Severance Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants.

6. Other Provisions .

6.1 Severability . The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Severance Agreement, and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Severance Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Severance Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

6.2 Duration and Scope of Covenants . If any court or other decision-maker of competent jurisdiction determines that any of the Executive’s covenants contained in this Severance Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable, the duration or scope of such provision, as the case may he, shall he reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

6.3 Enforceability; Jurisdiction; Arbitration .

(a) The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants set forth in Section 5 upon the courts of any jurisdiction within the geographical scope of the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise, it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right, or the right of any of its affiliates, to the relief

provided above in the courts of any other jurisdiction within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder (whether or not relating to the Restricted Covenants).

(b) Any controversy or claim arising out of or relating to this Severance Agreement or the breach of this Severance Agreement (other than a controversy or claim arising under Section 5 , to the extent necessary for the Company (or its affiliates, where applicable) to avail itself of the rights and remedies referred to in Section 5.2 ) that is not resolved by the Executive and the Company (or its affiliates, where applicable) shall be submitted to arbitration administered by JAMS/Endispute in Los Angeles, California before a single arbitrator in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. The determination of the arbitrator shall be conclusive and binding on the Company (or its affiliates, where applicable) and the Executive, and judgment may be entered on the arbitrator’s award in any court having jurisdiction. In the event of such an arbitration proceeding, the Executive and the Company shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the Executive and the Company cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither the Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties, except as required by applicable law or in connection with the last sentence of this Section. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall

have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof in accordance with California Code of Civil Procedure sections 1285 and 1285.4, et seq.

6.4 Section 409A of the Code .

(a) Certain payments and benefits under this Severance Agreement are intended to be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), while other payments hereunder may constitute “nonqualified deferred compensation” within the meaning of Section 409A, the payment of which is intended to comply with Section 409A, To the extent applicable, this Severance Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, “ Section 409A ”). Notwithstanding any provision of this Severance Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Severance Agreement may be subject to Section 409A, the Company may, with the Executive’s prior written consent, adopt such amendments to this Severance Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (i) exempt the compensation and benefits payable under this Severance Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A.

in-kind benefits provided, during a calendar year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. Any reimbursement to be made or in-kind benefit to be provided pursuant to the provisions of this Severance Agreement is not subject to liquidation or exchange for another benefit.

(c) The Executive shall not receive any amounts set forth in Section 4.2(b) unless the termination of the Executive’s employment constitutes a “separation from service” within the meaning of Section 409A.

(d) Nothing in this Severance Agreement shall create any obligation on the part of the Company or any of its affiliates to indemnify, reimburse, gross up, or otherwise compensate the Executive for any taxes, interest, penalties, costs, losses, damages, or expenses arising out of any violation of Section 409A or any corresponding provision of state, local, or foreign law.

(e) Each payment under this Severance Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

(f) Notwithstanding anything to the contrary in this Severance Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 4.2(b) hereof, shall be paid to the Executive during the six (6)-month period following the Executive’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) if the Company determines that paying such amounts at the time or times indicated in this Severance Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive’s death), the Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period, plus interest credited at the applicable federal rate in

effect as of the date of termination of the Executive’s employment provided for in Section 7872(f)(2)(A) of the Code.

6.5 Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

(a) If to the Company, to:

Air Lease Corporation

2000 Avenue of the Stars

Suite 1000N

Los Angeles, California 90067

Attention: Carol H. Forsyte

Executive Vice President, General Counsel,

Corporate Secretary and Chief Compliance Officer

Telephone: (310) 553-0555

Facsimile: (310) 553-0999

with a copy (which shall not constitute notice) to:

Munger, Tolles & Olson, LLP

355 South Grand Avenue

35th Floor

Los Angeles, California 90071

Attention: Mark H. Kim

Telephone: (213) 683-9144

Fax: (213) 683-5144

(b) If to the Executive, to:

Steven F. Udvar-Házy

at the last known address provided to the Company

Telephone: (310) 205-0677

Facsimile: (310) 205-0569

Any such person may by notice given in accordance with this Section 6.5 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

6.6 Entire Agreement . This Severance Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.

6.7 Waivers and Amendments . This Severance Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

6.8 GOVERNING LAW . THIS SEVERANCE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

6.9 Assignment . This Severance Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive; any purported assignment by the Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Severance Agreement and its rights hereunder; provided , that, the assignee of or successor to the Company assumes all of the Company’s obligations hereunder.

6.10 Withholding . The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

6.11 No Duty to Mitigate . The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Severance Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event the Executive does mitigate.

6.12 Binding Effect . This Severance Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

6.13 Counterparts . This Severance Agreement may he executed by the parties hereto in separate counterparts (including by facsimile or .pdf or .tif attachment to electronic mail), each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

6.14 Survival . Notwithstanding anything contained in this Severance Agreement to the contrary, the provisions of Sections 3 , 4 , 5 , and 6 , shall survive termination of this Severance Agreement and any termination of the Executive’s employment hereunder.

6.15 Existing Agreements . The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Severance Agreement or limit his ability to fulfill his responsibilities hereunder.

6.16 Headings . The headings in this Severance Agreement are for reference only and shall not affect the interpretation of this Severance Agreement.

6.17 Parachute Payments . If any payment or benefit the Executive would receive pursuant to this Severance Agreement or otherwise, including accelerated vesting of any equity compensation (“ Payment ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, and (ii) but for this sentence, be subject to the excise tax set

forth in Section 4999 of the Internal Revenue Code (“ Excise Tax ”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such Excise Tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such Excise Tax will be the first benefit to be reduced. Notwithstanding the foregoing sentence, to the extent permitted by Code Sections 280G, 409A and 4999, the Executive may elect a different order of reduction. The Company shall appoint a nationally recognized accounting firm to make the determinations required under this Section 6.17 and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which right to a Payment is triggered (if requested at that time by

the Company or the Executive) or such other time as requested by the Company or the Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

6.18 Terminations . Upon termination of the Executive’s employment for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company, and shall take all actions reasonably requested by the Company to effectuate the foregoing

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have signed their names as of the date written below,

	AIR LEASE CORPORATION



	By: //s// Carol Forsyte
	Name: Carol H. Forsyte
	Title: Executive Vice President, General Counsel,
	Corporate Secretary and Chief Compliance Officer
	Dated: June 21, 2016

	STEVEN F. UDVAR-HÁZY



	//s// Steven F. Udvar-Házy
	Dated: June 24, 2016

EXHIBIT A

GENERAL RELEASE

For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge the “ Releasees ” hereunder, consisting of Air Lease Corporation, a Delaware corporation (the “ Company ”), and, in such capacities, each of its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “ Claims ”), which the undersigned now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to the employment or termination of employment of the undersigned by the Releasees, or any of them; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s or a Releasee’s right to terminate the employment of the undersigned; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act, the Americans With Disabilities Act, and the California Fair Employment and Housing Act. Nothing in this paragraph is intended to limit the undersigned’s participation in any proceeding brought by any federal, state or other governmental agency to the extent such participation is protected by law, Notwithstanding anything to the contrary in this Release, this Release shall not operate to release any rights or claims of the undersigned (i) to payments or benefits under Section 4.2(b) of that certain Severance Agreement, dated as of July 1, 2016, between Air Lease Corporation and the undersigned (the “ Severance Agreement ”), which is applicable to the payments and benefits provided in exchange for this Release, (ii) to accrued or vested benefits (including, but not limited to equity awards) the undersigned may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, or (iii) any rights the undersigned has to indemnification by the Company and to directors and officers liability insurance coverage.

THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

A- 1

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

(A) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

(B) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

(C) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.

The undersigned represents and warrants that he has received payment by the Company of all compensation due as of the date of termination of his employment. The undersigned further represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against Releasees, or any of them, and the undersigned agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the undersigned under this indemnity.

The undersigned agrees that should any person or entity file or cause to be filed any civil action, suit, arbitration, administrative charge, or legal proceeding seeking equitable or monetary relief in connection with any aspect of his employment relationship with the Company or any other matter relating to the claims released by this Release, he will not seek or accept any personal relief from or as the result of such civil action, suit, arbitration, administrative charge, or legal proceeding.

The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against Releasees, or any of them, any of the Claims released hereunder, then the undersigned agrees to pay to Releasees, and each of them, in addition to any other damages caused to Releasees thereby, all attorneys’ fees incurred by Releasees in defending or otherwise responding to said suit or Claim.

The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Release this ___ day of ___________, ____.

A- 2

EXHIBIT 10.20

Confidential Treatment
Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 5

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of August 17, 2015, ( Supplemental Agreement No. 5 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 5 have the same meaning as in the Purchase Agreement;

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to revise the referenced serial numbers for the following Aircraft:


Aircraft Block	Delivery Month	Prior Serial Number	New Serial Number
Block A	[*]	[*]	[*]
Block B	[*]	[*]	[*]
Block B	[*]	[*]	[*]

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to transfer the Code 1 configuration introduction that was reserved for the 787-9 Block A

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

BOEING PROPRIETARY

Aircraft with a nominal delivery month of [*], bearing serial number [*], to an aircraft under Purchase Agreement No. 3290 between Customer and Boeing.

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for the [*] Aircraft with a nominal delivery month of [*], which bears serial number [*].

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to document Customer’s Engine selection for the Aircraft identified for lease to [*] .

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

1. TABLE OF CONTENTS .

The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1 to this Supplemental Agreement No. 5, which reflects the revisions set forth in this Supplemental Agreement No. 5.

2. TABLE 1 .

a. Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric Engines , provided as Enclosure 2 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. [*]. This Table 1A also reflects the removal of the Code 1 configuration introduction that was reserved for the 787-9 Block A Aircraft with a nominal delivery month of [*];

b. Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines , provided as Enclosure 3 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. [*]. This Table 1A also reflects the removal of the Code 1 configuration introduction that was reserved for the 787-9 Block A Aircraft with a nominal delivery month of [*];

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

BOEING PROPRIETARY

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments General Electric Engines , provided as Enclosure 4 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. This Table 1B contains the revised serial numbers for the 787-9 Block B Aircraft scheduled to deliver in [*];

d. Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines , provided as Enclosure 5 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. This Table 1B contains the revised serial numbers for the 787-9 Block B Aircraft scheduled to deliver in [*] .

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/ Patrick McKelvey	BY:	/s/ Grant Levy

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

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

iii

BOEING PROPRIETARY

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

PA Page 1

BOEING PROPRIETARY

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

IA.	787-9 Block A Aircraft Information Table	SA-5
IB.	787-9 Block B Aircraft Information Table	SA-5
IC.	787-10 Block A Aircraft Information Table	SA-3

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-4
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-1104716R1	[*]	SA-2
LA-1104717R1	Demonstration Flight Waiver	SA-2
LA-1104718R1	[*]	SA-2
LA-1104719R1	Other Matters	SA-2
LA-1104720R2	Advance Payment Matters	SA-4
LA-1104721R1	[*]	SA-2
LA-1104722R1	Assignment of Customer's Interest to a Subsidiary or Affiliate	SA-2
LA-1104724	e-Enabling Software Matters
LA-1104725R1	[*]	SA-2

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

PA Page 2

BOEING PROPRIETARY

Enclosure 1

LA-1104726R1	Special Matters relating to COTS Software and End User License Agreements	SA-2
LA-1104727R2	AGTA Matters	SA-2
LA-1104728R1	Leasing Matters for 787 Aircraft	SA-2
LA-1104729R1	Liquidated Damages - Non-Excusable Delay	SA-2
LA-1104730R2	Open Configuration Matters	SA-4
LA-1104731R1	Performance Guarantees - 787-9 Block A Aircraft	SA-2
LA-1104733R1	Special Terms - Seats and In-flight Entertainment	SA-2
LA-1104734R1	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.

PA Page 3

BOEING PROPRIETARY

Enclosure 2

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric Engines


Airframe Model/MTOW:	787-9	545,000 pounds	Detail Specification:	787B1 ‑4102 ‑D (4/27/2011)

Engine Model/Thrust:	GENX ‑1B74/75	74,100 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	Base Year Index (CPI):	[*]

Deposit per Aircraft:		[*]

Manufacturer’s

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Optional

P.A.

Engine

Factor

Adv Payment Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*]-2016

[*]

[*]-2019*

[*]

Total:

[*]

Manufacturer serial number is subject to change due to production changes

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

Page 1

Boeing Proprietary

Enclosure 3

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Engines


Airframe Model/MTOW:	787-9	545,000 pounds	Detail Specification:	787B1 ‑4102 ‑D (4/27/2011)

Engine Model/Thrust:	TRENT1000 ‑J	73,800 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	Base Year Index (CPI):	[*]

Deposit per Aircraft:		[*]

Manufacturer’s

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Optional

P.A.

Engine

Factor

Adv Payment Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*]- 2016

[*]

[*]-2019*

[*]

Total:

[*]

Manufacturer serial number is subject to change due to production changes

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

Page 1

Boeing Proprietary

Enclosure 4

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments

General Electric Engines


Airframe Model/MTOW:	787-9	553,000 pounds	Detail Specification:	787B1 ‑4102 ‑J (5/17/2013)	t

Engine Model/Thrust:	GENX ‑1B74/75	74,100 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

In Flight Entertainment (IFE) Est:		[*]	Base Year Index (ECI):	[*]
			Base Year Index (CPI):	[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

Manufacturer’s

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Optional

P.A.

Engine

Factor

Adv Payment Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*]-2016

[*]

[*]-2020

[*]

Total:

[*]

Manufacturer serial number is subject to change due to production changes

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

Page 1

Boeing Proprietary

Enclosure 5

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Engines

Airframe Model/MTOW:	787-9	553,000 pounds	Detail Specification:	787B1-4102 ‑J (5/17/2013)

Engine Model/Thrust:	TRENT1000 ‑J	74,400 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

In Flight Entertainment (IFE) Est::		[*]	Base Year Index (ECI):	[*]
			Base Year Index (CPI):	[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

Manufacturer’s

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Optional

P.A.

Engine

Factor

Adv Payment Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*]- 2016

[*]

[*]-2020

[*]

Total:

[*]

Manufacturer serial number is subject to change due to production changes

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

Page 1

Boeing Proprietary

EXHIBIT 10.21

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 6

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of January 15, 2016, ( Supplemental Agreement No. 6 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 6 have the same meaning as in the Purchase Agreement;

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to add one (1) 787-9 Aircraft (the 787-9 Block C Aircraft ) scheduled to deliver in [ * ] ; and

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to move the Code 1 previously assigned to MSN 42117 to an aircraft in Customer’s purchase agreement no. PA-3290.

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]

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


	SA-6

BOEING PROPRIETARY

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for one (1) [*] Aircraft scheduled to deliver in [*]; and

WHEREAS, [*].

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [ * ] as the lessee for one (1) [*] Aircraft scheduled to deliver in [*] and one (1) [*] Aircraft scheduled to deliver in [*]; and

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for two (2) [*] Aircraft with one (1) scheduled to deliver in the Nominal Delivery Month of [*] and one (1) scheduled to deliver in the Nominal Delivery Month of [*]; and

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for eight (8) [*] Aircraft with one (1) scheduled to deliver in each of the following Nominal Delivery Months: [*].

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, provided as Enclosure 1 to this Supplemental Agreement No. 6, which reflects the revisions set forth in this Supplemental Agreement No. 6.

2. TABLE 1 .

a. Table 1A 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. 6 and hereby incorporated into the Purchase Agreement. This Table 1A contains [*];

b. Table 1A 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 –

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


	SA-6

BOEING PROPRIETARY

Trent 1000J Engines , provided as Enclosure 2 to this Supplemental Agreement No. 6 and hereby incorporated into the Purchase Agreement. This Table 1A contains [ * ] ;

c. Table 1B 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 1B to Purchase Agreement No. PA-03659, 787-9 Block B Information Table – GENX-1B74/75 Engines , provided as Enclosure 3 to this Supplemental Agreement No. 6 and hereby incorporated into the Purchase Agreement. This Table 1B contains [*] ;

d. Table 1B to Purchase Agreement No. PA-03659, Aircraft Delivery, Description, Price and Advance Payments Trent Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Information Table – Trent 1000J Engines , provided as Enclosure 3 to this Supplemental Agreement No. 6 and hereby incorporated into the Purchase Agreement. This Table 1B contains [*] ;

e. Table 1C 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 1C to Purchase Agreement No. PA-03659, 787-10 Block A Information Table – GENX-1B74/75 Engines , provided as Enclosure 4 to this Supplemental Agreement No. 6 and hereby incorporated into the Purchase Agreement. This Table 1C contains [*];

f. Table 1C to Purchase Agreement No. PA-03659, Aircraft Delivery, Description, Price and Advance Payments Trent Engines is deleted in its entirety and replaced by Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Information Table – Trent 1000J Engines , provided as Enclosure 4 to this Supplemental Agreement No. 6 and hereby incorporated into the Purchase Agreement. This Table 1C contains [*];

g. A new Table 1D to Purchase Agreement No. PA-03659, 787-9 Block C Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines, provided as Enclosure 5 to this Supplemental Agreement No. 6 is hereby incorporated into the Purchase Agreement. This Table 1D contains delivery, description, price, and advance payment information for the 787-9 Block C Aircraft equipped with General Electric GEnx-1B74/75 engines and the [*];

h. A new Table 1D to Purchase Agreement No. PA-03659, 787-9 Block C Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines , provided as Enclosure 5 to this Supplemental Agreement No. 6 is hereby incorporated into the Purchase Agreement. This Table 1D contains delivery, description, price, and advance payment information for the 787-9 Block C Aircraft equipped with Rolls Royce Trent 1000-J engines and the identification of the [*];

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


	SA-6

iii

BOEING PROPRIETARY

3. SUPPLEMENTAL EXHIBITS

a. 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 6 to this Supplemental Agreement No. 6, which reflects (i) [*], (ii) [ * ] , and (iii) the addition of the 787-9 Block C Aircraft.

b. 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 7 to this Supplemental Agreement No. 6, which reflects the addition of Training Points for the one (1) incremental 787-9 Block C Aircraft.

4. LETTER AGREEMENTS .

a. Letter Agreement LA-1104720R2, Advance Payment Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R3, Advance Payment Matters , provided as Enclosure 8 to this Supplemental Agreement No. 6, which reflects the addition of the 787-9 Block C Aircraft.

b. Letter Agreement LA-1104730R2, Model 787 Open Configuration Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104730R3, Model 787 Open Configuration Matters , provided as Enclosure 9 to this Supplemental Agreement No. 6, which reflects the addition of the 787-9 Block C Aircraft.

c. Letter Agreement LA-1104734R1, Special Matters – 787-9 Block A Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104734R2, Special Matters – 787-9 A Aircraft , provided as Enclosure 10 to this Supplemental Agreement No. 6, which reflects [*].

d. Letter Agreement LA-1300864R1, Performance Guarantees – 787-9 Block B Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1300864R2, Performance Guarantees – 787-9 Block B and C Aircraft , provided as Enclosure 11 to this Supplemental Agreement No. 6, which reflects the addition of the 787-9 Block C Aircraft.

e. Letter Agreement LA-1301080, Special Matters – 787-9 Block B Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R1, Special Matters – 787-9 Block B and C Aircraft , provided as Enclosure 12 to this Supplemental Agreement No. 6, which reflects the addition of the 787-9 Block C Aircraft and [*].

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


	SA-6

BOEING PROPRIETARY

f. Letter Agreement LA-1301082, [ * ] , is deleted in its entirety and replaced by a revised Letter Agreement LA-1301082R1, [*] , provided as Enclosure 13 to this Supplemental Agreement No. 6, which reflects the addition of the 787-9 Block C Aircraft.

5. Expiration.

Unless expressly withdrawn, this Supplemental Agreement No. 6 will expire on January 15, 2016, if not executed by such date.

6. Additional Conditions .

a. An advance payment in the amount of [*] resulting from the terms of this Supplemental Agreement must be paid to Boeing [*] .

b. The supplemental agreement no. 3 to purchase agreement no. 3290 must be executed concurrently with this Supplemental Agreement No. 6.

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/ James E. Carpenter	BY:	/s/ Grant Levy

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

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


	SA-6

BOEING PROPRIETARY

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


	SA-6

BOEING PROPRIETARY

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-6
IB.	787-9 Block B Aircraft Information Table	SA-6
IC.	787-10 Block A Aircraft Information Table	SA-6
ID.	787-9 Block C Aircraft Information Table	SA-6

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-6
CS1.	Customer Support Document	SA-6
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-1104716R1	[*]	SA-2
LA-1104717R1	Demonstration Flight Waiver	SA-2
LA-1104718R1	[*]	SA-2
LA-1104719R1	Other Matters	SA-2
LA-1104720R3	Advance Payment Matters	SA-6
LA-1104721R1	[*]	SA-2
LA-1104722R1	Assignment of Customer's Interest to a Subsidiary or Affiliate	SA-2

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


	SA-6

PA Page 2

BOEING PROPRIETARY

Enclosure 1

LA-1104724	e-Enabling Software Matters
LA-1104725R1	[*]	SA-2
LA-1104726R1	Special Matters relating to COTS Software and End User License
	Agreements	SA-2
LA-1104727R2	AGTA Matters	SA-2
LA-1104728R1	Leasing Matters for 787 Aircraft	SA-2
LA-1104729R1	Liquidated Damages - Non-Excusable Delay	SA-2
LA-1104730R3	Open Configuration Matters	SA-6
LA-1104731R1	Performance Guarantees - 787-9 Block A Aircraft	SA-2
LA-1104733R1	Special Terms - Seats and In-flight Entertainment	SA-2
LA-1104734R2	Special Matters - 787-9 Block A Aircraft	SA -6
LA-1300863	Performance Guarantees - 787-10 Block A Aircraft	SA-2
LA-1300864R1	Performance Guarantees - 787-9 Block B and C Aircraft	SA -6
LA-1301080R1	Special Matters - 787-9 Block B and C Aircraft	SA -6
LA-1301081	Special Matters - 787-10 Block A Aircraft	SA-2
LA-1301082R1	[ * ]	SA -6
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.


	SA-6

PA Page 3

BOEING PROPRIETARY

Enclosure 2

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric Engines

Airframe Model/MTOW:	787-9	545,000 pounds	Detail Specification:	787B1-4102-D (4/27/2011)

Engine Model/Thrust:	GENX-1B74/75	74,100 pounds	Airframe Price Base Year/Esc. Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc. 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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	Base Year Index (CPI):	[*]

Deposit per Aircraft:		[*]

Manufacturer's

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Optional

P.A.

Engine

Factor

Adv Payment Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*]-2016

[*]

[*]-2019

[*]

Total:

Manufacturer serial number is subject to change due to production changes

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

SA-6

Boeing Proprietary

Page 1

Enclosure 2

Table 1A To

Purchase Agreement No. PA-03659

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Engines

Airframe Model/MTOW:	787-9	545,000 pounds	Detail Specification:	787B1-4102-D (4/27/2011)

Engine Model/Thrust:	TRENT1000-J	73,800 pounds	Airframe Price Base Year/Esc.:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Esc.:	[*]	[*]

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) Est.:		[*]	Engine Escalation Data:

Seller Purchased Equipment (SPE) Est.:		[*]	Base Year Index (ECI):	[*]

In Flight Entertainment (IFE) Est:		[*]	Base Year Index (CPI):	[*]

Deposit per Aircraft:		[*]

Manufacturer's

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Optional

P.A.

Engine

Factor

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

[*]

[*]- 2016

[*]

[*]-2019

[*]

Total:

Manufacturer serial number is subject to change due to production changes

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

SA-6

Boeing Proprietary

Page 1

Enclosure 3

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	553,000 pounds	Detail Specification:	787B1-4102-J (5/17/2013)

Engine Model/Thrust:	GENX ‑1B74/75	74,100 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	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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2016	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2019	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]

Total:	3

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

Boeing Proprietary

SA-6

Page 1

Enclosure 4

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments

Roll Royce Trent 1000J Engines


Airframe Model/MTOW:	787-9	553,000 pounds	Detail Specification:	787B1-4102-J (5/17/2013)

Engine Model/Thrust:	TRENT1000-J	74,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	[*]	[*]

Optional Features:		[*]

Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:

Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]

Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]

Buyer Furnished Equipment (BFE) Estimate:		[*]	Engine Escalation Data:

In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):	[*]

Refundable Deposit/Aircraft at Proposal Accept:		[*]	Base Year Index (CPI):	[*]


		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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2019	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	3

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

Boeing Proprietary

SA-6
Page 1

Enclosure 4

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):	[*]

Refundable Deposit/Aircraft at Proposal Accept:		[*]	Base Year Index (CPI):	[*]

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2019				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

SA-6
Page 1

Enclosure 4

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

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

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Page 2

Enclosure 4

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

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

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Page 3

Enclosure 4

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

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2023				[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	30

[*]

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

Boeing Proprietary

SA-6
Page 4

Enclosure 4

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce 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:

[*]

		Manufacturer’s		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2019				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

SA-6

Page 1

Enclosure 4

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines

		Manufacturer’s		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

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Page 2

Enclosure 4

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines

		Manufacturer’s		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

SA-6

Page 3

Enclosure 4

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines

		Manufacturer’s		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

Boeing Proprietary

SA-6

Page 4

Enclosure 4

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines

		Manufacturer’s		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]		[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2023				[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	30

[*]

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

Boeing Proprietary

SA-6

Page 5

Enclosure 5

Table 1D To

Purchase Agreement No. PA-03659

787-9 Block C Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Airframe Model/MTOW:	787 ‑9	553,000 pounds	Detail Specification:	787B1-4102-O (9/5/2014)

Engine Model/Thrust:	GENX ‑1B74/75	74,100 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	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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[]-2017	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]

Total:	1

[*]

Note: Serial Numbers are provided as guidance only and are subject to change.

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

Boeing Proprietary

SA-6

Page 6

Enclosure 5

Table 1D To

Purchase Agreement No. PA-03659

787-9 Block C Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000J Engines


Airframe Model/MTOW:	787 ‑9	553,000 pounds	Detail Specification:	787B1-4102-O (9/5/2014)

Engine Model/Thrust:	TRENT1000-J	74,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]

Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	[*]	[*]

Optional Features:		[*]

Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:

Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]

Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]

Buyer Furnished Equipment (BFE) Estimate:		[*]	Engine Escalation Data:

In Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):	[*]

			Base Year Index (CPI):	[*]

Refundable Deposit/Aircraft at Proposal Accept:		[*]


		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	Lessee	Price Per A/P	[*]	[*]	[*]	[*]
[]-2017	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]

Total:	1

[*]

Note: Serial Numbers are provided as guidance only and are subject to change.

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

Boeing Proprietary

SA-6

Page 1

Enclosure 6

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit BFE1

to Purchase Agreement Number 03659

HAZ-PA-03659-BFE1

BOEING PROPRIETARY

BFE1 Page 1

SA-6

Enclosure 6

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	[*]

Identification of the suppliers and model/parts for the above items for the [*], are subject to the terms set forth in Article 2.3 of letter agreement HAZ-PA-03659-LA-1104730. Notwithstanding the above table, such suppliers and model/parts for the [*] shall be identified by [*].

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

BOEING PROPRIETARY

BFE1 Page 2

SA-6

Enclosure 6

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 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.

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	[*]

* Customer and Boeing will mutually agree upon a firm date for the ITCM for the [*].

** 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.

BOEING PROPRIETARY

BFE1 Page 3

SA-6

Enclosure 6

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		Premium Seats	Bar Units	Galley Carts	Life Vests	Upholstery
[ * ]		[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]
[*]		[*]	[*]	[*]	[*]	[*]
[]	3	* [*]

787-10 Aircraft:

For planning purposes, preliminary BFE on-dock dates:
Scheduled Month/Year of Delivery	Premium Seats	Bar Units	Galley Carts	Life Vests	Upholstery
[]	* [*] .
[]
[]
[]
[]

* 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); F light 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)

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Markers and Stencils

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 Drawings and Drawing Notes)

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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 provided 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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Enclosure 7

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
	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
	3 points/crew first year + 1 point/crew each additional year for 4 years
	Or
STAR CBT	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

BOEING PROPRIETARY

CS1 Page 18

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Enclosure 7

*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.

BOEING PROPRIETARY

CS1 Page 19

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Enclosure 8

WORD_BLACKSMALLLOGO

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

HAZ-PA-03659-LA-1104720R3

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Advance Payment 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-1104720R2 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. 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.

Advance Payment Matters

BOEING PROPRIETARY

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Enclosure 8

1.3 Alternative Fixed Advance Payment Schedule – 787-9 Block B Aircraft .


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

1.4 Alternative Fixed Advance Payment Schedule – 787-9 Block C Aircraft.

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

*Payment due at [*]

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

Advance Payment Matters

BOEING PROPRIETARY

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Enclosure 8

1.5 Alternative Fixed Advance Payment Schedule – 787-10 Block A Aircraft

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

1.6 [*]

2. [*]

3. [*]

4. [*]

5. Confidentiality .

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

Advance Payment Matters

BOEING PROPRIETARY

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Enclosure 8

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 .

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

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.

Very truly yours,

THE BOEING COMPANY


By	/s/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		January 15, 2016

AIR LEASE CORPORATION


By	/s/ Grant Levy

Its	Executive Vice President

Advance Payment Matters

BOEING PROPRIETARY

SA-6

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Enclosure 9

WORD_BLACKSMALLLOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1104730R3

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-1104730R2 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. The initial configuration of Customer's Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev O, dated September 5, 2014 for the 787-9 Block C Aircraft. 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.

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

	SA-6
Open Configuration Matters-787	LA Page 1
BOEING PROPRIETARY

Enclosure 9

WORD_BLACKSMALLLOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

2.2.1 Subject to the provisions of Article 2.2.2, below, Final Configuration shall be completed no later than [ * ] prior to delivery of the first Aircraft.

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 2.2.2 above.

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.

(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 comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle

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

	SA-6
Open Configuration Matters-787	LA Page 2
BOEING PROPRIETARY

Enclosure 9

WORD_BLACKSMALLLOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

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.

2.3 [*]

2.4 Additional Configuration Matters for 787-9 Block C Aircraft .

2.4.1 Notwithstanding Article 2.2.1 above, Boeing and Customer will use reasonable commercial efforts to complete the Final Configuration for the 787-9 Block C Aircraft as soon as practical following the execution of Supplemental Agreement No. 6 to the Purchase Agreement and in accordance with the following schedule:

Category C Vendor Selection – [*]

Initial Configuration Meetings – [*]

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

	SA-6
Open Configuration Matters-787	LA Page 3
BOEING PROPRIETARY

Enclosure 9

WORD_BLACKSMALLLOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

Engine Selection – [ * ]

Final Configuration Meeting – [*]

Customer Configuration Acceptance – [*]

2.4.2 All optional features for the 787-9 Block C Aircraft will be selected from Boeing’s 787 Standard Selections catalog.

2.4.3 Business class seat selection and configuration for the 787-9 Block C Aircraft will be as agreed with [*] during meetings with Boeing and Customer and includes [*]. Boeing and Customer agree to work together in support of the seat development program to minimize any disruptions, unplanned events or delays. In the event of a supplier non-performance, [*]; and

2.4.4 [*] Boeing and Customer agree to work together in support of the seat development program to minimize any disruptions, unplanned events or delays. In the event of a supplier non-performance, [*].

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 ). [*]

3.3 revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft performance of the incorporation of the Customer Configuration Changes;

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

	SA-6
Open Configuration Matters-787	LA Page 4
BOEING PROPRIETARY

Enclosure 9

WORD_BLACKSMALLLOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

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 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.

	SA-6
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BOEING PROPRIETARY

Enclosure 9

WORD_BLACKSMALLLOGO

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

Very truly yours,

THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	January 15, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

	SA-6
Open Configuration Matters-787	LA Page 6
BOEING PROPRIETARY

Enclosure 10

WORD_BLACKSMALLLOGO

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

HAZ -PA-03659-LA-1104734 R2

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Special Matters – 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 )

This letter agreement ( Letter Agreement ) cancels and supersedes Letter Agreement HAZ-PA-03659-LA-1104734R1 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 [ * ] .

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 [*]

1.4 [*]

1.5 [*]

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

HAZ-PA-03659-BFE1

Special Matters - 787-9 Block A Aircraft

BOEING PROPRIETARY

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Enclosure 10

WORD_BLACKSMALLLOGO

2. Escalation of Credit Memoranda .

Unless otherwise noted, the amounts of the Credit Memoranda stated in paragraphs [ * ] and will be escalated to the scheduled month of the respective 787-9 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 787-9 Block A 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. Manufacturer Changes .

Article 3.2.2 of the AGTA is deleted in its entirety and replaced with the following:

“3.2.2 [*] will bear the cost of incorporating into the Aircraft listed in Table 1 to the Purchase Agreement all Manufacturer Changes resulting from requirements issued by the FAA, which are required to be incorporated into aircraft during the period ending at the delivery date of each Aircraft listed in Table 1 to the Purchase Agreement.”

4. [*]

5. [*]

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

	SA-6
Special Matters – 787-9 Block A Aircraft	LA Page 2
BOEING PROPRIETARY

Enclosure 10

WORD_BLACKSMALLLOGO

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/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	January 15, 2016

AIR LEASE CORPORATION

By	Grant Levy

Its	Executive Vice President

	SA-6
Special Matters – 787-9 Block A Aircraft	LA Page 3
BOEING PROPRIETARY

Enclosure 11

WORD_BLACKSMALLLOGO

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

HAZ-PA-3659-LA-1300864R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject:	Aircraft Performance Guarantees – 787-9 Block B Aircraft and 787-9 Block C 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 )

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.

Boeing agrees to provide Customer with the performance guarantees in the Attachment which are applicable to the Aircraft shown in Table 1B and Table 1D (the 787-9 Block B and C Aircraft ). These guarantees are exclusive and expire upon delivery of the 787-9 Block B and C Aircraft to Customer.

1. Assignment.

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

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.

3. Confidential Treatment.

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because

Performance Guarantees – 787-9 Block B and C Aircraft

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BOEING PROPRIETARY

Enclosure 11

WORD_BLACKSMALLLOGO

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/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		January 15, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President


	SA-6
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BOEING PROPRIETARY

Enclosure 12

The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HAZ-PA-03659-LA-1301080R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject:	Special Matters – 787-9 Block B Aircraft and 787-9 Block C 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 ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1301080 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 three (3) 787-9 Block B Aircraft identified in Table 1B to the Purchase Agreement and the one (1) 787-9 Block C Aircraft identified in Table 1D to the Purchase Agreement (the 787-9 Block B and C Aircraft ).

1. Credit Memoranda .

1.1 Basic Credit Memorandum . At the time of delivery of each 787-9 Block B and C Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in the following amount:

Applicable Aircraft	Amount (U.S. Dollars)	Base Year
787-9 Block B Aircraft	[*]	[*]
787-9 Block C Aircraft	[*]	[*]

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 and C Aircraft prior to delivery of the 787-9 Block B and C Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer a Leasing Credit Memorandum, which under no circumstances may be assigned, in the following amount:.

Applicable Aircraft	Amount (U.S. Dollars)	Base Year
787-9 Block B Aircraft	[*]	[*]
787-9 Block C Aircraft	[*]	[*]

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


HAZ-PA-03659-LA-1301080R1	SA-6
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BOEING PROPRIETARY

Enclosure 12

WORD_BLACKSMALLLOGO

1.3 [*]

1.4 [*] :

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

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 787-9 Block B and C Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda are stated in U.S. Dollars and 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. [*]

3.1 [*]

3.2 [*]

4. [*]

4.1 [*]

4.2 [*]

5. [*]

5.1 [*]

5.2 [*]

6. [*]

6.1.1 [*]

6.1.2 [*]

6.1.3 [*]

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


HAZ-PA-03659-LA-1301080R1	SA-6
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BOEING PROPRIETARY

Enclosure 12

WORD_BLACKSMALLLOGO

[*]

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/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		January 15, 2016

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-1301080R1	SA-6
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BOEING PROPRIETARY

Enclosure 13

WORD_BLACKSMALLLOGO

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

HAZ-PA-03659-LA- 1301082R1

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 787-9 Block B Aircraft, 787-9 Block C Aircraft and 787-10 Block A Aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA- 1301082 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. [*]:

2.1 [*]

2.2 [*]

2.3 [*]

3. [*]

3.1 [*]

3.1.1 [*]

3.1.2 [*]

3.1.3 [*]

4. [*].

[*]

5. [*]

[*]

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

[*]		SA-6
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Enclosure 13

WORD_BLACKSMALLLOGO

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 cannot be assigned in whole or, in part.

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/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:		January 15, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy

Its	Executive Vice President

[*]		SA-6
	BOEING PROPRIETARY	Page 2

Enclosure 13

Attachment A to Letter Agreement HAZ-PA-03659-LA-1301082R1

[*]

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


	SA-6
[*]	Attachment A Page 1
BOEING PROPRIETARY

Enclosure 13

Attachment B to Letter Agreement HAZ-PA-03659-LA-1301082R1

[*]

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


	SA-6
[*]	Attachment B Page 1
BOEING PROPRIETARY

EXHIBIT10.22

Confidential Treatment Requested Pursuant to Rule 24b-2

Enclosure

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

HAZ-PA-03659-LA-1601083

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Special Matters Relating to In-Seat IFE Video Equipment [*]

Reference:	1. Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787 aircraft ( Aircraft )

	2. HAZ-PA-03659-LA-1501814 entitled “Installation of Cabin Systems Equipment”

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.

In-Flight Entertainment In-Seat Video Equipment Integration[*]

1.1. Certain optional features within the Aircraft configuration cause the In-Flight Entertainment ( IFE ) video equipment to be installed in the seats on the Aircraft. [*].

1.2. [ * ]

1.3. [*]

[*]

2.1. [*]

[*]

3.1. [*]

3.2. [ * ]

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

HAZ-PA-03659-LA-1601083	SA-7
Special Matters Relating to IFE [*]	Page 1
BOEING PROPRIETARY

Enclosure

3.3. [*]

Assignment .

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

Confidential Treatment.

5.1. Customer recognizes the terms of this Letter Agreement are not typically provided to other Customers, including Customer’s lessees, and Customer will take reasonable measures and work with Boeing to keep this information confidential from Customer’s lessees.

5.2. The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. By receiving this Letter Agreement, Boeing and the Customer agree to limit the disclosure of its contents to (a) their directors and officers, (b) employees of Boeing and the Customer with a need to know and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing and the Customer and (c) any auditors, financial advisors, attorneys and independent contractors of Customer or Boeing who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph, except as may be required by (i) applicable law of governmental regulation, or (ii) by Customer for obtaining the regulatory approvals required under the terms of this Letter Agreement. In connection with any disclosure for filing of this Letter Agreement, or the information contained herein pursuant to any such disclosure, the Parties will request and use their best reasonable efforts to obtain confidential treatment of the information contained herein and agree to cooperate with each other in making and supporting any request for confidential treatment.

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

HAZ-PA-03659-LA-1601083	SA-7
Special Matters Relating to IFE [*]	Page 2
BOEING PROPRIETARY

Enclosure

Very truly yours,


THE BOEING COMPANY

By		/s/ James E. Carpenter
Its		Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date: May 16, 2016

AIR LEASE CORPORATION

By	/s/ Grant Levy
Its	Executive Vice President

HAZ-PA-03659-LA-1601083	SA-7
Special Matters Relating to IFE [*]	Page 3
BOEING PROPRIETARY

Exhibit 10.3

SEVERANCE AGREEMENT

WHEREAS the Company and the Executive were party to an Employment Agreement which expired by its terms on June 30, 2016;

WHEREAS the Company and the Executive wish to extend the severance protections set forth in the Employment Agreement, on the terms and subject to the conditions set forth herein;

2. At-Will Employment . The Company and the Executive acknowledge that the Executive’s employment will be at-will.

4. Certain Terminations of Employment .

4.1 Termination by the Company for Cause; Termination by the Executive without Good Reason .

benefits earned and accrued prior to the termination of employment (and reimbursement for expenses incurred in accordance with Company policy prior to the date of termination), to be paid by the thirtieth (30 th ) day following the date of termination, and (ii) any annual bonus earned with respect to a calendar year completed during the Term but not yet paid, to be paid by March 15 of the calendar year following the calendar year to which such bonus relates.

4.2 Termination by the Company without Cause; Termination by the Executive for Good Reason.

(a) For purposes of this Severance Agreement, “ Good Reason ” shall mean, unless otherwise consented to by the Executive,

(ii) a reduction in the Executive’s then current annual salary (currently $1,000,000 per annum); or

(iii) the relocation of the Executive’s office to more than thirty-five (35) miles from the Executive’s then current office location.

occurred, (x) subject to the Executive’s valid election to continue healthcare coverage under applicable law, the Executive shall receive through the end of the Continuation Period, continuing coverage under the group health plans in which the Executive was participating at the time of termination of employment; provided , however , that (a) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Internal Revenue Code under Treasury Regulation Section 1.409A-1(a)(5), or (b) the Company is otherwise unable to continue to cover the Executive under its group health plans (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof), and (y) the Company shall continue to pay the premiums for the Executive’s group term life insurance through the end of the Continuation Period; or

5. Covenants of the Executive .

5.1 Covenant Against Competition; Other Covenants . The Executive acknowledges that (i) the principal business of the Company (which expressly includes for purposes

of, or a member of a group which controls, such entity and (C) the Executive does not, directly or indirectly, own five percent (5%) or more of any class of securities of such entity.

5.2 Rights and Remedies upon Breach .

(b) The Executive agrees that, in any action seeking specific performance or other equitable relief, he will not assert or contend that any of the provisions of this Section 5 are

6. Other Provisions .

6.3 Enforceability; Jurisdiction; Arbitration .

6.4 Section 409A of the Code .

(b) Any reimbursement pursuant to the provisions of this Severance Agreement will be paid no later than the last day of the calendar year following the calendar year in which the expense was incurred. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year will not affect the expenses eligible for reimbursement, or

in-kind benefits to be provided, in any other calendar year. Any reimbursement to be made or in-kind benefit to be provided pursuant to the provisions of this Severance Agreement is not subject to liquidation or exchange for another benefit.

(e) Each payment under this Severance Agreement shall be designated as a “separate payment” within the meaning of Section 409A.

effect as of the date of termination of the Executive’s employment provided for in Section 7872(f)(2)(A) of the Code.

(a) If to the Company, to:

Air Lease Corporation

2000 Avenue of the Stars

Suite 1000N

Los Angeles, California 90067

Attention: Carol H. Forsyte

Executive Vice President, General Counsel, Corporate

Secretary and Chief Compliance Officer

Telephone : (310) 553-0555

Facsimile: (310) 553-0999

with a copy (which shall not constitute notice) to:

Munger, Tolles & Olson, LLP
355 South Grand Avenue
35th Floor
Los Angeles, California 90071
Attention:  Mark H. Kim
Telephone:  (213) 683-9144
Fax:  (213) 683-5144

(b) If to the Executive, to:

John L. Plueger
at the last known address provided to the Company
Telephone: (310) 476-8046
Facsimile: (310) 476-9542

Any such person may by notice given in accordance with this Section 6.5 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

6.10 Withholding . The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

6.16 Headings . The headings in this Severance Agreement are for reference only and shall not affect the interpretation of this Severance Agreement.

set forth in Section 4999 of the Internal Revenue Code (“ Excise Tax ”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such Excise Tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such Excise Tax will be the first benefit to be reduced. Notwithstanding the foregoing sentence, to the extent permitted by Code Sections 280G, 409A and 4999, the Executive may elect a different order of reduction. The Company shall appoint a nationally recognized accounting firm to make the determinations required under this Section 6.17 and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which right to a Payment is triggered (if requested at that time by

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have signed their names as of the date written below,

AIR LEASE CORPORATION



By:	//s// Carol Forsyte
	Name:	Carol H. Forsyte
	Title:	Executive Vice President, General
		Counsel, Corporate Secretary and Chief
		Compliance Officer

Dated: June 21, 2016

JOHN L. PLUEGER



By: //s// John L. Plueger

Dated: June 21, 2016

EXHIBIT A

GENERAL RELEASE

THE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

THE UNDERSIGNED, BENG AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

A- 1

IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

(A) HE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

(B) HE HAS TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND

(C) HE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.

IN WITNESS WHEREOF, the undersigned has executed this Release this ___ day of ___________, ____.

A- 2

Exhibit 10.4

Description of Future Compensation Arrangement between Air Lease Corporation

and Steven F. Udvar-Hazy, Executive Chairman of the Board of Directors

Air Lease Corporation (“Company”) has entered into compensation arrangements with Mr. Steven F. Udvar-Hazy in connection with his appointment to the position of Executive Chairman of the Board of Directors of the Company, effective July 1, 2016. The following compensation arrangement provides for payments to be made in the future.

Beginning in 2017, Mr. Udvar-Hazy’s target bonus opportunity percentage under the Company’s performance-based annual cash incentive plan will be increased from 100% to 120% of base salary, subject to achieving Company performance objectives to be determined by the Compensation Committee of the Board of Directors and he will no longer be eligible to participate in the Company’s Amended and Restated Deferred Bonus Plan.

EXHIBIT 10.7

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N° 1

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

AIR LEASE CORPORATION

As Buyer

AMENDMENT N°1 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N°1 (the “Amendment N°1”) dated 28th December 2012 is made BETWEEN:

AIRBUS S.A.S., a societe par actions simplifiee, created and existing under French law having its registered office at 1 Rand-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

and

AIR LEASE CORPORATION, a corporation organised and existing under the laws of the State of Delaware, U.S.A., having its principal place of business at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067, U.S.A. (the “Buyer”).

The Buyer and Seller together are referred to as the “Parties”.

WHEREAS:

B. The Buyer wishes to purchase and the Seller wishes to sell fourteen (14) incremental A320 NEO Family aircraft subject to the terms and conditions set out below.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [*]

1.1. The Buyer hereby [*] purchase the fourteen (14) [*] Aircraft [*] (the “Amdt 1 [*] Aircraft”).

1.2. [*]

For the avoidance of doubt, the Parties hereby agree that with respect to [*] provisions set forth in Paragraph 7 of Letter Agreement N°6 to the Agreement shall apply.

1.3. [*].

2. DELIVERY SCHEDULE

[ * ] the table in Clause 9.1 of the Agreement shall be deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

3. PREDELIVERY PAYMENTS

3.1. The Buyer and the Seller agree that, as of the date hereof, the Buyer has made and the Seller has received, with respect to the firmly ordered Aircraft, Predelivery Payments in an amount of [*] .

3.2. [*].

3.3. Any Predelivery Payments falling due on or before the date of [*] will be paid by the Buyer [*].

4. SUPPORT / TRAINING MATTERS

4.1. The Buyer and the Seller hereby agree that Appendix A to Clause 15 of the Agreement shall be deleted in its entirety and replaced as follows:

QUOTE

SELLER REPRESENTATIVE ALLOCATION

The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is defined hereunder.

1 The Seller will provide to the Buyer Seller Representative services at the Buyer’s main base or at other locations to be mutually agreed for the fleet of fifty (50) Aircraft shall be [*] in aggregate. This allocation shall be further assigned by the Buyer on a prorata basis to each of the Buyer’s Operators. [*]

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

2 For the sake of clarification, such Seller Representatives’ services will include initial [*].

3 The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, [*] .

UNQUOTE

4.2. The Buyer and the Seller hereby agree that Appendix A to Clause 16 of the Agreement shall be deleted in its entirety and replaced as follows:

QUOTE

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

APPENDIX “A” TO CLAUSE 16

TR AINING ALLOWANCE

For the avoidance of doubt, all quantities indicated below are the total quantities granted for the whole of the Buyer’s fleet of fifty (50) Aircraft firmly ordered, unless otherwise specified.

The contractual training courses defined in this Appendix A will be provided up to [*].

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A will be provided by the Seller within a period [*] after said Aircraft Delivery.

Any deviation to said training delivery schedule will be mutually agreed between the Buyer and the Seller.

1. FLIGHT OPERATIONS TRAINING

1.1. Flight Crew Training (standard transition course)

The Seller will provide flight crew training (standard transition course) [*] of the Buyer’s flight crews per firmly ordered Aircraft.

1.2. Flight Crew Line Initial Operating Experience

The Seller will provide to the Buyer pilot Instructor(s) [ * ] in total for the Buyer’s fleet of fifty (50) Aircraft firmly ordered [*].

Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of [*] present at any one time will be limited to [*].

1.3. Type Specific Cabin Crew Training Course

The Seller will provide to the Buyer [*] in total for the Buyer’s fleet of fifty (50) Aircraft firmly ordered.

2. PERFORMANCE / OPERATIONS COURSE(S)

The Seller will provide to the Buyer [*] in total for the Buyer’s fleet of fifty (50) Aircraft firmly ordered.

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

3. MAINTENANCE TRAINING

3.1. The Seller will provide to the Buyer [*] in total for the buyer’s fleet of fifty (50) Aircraft firmly ordered.

3.2. The Seller will provide to the Buyer [ * ] in total for the Buyer’s fleet of fifty (50) Aircraft firmly ordered.

4. TRAINEE DAYS ACCOUNTING

Trainee days are counted as follows:

4.1. For instruction at the Seller’s Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.

4.2. For instruction outside of the Seller’s Training Centers: one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of twelve (12) trainee days, except for structure maintenance training course(s).

4.3. For structure maintenance training courses outside the Seller’s Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.

4.4. For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or a minimum of six (6) trainee days.

UNQUOTE

5. INCONSISTENCY AND CONFIDENTIALITY

5.1. In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°1, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

5.2. This Amendment N  1, contains the entire agreement between the Parties in respect of the matters hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.

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

5.3. This Amendment N°1 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

6. COUNTERPARTS

This Amendment may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

7. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°1 as if the same were set out in full herein, mutatis mutandis.

IN WITNESS WHEREOF this Amendment N°1 was entered into the day and year first above written.

For and on behalf of		For and on behalf of


AIR LEASE CORPORATION		AIRBUS S.A.S.



Name:	/s/ Steven F. Udvar-Hazy	Name:	/s/ Christophe Mourey

Title: Chairman of the Board and Chief Executive Officer		Title: Senior Vice President Contracts

APPENDIX 1

DELIVERY SCHEDULE


CAC Id	Aircraft Rank	Scheduled Delivery Month		Aircraft Type	Engine Type
[ * ]	[*]	[*]	2016	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	2020	[*]	[*]

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

EXHIBIT 10.8

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N° 4

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Page 1 of 5

AMENDMENT N°4 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N°4 (the “ Amendment N°4 ”) dated on the 10th day of October 2014 is made

BETWEEN:

and

The Buyer and Seller together are referred to as the “ Parties ”.

WHEREAS:

B. The Buyer and the Seller have signed an amendment No. 1 to the Agreement on the 28 th December 2012 for the manufacture and sale by the Seller and purchase by the Buyer of fourteen (14) incremental A320 NEO Family referred to as “ Amendment N°1 ”.

C. The Seller and the Buyer have signed an amendment No. 2 to the Agreement on 14 th July 2014 to (i) [ * ] and (ii) [*] referred to as “ Amendment N°2 ”.

D. The Seller and the Buyer have signed an amendment No. 3 to the Agreement on 14 th July 2014 for the manufacture and sale by the Seller and purchase by the Buyer of sixty (60) firm incremental A320 NEO Family aircraft hereinafter together with its Exhibits and Letter Agreements and as further amended from time to time referred to as the “ Amendment N°3 ”.

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

Page 2 of 5

E. The Seller and the Buyer wish to [*].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°4. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [ * ]

[*]

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

Page 3 of 5

2. INCONSISTENCY AND CONFIDENTIALITY

2.1 In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N°4, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

2.2 This Amendment N°4, reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.

2.3 This Amendment N°4 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

3. COUNTERPARTS

T his Amendment may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

4. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N°4 as if the same were set out in full herein, mutatis mutandis.

Page 4 of 5

IN WITNESS WHEREOF this Amendment N°4 was entered into the day and year first above written.

For and on behalf of		For and on behalf of

AIR LEASE CORPORATION		AIRBUS S.A.S.


/s/ Grant Levy		/s/ Christophe Mourey
Name Grant Levy		Name Christophe Mourey


Title Executive Vice President		Title Senior Vice President Contracts

Page 5 of 5

EXHIBIT 10.9

Confidential Treatment
Requested Pursuant to Rule 24b-2

AMENDMENT N° 6

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

AMENDMENT N° 6 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N° 6 (the “Amendment N° 6”) dated March 18, 2015 is made

BETWEEN:

and

AIR LEASE CORPORATION, a corporation organised and existing under the laws of the State of Delaware, U.S.A., having its principal place of business at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067, U.S.A. (the “Buyer”).

The Buyer and Seller together are referred to as the “Parties”.

WHEREAS:

A. The Buyer and the Seller have signed a purchase agreement with reference CLC CT1103377 on the 10th May 2012 for the manufacture and sale by the Seller and purchase by the Buyer of thirty-six (36) firm A320 NEO Family aircraft hereinafter together with its Exhibits and Letter Agreements and as further amended from time to time referred to as the “Agreement”.

B. The Buyer and the Seller have signed an amendment No. 1 to the Agreement on the 28th December 2012 for the manufacture and sale by the Seller and purchase by the Buyer of fourteen (14) incremental A320 NEO Family aircraft referred to as “Amendment N°1”.

C. The Seller and the Buyer have signed an amendment No. 2 to the Agreement on the 14th of July 2014 to (i) [ * ] and (ii) [*] referred to as “Amendment N°2”.

D. The Buyer and the Seller have signed an amendment No. 3 to the Agreement on 14th July 2014 for the manufacture and sale by the Seller and purchase by the Buyer of sixty (60) incremental A320 NEO Family aircraft (the “Amendment 3 NEO Aircraft”) referred to as “Amendment N°3”.

E. The Buyer and the Seller have signed an amendment No. 4 to the Agreement on 10th of October 2014 for [*] referred to as “Amendment N°4”.

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

F. The Buyer and the Seller have signed an amendment No. 5 to the Agreement on March 3rd 2015 for the cancellation of sixty (60) Amendment 3 NEO Aircraft and for the manufacture and sale by the Seller and purchase by the Buyer of ninety (90) incremental A321 NEO Family aircraft (the “Amendment 5 NEO Aircraft”) referred to as “Amendment N°5”.

G. The Parties now wish to [ * ] .

The terms “herein”, “hereof’ and “hereunder” and words of similar import refer to this Amendment N° 6. Capitalized terms used herein and not otherwise defined herein will have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

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

1. [ * ]

1.1. [*]

1.2. The Parties hereby agree to delete Paragraph 7 of Letter Agreement N°1 to the Amendment N° 5 in its entirety and to replace it by the following quoted text:

[*]

2. [*]

2.1. [*]

2.2. [*] the table in Clause 9.1 of the Agreement, as may have been amended from time to time, will be deleted in its entirety and replaced by the one set forth in Appendix 1 hereto.

2.3. [*], the Buyer hereby acknowledges and agrees that [*]:

(i) the CDF Date (as defined in the Agreement) shall be achieved not later than [*], and

(ii) the following customization milestones shall be achieved in the below indicated timeframe:

[*]

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

3. INCONSISTENCY AND CONFIDENTIALITY

3.1. In the event of any inconsistency between the terms and conditions of the Agreement and those of this Amendment N° 6, the latter shall prevail to the extent of such inconsistency, whereas the part of the Agreement not concerned by such inconsistency shall remain in full force and effect.

3.2. This Amendment N° 6 reflects the understandings, commitments, agreements, representations and negotiations related to the matters set forth herein whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.

3.3. This Amendment N° 6 shall be treated by both Parties as confidential and shall not be released in whole or in part to any third party without the prior consent of the other Party except as may be required by law, or to professional advisors for the implementation hereof.

4. COUNTERPARTS

This Amendment N° 6 may be executed by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

5. LAW AND JURISDICTION

The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N° 6 as if the same were set out in full herein, mutatis mutandis.

IN WITNESS WHEREOF this Amendment N° 6 was entered into the day and year first above written.

For and on behalf of		For and on behalf of



AIR LEASE CORPORATION		AIRBUS S.A.S.



By:	/s/ Grant Levy	By:	/s/ Christophe Mourey

Its: Executive Vice President		Its: Senior Vice President Contracts

APPENDIX 1

A320 NEO PA

CAC ID	Aircraft Rank	Delivery Date		Aircraft Type	Engine Type
[ * ]	[*]	[*]	2016	[*]	[*]
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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

CAC ID	Aircraft Rank	Delivery Date		Aircraft Type	Engine Type
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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

CAC ID	Aircraft Rank	Delivery Date		Aircraft Type	Engine Type
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[*]	[*]	[*]	2023	[*]	[*]

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

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


	Six Months Ended June 30,
(In thousands, except ratios)	2016	2015
	(unaudited)
Earnings:
Net income	$ 184,661	$ 95,450
Add:
Provision for income taxes	101,601	52,688
Fixed charges	158,572	149,924
Less:
Capitalized interest	(19,521)	(20,702)
Earnings as adjusted (A)	$ 425,313	$ 277,360
Fixed charges:
Interest expense	$ 138,699	$ 128,914
Capitalized interest	19,521	20,702
Interest factors of rents (1)	352	308
Fixed charges as adjusted (B)	$ 158,572	$ 149,924
Ratio of earnings to fixed charges ((A) divided by (B))	2.68	1.85

(1)

Estimated to be 1 / 3 of rent expense.

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND PRESIDENT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John L. Plueger, 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: August 4, 2016


	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President (Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF THE EXECUTIVE 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: August 4, 2016


	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND PRESIDENT 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 June 30, 2016 (the “Report”), I, John L. Plueger, Chief Executive Officer and President 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: August 4, 2016
	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President (Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION OF THE EXECUTIVE 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 June 30, 2016 (the “Report”), I, Gregory B. Willis, Executive 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: August 4, 2016
	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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