AIR LEASE CORP (Form: 10-Q, Received: 11/09/2017 16:28:11)

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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 September 30, 2017

☐ 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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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)		Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At November 8, 2017, there were 103,240,094 shares of Air Lease Corporation’s Class A common stock outstanding.

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Air Lease Corporation and Subsidiaries

Form 10-Q

For the Quarterly Period Ended September 30, 2017

T ABLE OF CONTENTS

		Page
Note About Forward-Looking Statements		3
PART I—FINANCIAL INFORMATION
Item 1	Financial Statements	4
	Consolidated Balance Sheets—September 30, 2017 and December 31, 2016 (unaudited)	4
	Consolidated Statements of Income—Three and Nine Months Ended September 30, 2017 and 2016 (unaudited)	5
	Consolidated Statement of Shareholders' Equity—Nine Months Ended September 30, 2017 (unaudited)	6
	Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2017 and 2016 (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	29
Item 4	Controls and Procedures	30
PART II—OTHER INFORMATION
Item 1	Legal Proceedings	30
Item 1A	Risk Factors	30
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3	Defaults Upon Senior Securities	30
Item 4	Mine Safety Disclosures	30
Item 5	Other Information	30
Item 6	Exhibits	31
	Signatures	32

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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 effectively oversee our managed fleet;

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, 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)


	September 30, 2017		December 31, 2016
	(unaudited)
Assets
Cash and cash equivalents	$	226,019	$	274,802
Restricted cash		19,411		16,000
Flight equipment subject to operating leases		14,397,998		13,597,530
Less accumulated depreciation		(1,725,061)		(1,555,605)
		12,672,937		12,041,925
Deposits on flight equipment purchases		1,551,750		1,290,676
Other assets		431,530		352,213
Total assets	$	14,901,647	$	13,975,616
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	232,399	$	256,775
Debt financing, net of discounts and issuance costs		9,237,320		8,713,874
Security deposits and maintenance reserves on flight equipment leases		850,363		856,335
Rentals received in advance		102,442		99,385
Deferred tax liability		823,540		667,060
Total liabilities	$	11,246,064	$	10,593,429
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 103,239,538 and 102,844,477 shares at September 30, 2017 and December 31, 2016, respectively		1,032		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		2,248,950		2,237,866
Retained earnings		1,405,601		1,143,311
Total shareholders’ equity	$	3,655,583	$	3,382,187
Total liabilities and shareholders’ equity	$	14,901,647	$	13,975,616

(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				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
	(unaudited)
Revenues
Rental of flight equipment	$	359,487	$	340,864	$	1,072,254	$	985,375
Aircraft sales, trading and other		17,278		14,237		45,655		63,193
Total revenues		376,765		355,101		1,117,909		1,048,568
Expenses
Interest		63,514		64,720		193,591		188,870
Amortization of debt discounts and issuance costs		6,959		8,081		22,388		22,630
Interest expense		70,473		72,801		215,979		211,500
Depreciation of flight equipment		127,553		113,251		377,952		333,962
Selling, general and administrative		19,262		19,874		65,677		59,929
Stock-based compensation		5,358		4,602		14,435		12,342
Total expenses		222,646		210,528		674,043		617,733
Income before taxes		154,119		144,573		443,866		430,835
Income tax expense		(54,931)		(51,297)		(158,816)		(152,898)
Net income	$	99,188	$	93,276	$	285,050	$	277,937

Net income per share of Class A and Class B common stock:
Basic	$	0.96	$	0.91	$	2.76	$	2.70
Diluted	$	0.90	$	0.86	$	2.59	$	2.55
Weighted-average shares outstanding
Basic		103,221,692		102,842,996		103,117,695		102,786,822
Diluted		111,709,545		110,788,913		111,558,125		110,737,889

(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, 2016	—	$	—	102,844,477	$	1,010	—	$	—	$	2,237,866	$	1,143,311	$	3,382,187
Cumulative effect adjustment upon adoption of ASU 2016-09	—		—	—		—	—		—		—		458		458
Issuance of common stock upon vesting of restricted stock units and upon exercise of options and warrants	—		—	533,208		22	—		—		2,249		—		2,271
Stock-based compensation	—		—	—		—	—		—		14,435		—		14,435
Cash dividends (declared $0.225 per share)	—		—	—		—	—		—		—		(23,218)		(23,218)
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(138,147)		—	—		—		(5,600)		—		(5,600)
Net income	—		—	—		—	—		—		—		285,050		285,050
Balance at September 30, 2017	—	$	—	103,239,538	$	1,032	—	$	—	$	2,248,950	$	1,405,601	$	3,655,583

(See Notes to Consolidated Financial Statements)

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Air Lease Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOW S

(In thousands)


	Nine Months Ended September 30,
	2017		2016
	(unaudited)
Operating Activities
Net income	$	285,050	$	277,937
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		377,952		333,962
Stock-based compensation		14,435		12,342
Deferred taxes		158,816		152,898
Amortization of debt discounts and issuance costs		22,388		22,630
Gain on aircraft sales, trading and other activity		(23,785)		(47,687)
Changes in operating assets and liabilities:
Other assets		(80,509)		(24,305)
Accrued interest and other payables		(5,768)		23,769
Rentals received in advance		3,057		9,933
Net cash provided by operating activities		751,636		761,479
Investing Activities
Acquisition of flight equipment under operating lease		(1,304,317)		(1,436,679)
Payments for deposits on flight equipment purchases		(565,343)		(641,737)
Proceeds from aircraft sales, trading and other activity		595,796		649,210
Acquisition of aircraft furnishings, equipment and other assets		(134,709)		(165,378)
Net cash used in investing activities		(1,408,573)		(1,594,584)
Financing Activities
Issuance of common stock upon exercise of options and warrants		2,214		—
Cash dividends paid		(23,191)		(15,413)
Tax withholdings on stock-based compensation		(5,600)		(5,890)
Net change in unsecured revolving facilities		670,000		298,000
Proceeds from debt financings		1,101,673		1,526,001
Payments in reduction of debt financings		(1,266,440)		(1,000,559)
Net change in restricted cash		(3,411)		(534)
Debt issuance costs		(4,164)		(4,362)
Security deposits and maintenance reserve receipts		173,879		153,151
Security deposits and maintenance reserve disbursements		(36,806)		(47,142)
Net cash provided by financing activities		608,154		903,252
Net (decrease)/increase in cash		(48,783)		70,147
Cash and cash equivalents at beginning of period		274,802		156,675
Cash and cash equivalents at end of period	$	226,019	$	226,822
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $33,618 and $30,137 at September 30, 2017 and 2016, respectively	$	252,806	$	224,420
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	$	398,024	$	642,417
Cash dividends declared, not yet paid	$	7,742	$	5,142

(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”), and leasing them to airlines throughout the world. 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. As of September 30, 2017, we owned a fleet of 236 aircraft, managed 51 aircraft and had 372 aircraft on order with the manufacturers.

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

The accompanying unaudited consolidated financial statements include all adjustments, including only normal, recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows at September 30, 2017, and for all periods presented. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the operating results expected for the year ending December 31, 2017. 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, 2016.

Stock-based compensation

Effective as of January 1, 2017, the Company adopted a change in accounting policy in accordance with Accounting Standards Update (“ASU”) 2016-09 (“ASU 2016-09”), “Compensation-Stock Compensation (Topic 718),” wherein all excess tax benefits and tax deficiencies related to employee stock compensation will be recognized within income tax expense on the Consolidated Statement of Income. Previously, only net tax deficiencies were recognized as tax expense. As a result of adopting ASU 2016-09, we recognized $1.7 million as a discrete item in income tax expense relating to stock-based compensation expense for tax deficiencies incurred during the three months ended March 31, 2017. We did not recognize any additional income tax expense for the three months ended September 30, 2017 from the adoption of ASU 2016-09. Additionally, in connection with the adoption of ASU 2016-09, the Company recorded excess tax benefits relating to prior periods of $0.5 million on a modified retrospective basis through a cumulative effect adjustment to retained earnings.

In addition, ASU 2016-09 requires excess tax benefits and deficiencies to be classified as operating activities on the Statement of Cash Flow. Previously, these items were classified as financing activities. We have elected to present the cash flow statement on a prospective transition method and there were no adjustments to the Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 as a result of this adoption.

Finally, ASU 2016-09 provides an accounting policy election to account for forfeitures as they occur or to account for forfeitures on an estimated basis. We elected to change our policy from estimating forfeitures to accounting for forfeitures as they are incurred. This change in accounting policy was made on a prospective basis.

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Note 3. Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606).” The amendments in ASU 2014-09 supersede most of the current revenue recognition requirements. The guidance provides a single comprehensive model for entities to use in accounting for revenue arising from contracts. The guidance specifically notes that lease contracts with customers are a scope exception however, the standard impacts accounting for our revenue other than lease revenue. ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2017 for public entities, including interim periods within that reporting period, and is required to be applied using either a full retrospective approach or a modified retrospective approach. Early adoption is only permitted as of reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard will not have a material impact on our consolidated financial statements and will not have an impact on our historical consolidated financial statements. We plan to adopt the guidance effective January 1, 2018.

In February 2016, the FASB issued 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. According to the guidance, accounting for leases by lessors would remain basically unchanged from the current existing concepts. 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 noted that Lessor accounting is similar to the current model but the guidance will impact us in scenarios where we are the Lessee. We are currently evaluating this guidance but do not believe that the adoption of the standard will have a material impact on our consolidated financial statements.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-01 (“ASU 2017-01”), “Business Combinations (Topic 805).” The amendments in ASU 2017-01 provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 will be effective for annual reporting periods beginning after December 15, 2017 for public entities. Early adoption is permitted. We have concluded our evaluation of this guidance and determined that the standard will not have an impact on our financial statements.

Note 4. Debt Financing

The Company’s debt financing was comprised of the following at September 30, 2017 and December 31, 2016 (dollars in thousands):


	September 30, 2017		December 31, 2016
Unsecured
Senior notes	$	6,919,871	$	6,953,343
Revolving credit facility		1,436,000		766,000
Term financings		211,782		211,346
Convertible senior notes		199,985		199,995
Total unsecured debt financing		8,767,638		8,130,684
Secured
Term financings		511,353		619,767
Export credit financing		46,583		51,574
Total secured debt financing		557,936		671,341

Total debt financing		9,325,574		8,802,025
Less: Debt discounts and issuance costs		(88,254)		(88,151)
Debt financing, net of discounts and issuance costs	$	9,237,320	$	8,713,874

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The Company’s secured obligations as of September 30, 2017 and December 31, 2016 are summarized below (dollars in thousands):


	September 30, 2017		December 31, 2016
Nonrecourse	$	215,165	$	245,155
Recourse		342,771		426,186
Total secured debt financing	$	557,936	$	671,341
Number of aircraft pledged as collateral		21		25
Net book value of aircraft pledged as collateral	$	1,197,399	$	1,421,657

Senior unsecured notes

As of September 30, 2017, the Company had $6.9 billion in senior unsecured notes outstanding. As of December 31, 2016, the Company had $7.0 billion in senior unsecured notes outstanding.

On June 12, 2017, the Company issued $600.0 million in aggregate principal amount of senior unsecured notes due 2022 that bear interest at a rate of 2.625%.

On March 8, 2017, the Company issued $500.0 million in aggregate principal amount of senior unsecured notes due 2027 that bear interest at a rate of 3.625%.

Unsecured revolving credit facility

In November 2017, the Company executed a commitment increase to its unsecured revolving credit facility. This increased the aggregate facility capacity by $50.0 million to $3.8 billion.

In May 2017, the Company amended and extended its unsecured revolving credit facility whereby, among other things, the Company extended the final maturity date from May 5, 2020 to May 5, 2021 and increased the total revolving commitments to approximately $3.7 billion from approximately $3.5 billion with an interest rate of LIBOR plus 1.05% with a 0.20% facility fee. Lenders hold revolving commitments totaling approximately $3.1 billion that mature on May 5, 2021, commitments totaling approximately $217.7 million that mature on May 5, 2020, commitments totaling $290.0 million that mature on May 5, 2019, and commitments totaling $55.0 million that mature on May 5, 2018.

The total amount outstanding under our unsecured revolving credit facility was approximately $1.4 billion and $766.0 million as of September 30, 2017 and December 31, 2016, respectively.

Maturities

Maturities of debt outstanding as of September 30, 2017 are as follows (in thousands):


Years ending December 31,

2017	$	39,677
2018		1,565,765
2019		1,091,216
2020		1,258,535
2021		2,345,679
Thereafter		3,024,702
Total	$	9,325,574

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Note 5. Commitments and Contingencies

As of September 30, 2017 and through November 9, 2017, the Company had commitments to acquire a total of 372 new aircraft scheduled to deliver through 2023 as follows:


Aircraft Type	2017	2018	2019	2020	2021	Thereafter	Total
Airbus A321-200	—	2	—	—	—	—	2
Airbus A320/321neo (1)	2	18	32	26	22	44	144
Airbus A330-900neo	—	7	5	5	5	5	27
Airbus A350-900/1000	2	4	2	7	9	—	24
Boeing 737-7/8/9 MAX	2	12	27	27	35	27	130
Boeing 787-9/10	2	7	12	9	7	8	45
Total (2)	8	50	78	74	78	84	372

(1)

Our Airbus A320/321neo aircraft orders include 55 long-range variants.

(2)

In addition to the aircraft from our orderbook, we have commitments to purchase five used Boeing 737-800 aircraft from an airline which are scheduled for delivery in 2017.

Airbus has informed us to expect several month delivery delays relating to aircraft scheduled for delivery in 2017 and 2018. The delays have been reflected in our commitment schedules above. Our leases contain lessee cancellation clauses related to aircraft delivery delays, typically for aircraft delays greater than one year. Our purchase agreements contain similar clauses. As of November 9, 2017, none of our lease contracts are subject to cancellation.

Commitments for the acquisition of these aircraft and other equipment at an estimated aggregate purchase price (including adjustments for inflation) of approximately $28.1 billion at September 30, 2017 and through November 9, 2017 are as follows (in thousands):


Years ending December 31,

2017	$	998,592
2018		4,444,854
2019		5,732,940
2020		5,989,309
2021		5,859,304
Thereafter		5,063,064
Total	$	28,088,063

We have made non-refundable deposits on the aircraft for which we have commitments to purchase of $1.6 billion and $1.3 billion as of September 30, 2017 and December 31, 2016, respectively, which are subject to manufacturer performance commitments. If we are unable to satisfy our purchase commitments, we may forfeit our deposits. Further, we would be subject to breach of contract claims by our lessees and manufacturers.

As of September 30, 2017, 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.

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 September 30, 2017, 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 nine

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months ended September 30, 2017, 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 1,085,559 and 994,001 shares related to restricted stock units for which the performance metric had yet to be achieved as of September 30, 2017 and 2016, 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 September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Basic net income per share:
Numerator
Net income	$	99,188	$	93,276	$	285,050	$	277,937
Denominator
Weighted-average common shares outstanding		103,221,692		102,842,996		103,117,695		102,786,822
Basic net income per share	$	0.96	$	0.91	$	2.76	$	2.70
Diluted net income per share:
Numerator
Net income	$	99,188	$	93,276	$	285,050	$	277,937
Assumed conversion of convertible senior notes		1,426		1,472		4,263		4,382
Net income plus assumed conversions	$	100,614	$	94,748	$	289,313	$	282,319
Denominator
Number of shares used in basic computation		103,221,692		102,842,996		103,117,695		102,786,822
Weighted-average effect of dilutive securities		8,487,853		7,945,917		8,440,430		7,951,067
Number of shares used in per share computation		111,709,545		110,788,913		111,558,125		110,737,889
Diluted net income per share	$	0.90	$	0.86	$	2.59	$	2.55

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 September 30, 2017 or December 31, 2016.

Financial Instruments Not Measured at Fair Value

The fair value of debt financing is estimated based on the quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities, which would be categorized as a Level 2 measurement in the fair value hierarchy. The estimated fair value of debt financing as of September 30, 2017 was $9.6 billion compared to a book value of $9.3 billion. The estimated fair value of debt financing as of December 31, 2016 was $8.9 billion compared to a book value of $8.8 billion.

The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet at September 30, 2017, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at September 30, 2017 approximates their carrying value as reported on the consolidated balance sheet. The fair value of all these instruments would be categorized as Level 1 in 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 September 30, 2017, the number of stock options (“Stock Options”) and restricted stock units (“RSUs”) remaining under the 2014 Plan is approximately 5,769,256, which includes 769,256 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

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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 $5.4 million and $4.6 million of stock-based compensation expense related to RSUs for the three months ended September 30, 2017 and 2016, respectively. The Company recorded $14.4 million and $12.3 million of stock-based compensation expense related to RSUs for the nine months ended September 30, 2017 and 2016, respectively.

Stock Options

A summary of stock option activity for the nine month period ended September 30, 2017 follows:


				Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Shares	Price		(in years)	(in thousands)(1)
Balance at December 31, 2016	3,308,158	$	20.40	3.50	$	46,086
Granted	—	$	—	—	$	—
Exercised	(97,500)	$	22.71	—	$	1,618
Forfeited/canceled	—	$	—	—	$	—
Balance at September 30, 2017	3,210,658	$	20.33	2.74	$	71,569
Vested and exercisable as of September 30, 2017	3,210,658	$	20.33	2.74	$	71,569

(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 September 30, 2017. As a result, there was no stock-based compensation expense related to Stock Options for the three and nine months ended September 30, 2017 and 2016.

The following table summarizes additional information regarding exercisable and vested stock options at September 30, 2017:



	Stock Options Exercisable
	and Vested
		Weighted-
		Average
	Number of	Remaining Life
Range of exercise prices	Shares	(in years)
$20.00	3,090,658	2.71
$28.80	120,000	3.57
$20.00 - $28.80	3,210,658	2.74

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 time based and book value RSUs is determined based on the closing market price of the Company’s Class A common stock on the date of grant, while the fair value of TSR RSUs is determined at the grant date using a Monte Carlo simulation model. Included in the Monte Carlo simulation model were certain assumptions regarding a number of highly complex and subjective variables, such as expected volatility, risk-free interest rate and expected dividends. To appropriately value the award, the risk-free interest rate is estimated for the time period from the valuation date until the vesting date and the historical volatilities were estimated based on a historical timeframe equal to the time from the valuation date until the end date of the performance period.

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During the nine months ended September 30, 2017, the Company granted 505,545 RSUs of which 228,938 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2017:


	Unvested Restricted Stock Units
		Weighted-Average
		Grant-Date
	Number of Shares	Fair Value
Unvested at December 31, 2016	1,129,045	$	37.47
Granted	505,545	$	45.05
Vested	(311,259)	$	37.43
Forfeited/canceled	(103,364)	$	48.27
Unvested at September 30, 2017	1,219,967	$	39.71

As of September 30, 2017, there was $21.6 million of unrecognized compensation cost related to unvested RSUs granted to employees. Total unrecognized compensation cost will be recognized over a weighted-average remaining period of 1.87 years.

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 Global Capital (US) LP (‘‘Napier Park’’) to participate in a joint venture and formed 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 incurred $0.3 million of losses and recognized $0.8 million of gains on the sale of aircraft to Blackbird during the nine months ended September 30, 2017 and September 30, 2016, respectively. On each of September 30, 2017 and December 31, 2016, the amounts due from Blackbird to the Company were $0.7 million. The Company's investment in Blackbird was $31.9 million and $25.1 million as of September 30, 2017 and December 31, 2016, respectively, and is recorded in other assets on the Consolidated Balance Sheet.

On August 1, 2017, 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 and formed Blackbird Capital II, LLC (‘‘Blackbird II’’) 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 II is 9.5% and will be accounted for as an investment under the equity method of accounting. The Company recognized $1.8 million of gains on the sale of aircraft to Blackbird II during the three and nine months ended September 30, 2017. The Company's investment in Blackbird II was $3.1 million as of September 30, 2017.

Note 10. Flight Equipment Held for Sale

As of September 30, 2017, we had one aircraft, with a carrying value of $42.5 million, which was held for sale and included in flight equipment subject to operating leases on the Consolidated Balance Sheet. We expect to complete the sale of the aircraft in the fourth quarter of 2017. We cease recognition of depreciation expense once an aircraft is classified as held for sale. As of December 31, 2016, we had six aircraft, with a carrying value of $163.4 million, held for sale and included in flight equipment subject to operating leases on the Consolidated Balance Sheet.

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Note 11. Subsequent Events

On November 8, 2017, our board of directors approved a quarterly cash dividend of $0.10 per share on our outstanding common stock. The dividend will be paid on January 4, 2018 to holders of record of our common stock as of December 14, 2017.

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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 aircraft 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 nine months ended September 30, 2017, we purchased and took delivery of 22 aircraft from our new order pipeline, purchased six incremental aircraft and sold 29 aircraft, ending the period with a total of 236 aircraft with a net book value of $12.7 billion. The weighted average lease term remaining on our operating lease portfolio was 6.8 years and the weighted average age of our fleet was 3.7 years as of September 30, 2017. Our fleet grew by 5.2% based on net book value of $12.7 billion as of September 30, 2017 compared to $12.0 billion as of December 31, 2016. In addition, our managed fleet increased to 51 aircraft as of September 30, 2017 from 30 aircraft as of December 31, 2016. We have a globally diversified customer base comprised of 90 airlines in 55 countries. As of September 30, 2017, all of our aircraft in our operating lease portfolio were subject to lease, except for one aircraft, which is in transition to the follow-on lessee and is currently subject to a signed lease agreement.

In 2017, we entered into amendments and supplemental agreements to existing agreements with Airbus and Boeing to purchase 30 additional aircraft, consisting of 12 incremental A321neo aircraft, two A321-200 aircraft, two A330-900 aircraft, 12 737 MAX aircraft and two 787-9 aircraft. Deliveries of the aircraft are scheduled to commence in 2018 and continue through 2023. As of September 30, 2017, we had, in the aggregate, 372 aircraft on order with Boeing and Airbus for delivery through 2023.

We ended the third quarter of 2017 with $23.3 billion in committed minimum future rental payments. This includes $9.6 billion in contracted minimum rental payments on the aircraft in our existing fleet and $13.7 billion in minimum future rental payments related to aircraft which will deliver during the remainder of 2017 through 2021.

On May 3, 2017, we entered into an agreement to sell 19 aircraft to Thunderbolt Aircraft Lease Limited (‘‘Thunderbolt’’), a group of third party investors. We have no ownership in Thunderbolt. All of the aircraft in Thunderbolt's portfolio are managed by us for a fee. We sold 16 of the 19 aircraft to Thunderbolt during the quarter ended June 30, 2017 and we completed the sale of the remaining three aircraft to Thunderbolt during the quarter ended September 30, 2017.

On August 1, 2017, a wholly owned subsidiary of the Company entered into an agreement with a co-investment vehicle arranged by Napier Park Global Capital (US) LP (‘‘Napier Park’’) to participate in a joint venture and formed Blackbird Capital II, LLC (‘‘Blackbird II’’) 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 II is 9.5%.

Our total revenues for the quarter ended September 30, 2017 increased by 6.1% to $376.8 million, compared to the quarter ended September 30, 2016. This was comprised of rental revenues on our operating lease portfolio of $359.5 million and aircraft sales, trading and other revenue of $17.3 million.

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We ended the third quarter of 2017 with total debt outstanding, net of discounts and issuance costs, of $9.2 billion, of which 78.1% was at a fixed rate and 94.0% of which was unsecured. Our composite cost of funds decreased to 3.11% as of September 30, 2017 from 3.42% as of December 31, 2016.

Our net income for the quarter ended September 30, 2017 was $99.2 million compared to $93.3 million for the quarter ended September 30, 2016. Our diluted earnings per share for the quarter ended September 30, 2017 was $0.90 compared to $0.86 for the quarter ended September 30, 2016. Our pre-tax profit margin for the quarter ended September 30, 2017 was 40.9% compared to 40.7% for the quarter ended September 30, 2016. The increase in net income in the third quarter of 2017 as compared to 2016 was primarily due to an increase in our rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease.

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 $166.4 million for the three months ended September 30, 2017 compared to $157.3 million for the three months ended September 30, 2016. Our adjusted margin before income taxes for the three months ended September 30, 2017 was 44.2% compared to 44.3% for the three months ended September 30, 2016. Adjusted diluted earnings per share before income taxes for the three months ended September 30, 2017 was $1.50 compared to $1.43 for the three months ended September 30, 2016. Adjusted net income before income taxes, adjusted margin 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 for a discussion of adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes as non-GAAP measures and reconciliation of these measures to net income.

On November 8, 2017, our Board of Directors approved an increase in our quarterly cash dividend of 33%, from $0.075 per share to $0.10 per share. The next quarterly dividend of $0.10 per share will be paid on January 4, 2018 to holders of record of our common stock as of December 14, 2017.

Our fleet

Portfolio metrics of our aircraft portfolio as of September 30, 2017 and December 31, 2016 are as follows:


	September 30, 2017			December 31, 2016
Aggregate fleet net book value	$	12.7	billion	$	12.0	billion
Weighted-average fleet age (1)		3.7	years		3.8	years
Weighted-average remaining lease term (1)		6.8	years		6.9	years

Owned fleet		236			237
Managed fleet		51			30
Order book		372			363

Current fleet contracted rentals	$	9.6	billion	$	9.4	billion
Committed fleet rentals	$	13.7	billion	$	14.4	billion
Total committed rentals	$	23.3	billion	$	23.8	billion

(1)

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

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The following table sets forth the net book value and percentage of the net book value of our aircraft portfolio operating in the indicated regions as of September 30, 2017 and December 31, 2016 (dollars in thousands):


	September 30, 2017				December 31, 2016
	Net Book				Net Book
Region	Value		% of Total		Value		% of Total

Europe	$	4,077,350	32.2	%	$	3,547,294	29.5	%
China		2,746,775	21.7	%		2,779,546	23.0	%
Asia (excluding China)		2,651,270	20.9	%		2,739,554	22.7	%
The Middle East and Africa		1,171,528	9.2	%		935,968	7.8	%
Central America, South America and Mexico		979,000	7.7	%		937,287	7.8	%
U.S. and Canada		605,312	4.8	%		647,743	5.4	%
Pacific, Australia and New Zealand		441,702	3.5	%		454,533	3.8	%
Total	$	12,672,937	100.0	%	$	12,041,925	100.0	%

The following table sets forth the number of aircraft we leased by aircraft type as of September 30, 2017 and December 31, 2016:


	September 30, 2017			December 31, 2016
	Number of			Number of
Aircraft type	Aircraft	% of Total		Aircraft	% of Total
Airbus A319-100	1	0.4	%	3	1.3	%
Airbus A320-200	40	17.0	%	44	18.6	%
Airbus A320-200neo	5	2.1	%	1	0.4	%
Airbus A321-200	29	12.3	%	31	13.1	%
Airbus A321-200neo	3	1.3	%	—	—	%
Airbus A330-200	16	6.8	%	17	7.2	%
Airbus A330-300	5	2.1	%	5	2.1	%
Boeing 737-700	3	1.3	%	8	3.4	%
Boeing 737-800	101	42.8	%	95	40.1	%
Boeing 767-300ER	1	0.4	%	1	0.4	%
Boeing 777-200ER	1	0.4	%	1	0.4	%
Boeing 777-300ER	24	10.2	%	22	9.3	%
Boeing 787-9	6	2.5	%	3	1.3	%
Embraer E190	1	0.4	%	6	2.4	%
Total	236	100.0	%	237	100.0	%

As of September 30, 2017 and through November 9, 2017, we had commitments to acquire a total of 372 new aircraft for delivery as follows:


Aircraft Type	2017	2018	2019	2020	2021	Thereafter	Total
Airbus A321-200	—	2	—	—	—	—	2
Airbus A320/321neo (1)	2	18	32	26	22	44	144
Airbus A330-900neo	—	7	5	5	5	5	27
Airbus A350-900/1000	2	4	2	7	9	—	24
Boeing 737-7/8/9 MAX	2	12	27	27	35	27	130
Boeing 787-9/10	2	7	12	9	7	8	45
Total (2)	8	50	78	74	78	84	372

(1)

Our Airbus A320/321neo aircraft orders include 55 long-range variants.

(2)

In addition to the aircraft from our orderbook, we have commitments to purchase five used Boeing 737-800 aircraft from an airline which are scheduled for delivery in 2017.

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As of September 30, 2017, 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.

Our lease placements are progressing in line with expectations. As of September 30, 2017 and through November 9, 2017, 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
2017	8	8	100.0	%
2018	50	48	96.0	%
2019	78	68	87.2	%
2020	74	28	37.8	%
2021	78	6	7.7	%
Thereafter	84	2	2.4	%
Total	372	160

Aircraft industry and sources of revenues

Our revenues are principally derived from operating leases with scheduled and charter airlines. In each of the last four calendar 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. The International Air Transport Association (“IATA”) expects 7.8 billion passengers to travel in 2036, a near doubling of the 4.0 billion air travelers expected to fly this year. The prediction is based on a 3.6% annual global traffic growth over the next 20 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.

From time to time, our airline customers face financial difficulties. In May 2017, Alitalia, an Italian airline, began the process to file a petition to begin an Extraordinary Administration proceeding in the Italian Bankruptcy Court. Extraordinary Administrative proceedings are aimed at enabling a debtor in financial difficulty to restructure its operations, including its debt, in order to continue its activities. While the Extraordinary Administrative proceeding is pending, the airline is permitted to operate and we understand that Alitalia intends to continue its normal operations. Alitalia operates four of our Airbus A330-200s. In October 2017, the Italian government granted an additional loan to Alitalia and extended the term for the sale of Alitalia and the repayment date of its loans to April 2018.

Since the filing of our quarterly report on Form 10-Q on August 3, 2017, three of our airline customers experienced financial difficulties. In August 2017, Air Berlin filed to commence insolvency proceedings under self-administration, and at the time of the filing, two A321-200 aircraft and one A320-200 aircraft from our fleet were on lease with Air Berlin. In September 2017, we learned that VIM Airlines was unlikely to continue as a going concern, and at the time of the filing, one Boeing 777-300ER from our fleet was on lease with VIM Airlines. Finally, in October 2017, Monarch Airlines filed for bankruptcy, and at the time of the filing, two Boeing 737-800 aircraft from our fleet were on lease with Monarch Airlines. We experienced good demand for these aircraft during the remarketing periods. As of November 9, 2017, we have entered into lease agreements or letters of intent for all of these aircraft and are in the process of transitioning these aircraft to follow-on lessees.

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 resulting in more variation in lease rates.

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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 third quarter of 2017 with total debt outstanding, net of discounts and issuance costs, of $9.2 billion compared to $8.7 billion as of December 31, 2016. Our unsecured debt increased to $8.8 billion as of September 30, 2017 from $8.1 billion as of December 31, 2016. Our unsecured debt as a percentage of total debt increased to 94.0% as of September 30, 2017 from 92.4% as of December 31, 2016.

Our cash flows from operations decreased slightly by 1.3% or $9.8 million, to $751.6 million for the nine months ended September 30, 2017 as compared to $761.5 million for the nine months ended September 30, 2016. Our cash flow used in investing activities was $1.4 billion for the nine months ended September 30, 2017, 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 $608.2 million for the nine months ended September 30, 2017, which resulted primarily from the issuance of unsecured notes during the first half of 2017, partially offset by the repayment of outstanding debt.

We ended the third quarter of 2017 with available liquidity of $2.5 billion which is comprised of unrestricted cash of $226.0 million and undrawn balances under our unsecured revolving credit facility of $2.3 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 2017 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.

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 certain 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, 2016.

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Debt

Our debt financing was comprised of the following at September 30, 2017 and December 31, 2016 (dollars in thousands):


	September 30, 2017			December 31, 2016
Unsecured
Senior notes	$	6,919,871		$	6,953,343
Revolving credit facility		1,436,000			766,000
Term financings		211,782			211,346
Convertible senior notes		199,985			199,995
Total unsecured debt financing		8,767,638			8,130,684
Secured
Term financings		511,353			619,767
Export credit financing		46,583			51,574
Total secured debt financing		557,936			671,341

Total debt financing		9,325,574			8,802,025
Less: Debt discounts and issuance costs		(88,254)			(88,151)
Debt financing, net of discounts and issuance costs	$	9,237,320		$	8,713,874
Selected interest rates and ratios:
Composite interest rate (1)		3.11	%		3.42	%
Composite interest rate on fixed-rate debt (1)		3.29	%		3.69	%
Percentage of total debt at fixed-rate		78.08	%		83.48	%

(1)

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

Senior unsecured notes

As of September 30, 2017, we had $6.9 billion in senior unsecured notes outstanding. As of December 31, 2016, we had $7.0 billion in senior unsecured notes outstanding.

On June 12, 2017, we issued $600.0 million in aggregate principal amount of senior unsecured notes due 2022 that bear interest at a rate of 2.625%.

On March 8, 2017, we issued $500.0 million in aggregate principal amount of senior unsecured notes due 2027 that bear interest at a rate of 3.625%.

Unsecured revolving credit facility

In November 2017, we executed a commitment increase to our unsecured revolving credit facility. This increased the aggregate facility capacity by $50.0 million to $3.8 billion.

In May 2017, we amended and extended our unsecured revolving credit facility whereby, among other things, we extended the final maturity date from May 5, 2020 to May 5, 2021 and increased the total revolving commitments to approximately $3.7 billion from approximately $3.5 billion with an interest rate of LIBOR plus 1.05% with a 0.20% facility fee. Lenders hold revolving commitments totaling approximately $3.1 billion that mature on May 5, 2021, commitments totaling approximately $217.7 million that mature on May 5, 2020, commitments totaling $290.0 million that mature on May 5, 2019, and commitments totaling $55.0 million that mature on May 5, 2018.

The total amount outstanding under our unsecured revolving credit facility was approximately $1.4 billion and $766.0 million as of September 30, 2017 and December 31, 2016, respectively.

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Credit ratings

Our investment-grade credit ratings help us to lower our cost of funds and broaden our access to attractively priced capital.

The following table summarizes our current credit ratings:


	Long-term	Corporate		Date of Last
Rating Agency	Debt	Rating	Outlook	Ratings Action
Fitch	BBB	BBB	Stable	July 24, 2017
Kroll Bond Rating Agency	A−	A−	Stable	December 16, 2016
Standard and Poor's	BBB	BBB	Stable	October 17, 2016

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.

Results of Operations

The following table presents our historical operating results for the three and nine month periods ended September 30, 2017 and 2016 (in thousands, except percentages and per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
		(unaudited)
Revenues
Rental of flight equipment	$	359,487		$	340,864		$	1,072,254		$	985,375
Aircraft sales, trading and other		17,278			14,237			45,655			63,193
Total revenues		376,765			355,101			1,117,909			1,048,568
Expenses
Interest		63,514			64,720			193,591			188,870
Amortization of debt discounts and issuance costs		6,959			8,081			22,388			22,630
Interest expense		70,473			72,801			215,979			211,500
Depreciation of flight equipment		127,553			113,251			377,952			333,962
Selling, general and administrative		19,262			19,874			65,677			59,929
Stock-based compensation		5,358			4,602			14,435			12,342
Total expenses		222,646			210,528			674,043			617,733
Income before taxes		154,119			144,573			443,866			430,835
Income tax expense		(54,931)			(51,297)			(158,816)			(152,898)
Net income	$	99,188		$	93,276		$	285,050		$	277,937

Net income per share of Class A and B common stock
Basic	$	0.96		$	0.91		$	2.76		$	2.70
Diluted	$	0.90		$	0.86		$	2.59		$	2.55

Other financial data
Pre-tax profit margin		40.9	%		40.7	%		39.7	%		41.1	%
Adjusted net income before income taxes (1)	$	166,436		$	157,256		$	479,739		$	460,557
Adjusted margin before income taxes (1)		44.2	%		44.3	%		43.0	%		44.1	%
Adjusted diluted earnings per share before income taxes (1)	$	1.50		$	1.43		$	4.34		$	4.20

(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 before income taxes (defined as adjusted net income before income taxes divided by total revenues, excluding insurance recoveries) and adjusted diluted earnings per share before income

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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 before income taxes 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 before income taxes 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 before income taxes 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 before income taxes and adjusted diluted earnings per share before income taxes do not reflect our cash expenditures or changes in our cash requirements for our working capital needs. In addition, our calculation of adjusted net income before income taxes, adjusted margin before income taxes and adjusted diluted earnings per share before income taxes may differ from the adjusted net income before income taxes, adjusted margin before income taxes 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 before income taxes (in thousands, except percentages):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(unaudited)						(unaudited)
Reconciliation of net income to adjusted net income before income taxes:
Net income	$	99,188		$	93,276		$	285,050		$	277,937
Amortization of debt discounts and issuance costs		6,959			8,081			22,388			22,630
Stock-based compensation		5,358			4,602			14,435			12,342
Insurance recovery on settlement		—			—			(950)			(5,250)
Provision for income taxes		54,931			51,297			158,816			152,898
Adjusted net income before income taxes	$	166,436		$	157,256		$	479,739		$	460,557
Reconciliation of denominator of adjusted margin before income taxes:
Total revenues	$	376,765		$	355,101		$	1,117,909		$	1,048,568
Insurance recovery on settlement		—			—			(950)			(5,250)
Total revenues, excluding insurance recovery on settlement	$	376,765		$	355,101		$	1,116,959		$	1,043,318
Adjusted margin before income taxes (1)		44.2	%		44.3	%		43.0	%		44.1	%

(1)

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

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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 September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(unaudited)				(unaudited)

Reconciliation of net income to adjusted diluted earnings per share before income taxes:
Net income	$	99,188	$	93,276	$	285,050	$	277,937
Amortization of debt discounts and issuance costs		6,959		8,081		22,388		22,630
Stock-based compensation		5,358		4,602		14,435		12,342
Insurance recovery on settlement		—		—		(950)		(5,250)
Provision for income taxes		54,931		51,297		158,816		152,898
Adjusted net income before income taxes	$	166,436	$	157,256	$	479,739	$	460,557
Assumed conversion of convertible senior notes		1,426		1,472		4,263		4,382
Adjusted net income before income taxes plus assumed conversions	$	167,862	$	158,728	$	484,002	$	464,939
Weighted-average diluted shares outstanding		111,709,545		110,788,913		111,558,125		110,737,889
Adjusted diluted earnings per share before income taxes	$	1.50	$	1.43	$	4.34	$	4.20

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Three months ended September 30, 2017, compared to the three months ended September 30, 2016

Rental revenue

As of September 30, 2017, we owned 236 aircraft at a net book value of $12.7 billion and recorded $359.5 million in rental revenue for the quarter then ended, which included overhaul revenue, net of amortization of initial direct costs, of $0.5 million. In the prior year, as of September 30, 2016, we owned 244 aircraft at a net book value of $11.9 billion and recorded $340.9 million in rental revenue for the quarter ended September 30, 2016, which included overhaul revenue, net of amortization of initial direct costs, of $2.3 million. The increase in rental revenue was primarily due to the increase in net book value of our operating lease portfolio to $12.7 billion as of September 30, 2017 from $11.9 billion as of September 30, 2016.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $17.3 million for the three months ended September 30, 2017 compared to $14.2 million for the three months ended September 30, 2016. During the quarter ended September 30, 2017, we recorded $6.6 million in gains from the sale of seven aircraft from our operating lease portfolio. During the quarter ended September 30, 2016, we recorded $10.0 million in gains from the sale of seven aircraft from our operating lease portfolio.

Interest expense

Interest expense totaled $70.5 million for the three months ended September 30, 2017 compared to $72.8 million for the three months ended September 30, 2016. The decrease was primarily due to a decrease in our composite cost of funds, partially offset by an increase in our debt balance. 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 $127.6 million in depreciation expense of flight equipment for the three months ended September 30, 2017 compared to $113.3 million for the three months ended September 30, 2016. The increase in depreciation expense for the three months ended September 30, 2017, compared to the three months ended September 30, 2016, is attributable to the acquisition of additional aircraft during the last twelve months.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $19.3 million for the three months ended September 30, 2017 compared to $19.9 million for the three months ended September 30, 2016. Selling, general and administrative expense as a percentage of total revenue decreased to 5.1% for the three months ended September 30, 2017 compared to 5.6% for the three months ended September 30, 2016. 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 35.6% and 35.5% for the three months ended September 30, 2017 and 2016, respectively.

Net income

For the three months ended September 30, 2017, we reported consolidated net income of $99.2 million, or $0.90 per diluted share, compared to a consolidated net income of $93.3 million, or $0.86 per diluted share, for the three months ended September 30, 2016. Net income increased in the third quarter of 2017 as compared to 2016, primarily due to an increase in our rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease.

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Adjusted net income before income taxes

For the three months ended September 30, 2017, we recorded adjusted net income before income taxes of $166.4 million, or $1.50 per diluted share before income taxes, compared to an adjusted net income before income taxes of $157.3 million, or $1.43 per diluted share before income taxes, for the three months ended September 30, 2016. The increase in adjusted net income before income taxes for the third quarter of 2017 compared to the third quarter of 2016 was primarily due to an increase in our rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease.

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.

Nine months ended September 30, 2017, compared to the nine months ended September 30, 2016

Rental revenue

As of September 30, 2017, we owned 236 aircraft at a net book value of $12.7 billion and recorded $1.1 billion in rental revenue for the nine months then ended, which included overhaul revenue, net of amortization of initial direct costs, of $3.1 million. In the prior year, as of September 30, 2016, we owned 244 aircraft at a net book value of $11.9 billion and recorded $985.4 million in rental revenue for the nine months ended September 30, 2016, which included overhaul revenue, net of amortization of initial direct costs, of $1.6 million. The increase in rental revenue was primarily due to the increase in net book value of our operating lease portfolio to $12.7 billion as of September 30, 2017 from $11.9 billion as of September 30, 2016.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $45.7 million for the nine months ended September 30, 2017 compared to $63.2 million for the nine months ended September 30, 2016. During the nine months ended September 30, 2017, we recorded $23.8 million in gains from the sale of 29 aircraft from our operating lease portfolio. In addition, we received insurance proceeds of $1.0 million during the nine months ended September 30, 2017 in connection with a litigation settlement. During the nine months ended September 30, 2016, we recorded $47.7 million in gains from the sale of 29 aircraft from our operating lease portfolio. In addition, we received insurance proceeds of $5.25 million during the nine months ended September 30, 2016 in connection with a litigation settlement.

Interest expense

Interest expense totaled $216.0 million for the nine months ended September 30, 2017 compared to $211.5 million for the nine months ended September 30, 2016. The change was primarily due to an increase in our average outstanding debt balances partially offset by the decrease in our average composite cost of funds. 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 $378.0 million in depreciation expense of flight equipment for the nine months ended September 30, 2017 compared to $334.0 million for the nine months ended September 30, 2016. The increase in depreciation expense for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, is attributable to the acquisition of additional aircraft.

Selling, general and administrative expenses

We recorded selling, general and administrative expenses of $65.7 million for the nine months ended September 30, 2017 compared to $59.9 million for the nine months ended September 30, 2016. Selling, general and administrative expense as a percentage of total revenue increased slightly to 5.9% for the nine months ended September 30, 2017 compared to 5.7% for the nine months ended September 30, 2016. The increase in selling, general and administrative

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expenses was primarily due to $3.3 million of transaction expenses incurred in 2017 related to the Thunderbolt transaction. 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 35.8% and 35.5% for the nine months ended September 30, 2017 and 2016, respectively. The increase in our effective tax rate was due to the adoption of ASU 2016-09 in the first quarter of 2017, which resulted in a discrete income tax expense item related to stock-based compensation of approximately $1.7 million as discussed in Note 2: Basis of Preparation, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net income

For the nine months ended September 30, 2017, we reported consolidated net income of $285.1 million, or $2.59 per diluted share, compared to a consolidated net income of $277.9 million, or $2.55 per diluted share, for the nine months ended September 30, 2016. Net income increased in the first nine months of 2017 as compared to 2016, this was primarily due to an increase in rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease, partially offset by a decrease in gains on aircraft sales, as well as the receipt of insurance proceeds in 2016 related to a legal settlement in 2015.

Adjusted net income before income taxes

For the nine months ended September 30, 2017, we recorded adjusted net income before income taxes of $479.7 million, or $4.34 per diluted share before income taxes, compared to an adjusted net income before income taxes of $460.6 million, or $4.20 per diluted share before income taxes, for the nine months ended September 30, 2016. The increase in adjusted net income before income taxes for the first nine months of 2017 compared to the first nine months of 2016 was primarily due to an increase in rental revenue resulting from an increase in the net book value of our fleet of aircraft subject to operating lease, partially offset by a decrease in gains on aircraft sales.

Contractual Obligations

Our contractual obligations as of September 30, 2017, are as follows (in thousands):


	2017		2018		2019		2020		2021		Thereafter		Total
Long-term debt obligations	$	39,677	$	1,565,765	$	1,091,216	$	1,258,535	$	2,345,679	$	3,024,702	$	9,325,574
Interest payments on debt outstanding (1)		49,498		260,424		209,968		172,260		133,112		739,706		1,564,968
Purchase commitments		998,592		4,444,854		5,732,940		5,989,309		5,859,304		5,063,064		28,088,063
Operating leases		649		2,926		3,232		3,111		2,946		6,804		19,668
Total	$	1,088,416	$	6,273,969	$	7,037,356	$	7,423,215	$	8,341,041	$	8,834,276	$	38,998,273

(1)

Future interest payments on floating rate debt are estimated using floating rates in effect at September 30, 2017.

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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, 2016. 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 our consolidated financial statements. Accordingly, there have been no material changes to critical accounting policies in the nine months ended September 30, 2017.

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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 $2.0 billion and $1.5 billion in floating-rate debt outstanding on each of September 30, 2017 and December 31, 2016. 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 $20.4 million and $14.5 million as of September 30, 2017 and December 31, 2016, respectively, on an annualized basis, which would put downward pressure on our operating margins. Further, as of September 30, 2017, 78.1% 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 September 30, 2017 and December 31, 2016, 1.0% 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 September 30, 2017. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at September 30, 2017.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2017 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

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 ended December 31, 2016.

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 Air Lease Corporation's Registration Statement on Form S-1 filed on January 14, 2011 (File No. 333-17173)).

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

10.1†	Amendment No. 7 to A350 Family Purchase Agreement, dated July 31, 2017, by and between Air Lease Corporation and Airbus S.A.S.

10.2†	Amendment No. 19 to A320 NEO Family Purchase Agreement, dated July 31, 2017, by and between Air Lease Corporation and Airbus S.A.S.

10.3†	Amendment No. 20 to A320 NEO Family Purchase Agreement, dated September 29, 2017, by and between Air Lease Corporation and Airbus S.A.S.

10.4†	Supplemental Agreement No. 14 to Purchase Agreement No. PA-03791, dated July 31, 2017, by and between Air Lease Corporation and The Boeing Company .

10.5†	Supplemental Agreement No. 15 to Purchase Agreement No. PA-03791, dated August 18, 2017, by and between Air Lease Corporation and The Boeing Company .

10.6†	Supplemental Agreement No. 8 to Purchase Agreement No. PA-03659, dated April 14, 2017, by and between Air Lease Corporation and The Boeing Company .

10.7†	Supplemental Agreement No. 9 to Purchase Agreement No. PA-03659, dated July 31, 2017, by and between Air Lease Corporation and The Boeing Company .

10.8	New Lender Supplement, dated November 6, 2017, to the Second Amended and Restated Credit Agreement, among Air Lease Corporation, as Borrower, the several lenders from time to time parties thereto, and JP Morgan Chase Bank, N.A., as Administrative Agent.

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


†	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


November 9, 2017	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President
	(Principal Executive Officer)


November 9, 2017	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT 10.1

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N°7

TO THE

A350 FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment Nº7 to the ALC A350XWB Family PA
Ref. CLC- CT1700108
Page 1/6

AMENDMENT N°7 TO THE

A350 FAMILY PURCHASE AGREEMENT

This amendment N°7 (the “ Amendment N°7 ) dated 31 July 2017 is made

BETWEEN:

AIRBUS S.A.S. , a French société par actions simplifiée with a share capital of EUR 3,226,781, with its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 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-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 [ * ] .

E. On 14 th April 2016, the Buyer and the Seller entered into an Amendment N°4 to the Purchase Agreement in order to (i) provide the terms by which the Seller shall manufacture and sell and the Buyer shall purchase one (1) incremental A350-900 Aircraft, and (ii) [*].

F. On 25 th May 2016, the Buyer and the Seller entered into an Amendment N°5 to the Purchase Agreement [*].

G. On 18 th July 2016, the Buyer and the Seller entered into an Amendment N°6 to the Purchase Agreement in order to, among other things, (i) address specifications issues for both A350-900 Aircraft and A350-1000 Aircraft, (ii) [*] and (iii) [*].

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

H. The Buyer and the Seller now wish to enter into this Amendment N°7 in order to [*].

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

Amendment Nº7 to the ALC A350XWB Family PA
Ref. CLC- CT1700108
Page 2/6

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 shall have the meanings assigned thereto in the Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

Amendment Nº7 to the ALC A350XWB Family PA
Ref. CLC- CT1700108
Page 3/6

1. [*]

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°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.

2.2 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.

2.3 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.

3. COUNTERPARTS

This 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.

4. LAW AND JURISDICTION

This Amendment N°7 will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

The provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°7 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.

Amendment Nº7 to the ALC A350XWB Family PA
Ref. CLC- CT1700108
Page 4/6

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.



/s/ Grant Levy		/s/ Christophe Mourey


By:	Grant Levy	By:	Christophe Mourey

Its:	Executive Vice President	Its:	Senior Vice President Contracts

Amendment Nº7 to the ALC A350XWB Family PA
Ref. CLC- CT1700108
Page 5/6

APPENDIX 1

CAC ID	Aircraft Rank	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.

Amendment Nº7 to the ALC A350XWB Family PA
Ref. CLC- CT1700108
Page 6/6

EXHIBIT 10.2

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N° 19

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment Nº19 to the ALC A320 NEO Family PA
Ref. CLC-CT1705527	Page 1/5

AMENDMENT N° 19 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment N° 19 (the “ Amendment N° 19 ”) dated 31 July 2017 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-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 “ Agreement ”.

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 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 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 No. 4 to the Agreement on 10 th of October 2014 [*] referred to as “ Amendment N°4 ”.

F. The Buyer and the Seller have signed an amendment N°5 to the Purchase Agreement on 3 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.

Amendment Nº19 to the ALC A320 NEO Family PA
Ref. CLC-CT1705527	Page 2/5

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 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 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 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 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 to [*], referred to as “ Amendment N°10 ”.

L. The Buyer and the Seller have signed an amendment N°11 on 2 June 2016 in order to [*], referred to as “ Amendment N°11 ”.

M. The Buyer and the Seller have signed an amendment n°12 on 17 August 2016 in order to, among other things, (i) introduce the new A321-200NX standard specification, [*], referred to as “ Amendment N°12 ”.

N. The Buyer and the Seller have signed an amendment N°13 on 20 December 2016 in order to [*], referred to as “ Amendment N°13 ”.

O. The Buyer and the Seller have signed an amendment N°14 on 3 March 2017 in order to, among other things, [*], referred to as “ Amendment N°14 ”.

P. The Buyer and the Seller have signed an amendment N°15 on 10 April 2017 in order to, among other things, [*], referred to as “ Amendment N°15 ”.

Q. The Buyer and the Seller have signed an amendment N°16 on 19 June 2017 in order to [*], referred to as “ Amendment N°16 ”.

R. The Buyer and the Seller have signed an amendment N°17 on 19 June 2017 in order to provide for the manufacture and sale of twelve (12) incremental A320 NEO Family aircraft, referred to as “ Amendment N°17 ”.

S. The Buyer and the Seller have signed an amendment N°18 on 12 July 2017 in order to amend certain terms of Amendment N°16, referred to as “ Amendment N°18 ”.

T. The Parties now wish to [*].

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N° 19. 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.

Amendment Nº19 to the ALC A320 NEO Family PA
Ref. CLC-CT1705527	Page 3/5

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. [ * ]

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° 19, 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° 19 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° 19 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

This Amendment N° 19 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

This Amendment N° 19 will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

The provisions of Clause 22.6 of the Agreement shall apply to this Amendment N° 19 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.

Amendment Nº19 to the ALC A320 NEO Family PA
Ref. CLC-CT1705527	Page 4/5

IN WITNESS WHEREOF this Amendment N° 19 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


By:	Grant Levy	By:	Christophe Mourey

Its:	Executive Vice President	Its:	Senior Vice President Contracts

Amendment Nº19 to the ALC A320 NEO Family PA
Ref. CLC-CT1705527	Page 5/5

LETTER AGREEMENT N°1A

Air Lease Corporation

Subject: [ * ]

AIR LEASE CORPORATION (the “ Buyer ") and AIRBUS S.A.S. (the “ Seller ") have entered into an Amendment N° 19 dated even date herewith (the “ Amendment ”) to the A320 NEO Family Purchase Agreement dated as of May 10th, 2012 (the “ Agreement ”). The Buyer and the Seller have agreed to set forth in this Letter Agreement N° 1A to the Amendment (the “ Letter Agreement ”) [*].

Capitalized terms used herein and not otherwise defined in this Letter Agreement shall have the meanings assigned thereto in the Agreement and the Amendment, except that solely for the purpose of this Letter Agreement, the term “ Aircraft ” shall mean [*].

Both parties agree that this Letter Agreement, upon execution thereof, shall constitute an integral, non-severable part of the Amendment and shall be governed by all its provisions, as such provisions have been specifically amended pursuant to this Letter Agreement.

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

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1A
Ref. CLC-CT1705527	Page 1/5

LETTER AGREEMENT N°1A

1 [*]

2 [*]

3 [*]

4 [*]

5 [*]

6 [*]

7 [*]

8 [*]

9 [*]

10 INCONSISTENCIES

In the event of any inconsistency between the terms of this Letter Agreement and the terms of the Amendment, the terms of this Letter Agreement shall prevail over the terms of the Amendment.

11 CONFIDENTIALITY

This Letter Agreement (and its existence) shall be treated by both parties as confidential and shall not be released (or revealed) in whole or in part to any third party without the prior consent of the other party. In particular, each party agrees not to make any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto without the prior consent of the other party.

[*]

12 ASSIGNMENT

[ * ]

13 LAW AND JURISDICTION

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

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1A
Ref. CLC-CT1705527	Page 2/5

LETTER AGREEMENT N°1A

This Letter Agreement will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

The provisions of Clause 22.6 of the Agreement shall apply to this Letter Agreement.

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1A
Ref. CLC-CT1705527	Page 3/5

LETTER AGREEMENT N°1A

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

Agreed and Accepted	Agreed and Accepted

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


Date: July 31, 2017

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1A
Ref. CLC-CT1705527	Page 4/5

LETTER AGREEMENT N°1A

APPENDIX A

[ * ]

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

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1A
Ref. CLC-CT1705527	Page 5/5

LETTER AGREEMENT N°1B

Air Lease Corporation

Subject: [ * ]

AIR LEASE CORPORATION (the “ Buyer ") and AIRBUS S.A.S. (the “ Seller ") have entered into an Amendment N° 19 dated even date herewith (the “ Amendment ”) to the A320 NEO Family Purchase Agreement dated as of May 10th, 2012 (the “ Agreement ”). The Buyer and the Seller have agreed to set forth in this Letter Agreement N° 1B to the Amendment (the “ Letter Agreement ”) [*].

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

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1B
Ref. CLC-CT1705527	Page 1/5

LETTER AGREEMENT N°1B

1 [*]

2 [*]

3 [*]

4 [*]

5 [*]

6 [*]

7 [*]

8 [*]

9 [*]

10 INCONSISTENCIES

In the event of any inconsistency between the terms of this Letter Agreement and the terms of the Agreement, the terms of this Letter Agreement shall prevail over the terms of the Agreement.

11 CONFIDENTIALITY

[*]

12 ASSIGNMENT

[ * ]

13 LAW AND JURISDICTION

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

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1B
Ref. CLC-CT1705527	Page 2/5

LETTER AGREEMENT N°1B

The provisions of Clause 22.6 of the Agreement shall apply to this Letter Agreement.

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1B
Ref. CLC-CT1705527	Page 3/5

LETTER AGREEMENT N°1B

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

Agreed and Accepted	Agreed and Accepted

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


Date: July 31, 2017

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1B
Ref. CLC-CT1705527	Page 4/5

LETTER AGREEMENT N°1B

APPENDIX A

[ * ]

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

Amendment Nº19 to the ALC A320 NEO Family PA
Letter Agreement N°1B
Ref. CLC-CT1705527	Page 5/5

EXHIBIT 10.3

Confidential Treatment

Requested Pursuant to Rule 24b-2

AMENDMENT N°20

TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

BETWEEN

AIRBUS S.A.S.

as Seller

and

AIR LEASE CORPORATION

As Buyer

Amendment Nº20 to the ALC A320 NEO Family PA	Page 1/5
Ref. CLC-CT1702387

AMENDMENT N°20 TO THE

A320 NEO FAMILY PURCHASE AGREEMENT

This amendment n°20 (the “ Amendment N°20 ”) dated 29 September 2017 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

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 10 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 referred to as the “ Purchase Agreement ”.

B. The Buyer and the Seller have signed an amendment N°1 to the Purchase Agreement on 28 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 14 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 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 October 2014 for [*] referred to as “ Amendment N°4 ”.

G. The Buyer and the Seller have signed an amendment N°6 to the Purchase Agreement on 18 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 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 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 April 2016 in order to [*] referred to as “ Amendment N°9 ”.

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

Amendment Nº20 to the ALC A320 NEO Family PA	Page 2/5
Ref. CLC-CT1702387

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

L. The Buyer and the Seller have signed an amendment N°11 on 2 June 2016 in order to [*] referred to as “ Amendment N°11 ”.

M. The Buyer and the Seller have signed an amendment n°12 on 17 August 2016 in order to, among other things, (i) introduce the new A321-200NX standard specification, [*] referred to as “ Amendment N°12 ”.

N. The Buyer and the Seller have signed an amendment N°13 on 20 December 2016 in order to [*] referred to as “Amendment N°13”.

O. The Buyer and the Seller have signed an amendment N°14 on 3 March 2017 in order to, among other things, [*] referred to as “ Amendment N°14 ”.

P. The Buyer and the Seller have signed an amendment N°15 on 10 April 2017 in order to, among other things, [*] referred to as “ Amendment N°15 ”.

Q. The Buyer and the Seller have signed an amendment N°16 on 19 June 2017 in order to [*] referred to as “ Amendment N°16 ”.

S. The Buyer and the Seller have signed an amendment N°18 on 12 July 2017 in order to amend certain terms of Amendment N°16, referred to as “ Amendment N°18 ”.

T. The Buyer and the Seller have signed an amendment N°19 on 31 July 2017 in order [*] referred to as “ Amendment N°19 ”.

U. The Parties now wish to enter into this Amendment N°20 in order to [*].

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

The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N°20. 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.

Amendment Nº20 to the ALC A320 NEO Family PA	Page 3/5
Ref. CLC-CT1702387

1. [*]

2. PRICE

[*]

3. ENGINE SELECTION

3.1 The Buyer requested in its notification sent on 30 March 2017 and the Seller agrees that [*] shall be equipped with [*].

4. PREDELIVERY PAYMENTS

[*]

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°20, 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°20 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.

5.3 This Amendment N°20 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 N°20 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

This Amendment N°20 will be governed by and construed and the performance thereof will be determined in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction.

The other provisions of Clause 22.6 of the Purchase Agreement shall apply to this Amendment N°20 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.

Amendment Nº20 to the ALC A320 NEO Family PA	Page 4/5
Ref. CLC-CT1702387

IN WITNESS WHEREOF this Amendment N°20 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


By:	Grant Levy	By:	Christophe Mourey

Its:	Executive Vice President	Its:	Senior Vice President Contracts

Amendment Nº20 to the ALC A320 NEO Family PA	Page 5/5
Ref. CLC-CT1702387

EXHIBIT 10.4

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 14

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of July 31, 2017 ( Supplemental Agreement No. 14 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer ).

All terms used but not defined in this Supplemental Agreement No. 14 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 desire to amend the Purchase Agreement to include the addition of seven (7) incremental 737-8 aircraft [*] ( Block E Aircraft ).

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to include the addition of five (5) incremental 737-7 aircraft [*] ( Block F Aircraft ).

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

WHEREAS, Boeing and Customer have agreed to [*]; and

WHEREAS, [*]; and

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

HAZ-PA-03791	1	SA-14

	BOEING PROPRIETARY

WHEREAS, [*]; and

WHEREAS, Customer agrees that the signing of this Supplemental Agreement No. 14 will occur concurrently with the signing of Supplemental Agreement No. 9 to Purchase Agreement No. 3659.

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. 14.

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. This new Table 1A reflects [*].

b. A new Table 1E is provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference. This new Table 1E [*].

c. A new Table 1F is provided hereto as Enclosure 4 and incorporated into the Purchase Agreement by this reference. This new Table 1F [*].

3. LETTER AGREEMENTS .

a. Letter Agreement HAZ-PA-03791-LA-1208078R3 titled Advance Payment Matters is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208078R4 provided hereto as Enclosure 5 and incorporated into the Purchase Agreement by this reference. This revised letter agreement incorporates the Block E Aircraft and Block F Aircraft.

b. Letter Agreement HAZ-PA-03791-LA-1208079 titled [*] is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208079R1 provided hereto as Enclosure 6 and incorporated into the Purchase Agreement by this reference. This revised letter agreement [*].

c. Letter Agreement HAZ-PA-03791-LA-1208083R2 titled [*] is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208083R3 provided hereto as Enclosure 7 and incorporated into the Purchase Agreement by this reference. This revised letter agreement incorporates the Block E Aircraft and Block F Aircraft [*].

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

HAZ-PA-03791	2	SA-14

	BOEING PROPRIETARY

d. Letter Agreement HAZ-PA-03791-LA-1208090R5 titled Special Matters is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R6, with a new title Special Matters for 737-8 and 737-9 Aircraft provided hereto as Enclosure 8 and incorporated into the Purchase Agreement by this reference. This new letter agreement provides terms and considerations for the Block E Aircraft and [*].

e. A new Letter Agreement HAZ-PA-03791-LA-1701714 titled Special Matters for 737-7 Aircraft is provided hereto as Enclosure 9 and incorporated into the Purchase Agreement by this reference. This new letter agreement provides [*].

f. A new Letter Agreement HAZ-PA-03791-LA-1704831 titled Special Matters [*] is provided hereto as Enclosure 10 and incorporated into the Purchase Agreement by this reference. This new letter agreement provides [*].

The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect. The terms of this Supplemental Agreement No. 14 expires if not executed by July 31, 2017.

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/ John L. Plueger

Its: Attorney-In-Fact	Its: CEO

Attachments

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

HAZ-PA-03791	3	SA-14

	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 [*]	SA-14
1B	737-9 Block B Aircraft Information Table [*]	SA-11
1C	737-8 Block C Aircraft Information Table [*]	SA-5
1D	737-8 Block D Aircraft Information Table[*]	SA-12
1E	737-8 Block E Aircraft Information Table [*]	SA-14
1F	737-7 Block F Aircraft Information Table [*]	SA-14

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	SA-9
CS1	Customer Support Variables
EE1	[*], Engine Warranty and Patent Indemnity
SLP1	Service Life Policy Components

LETTER AGREEMENTS
LA-1208077	AGTA Matters
LA-1208078 R4	Advance Payment Matters	SA-14
LA-1208079 R1	[*]	SA-14
LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083 R3	[*]	SA-14
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software

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

HAZ-PA-03791	i	SA-14

	BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


LA-1208087R1	Open Matters for 737-8 and 737-9 Aircraft	SA-4
LA-1208088	Performance Matters
LA-1208089R1	[*]	SA-4
LA-1208090 R6	Special Matters for 737-8 and 737-9 Aircraft	SA-14
LA-1208091	AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092	[*]
LA-1208958	[*]
LA-1208963	[*]	SA-4
LA-1209052	[*]
LA-1300032	[*]	SA-4
LA-1400773	[*]	SA-4
LA-1401489	[*]	SA-4
LA-1701519	Special Matters Related to [*]	SA-10
LA-1701714	Special Matters for 737-7 Aircraft	SA-14
LA-1704831	Special Matters Relating to [*]	SA-14

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

HAZ-PA-03791	ii	SA-14

	BOEING PROPRIETARY

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

Airframe Model/MTOW:	737-8		181200 pounds	Detail Specification:	D019A007-B (5/18/2012)
Engine Model/Thrust:	CFM-LEAP-1B		0 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]		Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]		Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]		Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

HAZ-PA-03791 60521, 63035		SA-14
		Page 1 of 4
	BOEING PROPRIETARY

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

HAZ-PA-03791 60521, 63035		SA-14
		Page 2 of 4
	BOEING PROPRIETARY

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

HAZ-PA-03791 60521, 63035		SA-14
		Page 3 of 4
	BOEING PROPRIETARY

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

HAZ-PA-03791 60521, 63035		SA-14
		Page 4 of 4
	BOEING PROPRIETARY

Enclosure 3

Table 1E To

Purchase Agreement No. PA-03791

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


Airframe Model/MTOW:	737-8		181,200 pounds	Detail Specification:	D019A008-N (6/10/2016)
Engine Model/Thrust:	CFMLEAP-1B25		25,000 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]		Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]		Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]		Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]

Deposit per Aircraft:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2022	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2022			[*]			[*]	[*]	[*]	[*]	[*]

Total:	7

[*]

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.


HAZ-PA-03791 104528-1F.TXT		SA-14
		Page 1
	BOEING PROPRIETARY

Enclosure 4

Table 1F To

Purchase Agreement No. PA-03791

737-7 Block F [*] Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	737-7		145,000 pounds	Detail Specification:	D019A008-N (6/10/2016)
Engine Model/Thrust:	CFMLEAP-1B21		23,000 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]		Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]		Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]		Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]

Deposit per Aircraft:		[*]

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

Total:	5

[*]

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.

HAZ-PA-03791 101124-1F.TXT
HAZ-PA-03791 101124-1F.TXT		SA-14
		Page 1
	BOEING PROPRIETARY

Enclosure 5

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1208078 R4

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Advance Payment Matters

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-8 and 737-9 aircraft ( Aircraft )

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

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

1. Deferred Advance Payment Schedule .

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

[*]

1.2 [*]

2. [*]

3. [*]

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


		SA-14
		Page 1
	BOEING PROPRIETARY

Enclosure 5

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,


THE BOEING COMPANY

By	/s/ James E. Carpenter

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


HAZ-PA-03791-LA-1208078 R4		SA-14
Advance Payment Matters		Page 2
	BOEING PROPRIETARY

Enclosure 5


Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO


HAZ-PA-03791-LA-1208078 R4		SA-14
Advance Payment Matters		Page 3
	BOEING PROPRIETARY

Enclosure 6

‑2207

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1208079 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [*]

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-7, 737-8 and 737-9 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.

1. [*]

2. [*]

3. [*]

4. [*]

5. [*]

6. [*]

7. Assignment .

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


HAZ-PA-03791-LA-1208079 R1		SA-14
[*]		Page 1
	BOEING PROPRIETARY

Enclosure 6

‑2207

8. Confidential Treatment .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 8) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 8. Customer shall be fully responsible to Boeing for compliance with such obligations.

Very truly yours,


THE BOEING COMPANY


By	/s/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO

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


HAZ-PA-03791-LA-1208079 R1		SA-14
[*]		Page 2
	BOEING PROPRIETARY

Enclosure 6

Attachment A

to Letter Agreement No. HAZ-PA-03791-LA-1208079

737-9 [*] Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	737-9		194,700 pounds	Detail Specification:	D019A007-B (5/18/2012)
Engine Model/Thrust:	CFM-LEAP-1B		0 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]		Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]		Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]		Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]

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

HAZ-PA-0379159874, 65354		SA-4
		Page 1 of 1
	BOEING PROPRIETARY

Enclosure 6

Attachment B

to Letter Agreement No. HAZ-PA-03791-LA-1208079

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


Airframe Model/MTOW:	737-8		181200 pounds	Detail Specification:	D019A008-N (6/10/2016)
Engine Model/Thrust:	CFM-LEAP-1B25		25000 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]		Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]		Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]		Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]

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


HAZ-PA-0379159874, 65354		SA-13
		Page 1 of 1
	BOEING PROPRIETARY

Enclosure 7

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03791-LA-1208083 R3

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.


		SA-14
		Page 1
	BOEING PROPRIETARY

Enclosure 7

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:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO

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


HAZ-PA-03791-LA-1208083 R3		SA-14
[*]		Page 2
	BOEING PROPRIETARY

Enclosure 7

Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R3

[*]

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


HAZ-PA-03791-LA-1208083R3		SA-14
[*]		Attachment A Page 1
	BOEING PROPRIETARY

Enclosure 7

Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R3


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


HAZ-PA-03791-LA-1208083 R3		SA-14
[*]		Attachment B Page 1
	BOEING PROPRIETARY

Enclosure 7


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


HAZ-PA-03791-LA-1208083 R3		SA-14
[*]		Attachment B Page 2
	BOEING PROPRIETARY

Enclosure 7


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


HAZ-PA-03791-LA-1208083 R3		SA-14
[*]		Attachment B Page 3
	BOEING PROPRIETARY

Enclosure 8

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1208090 R6

Air Lease Corporation

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

Subject: Special Matters for 737-8 and 737-9 Aircraft

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-8 and 737-9 aircraft ( Aircraft )

1. Credit Memoranda . In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or [*], unless otherwise noted, Boeing will provide to Customer the following credit memoranda:

1.1 Basic Credit Memorandum . Boeing will issue to Customer a basic credit memorandum ( Basic Credit Memorandum ) at delivery of each Aircraft or [*] in an amount shown in the table immediately below for the respective minor model [*].

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

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


		SA-14
		Page 1
	BOEING PROPRIETARY

Enclosure 8

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


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

1.3 [ * ]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

1.9 [*]

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


HAZ-PA-03791-LA-1208090 R6		SA-14
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	BOEING PROPRIETARY

Enclosure 8

1.10 [*]

1.11 [*]

1.12 [*]

1.13 [*]

1.14 [*]

1.15 [*]

1.16 [*]

1.17 [*]

1.18 [*]

1.19 [*]

1.20 [*]

1.21 [*]

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 [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or [*]. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or [*] at the time of delivery, or (ii) used for the

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


HAZ-PA-03791-LA-1208090 R6		SA-14
Special Matters		Page 3
	BOEING PROPRIETARY

Enclosure 8

purchase of other Boeing goods and services (but shall not be applied to advance payments).

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 [*] at time of delivery and leasing the Aircraft and [*]. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

4. Confidentiality .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 4) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 4. Customer shall be fully responsible to Boeing for compliance with such obligations.

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


HAZ-PA-03791-LA-1208090 R6		SA-14
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	BOEING PROPRIETARY

Enclosure 8

Very truly yours,

THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO


HAZ-PA-03791-LA-1208090 R6		SA-14
Special Matters		Page 5
	BOEING PROPRIETARY

Enclosure 9

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1701714

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Special Matters for 737-7 Aircraft (Block F)

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

1. Credit Memoranda .

In consideration of Customer’s purchase of five (5) 737-7 Aircraft ( Block F ), at the time of delivery of each Block F Aircraft, 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 Block F Aircraft in the amount of [*].

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Block F Aircraft 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 Block F Aircraft prior to delivery of each Block F Aircraft, Boeing will issue to Customer a leasing credit memorandum ( Leasing Credit Memorandum) in the amount of [*]. Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.

1.3 [*]

1.4 [*]

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


		SA-14
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	BOEING PROPRIETARY

Enclosure 9

1.5 [*]

1.6 [*]

2. Escalation of Credit Memoranda .

Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs [*] will be escalated from the base year indicated [*] to the scheduled month of the respective Block F Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Block F Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Block F 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. 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 Block F Aircraft at time of delivery and leasing the Block F Aircraft. 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.

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

HAZ-PA-03791-LA-1701714		SA-14
Special Matters for 737-7 Aircraft		Page 2
	BOEING PROPRIETARY

Enclosure 9

Very truly yours,

THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO

HAZ-PA-03791-LA-1701714		SA-14
Special Matters for 737-7 Aircraft		Page 3
	BOEING PROPRIETARY

Enclosure 10

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1704831

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Special Matters Relating to [*]

Reference: Purchase Agreement No. PA-03791 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 737-8 aircraft ( Aircraft )

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

1. [*]

2. Assignment .

Unless otherwise noted herein, the considerations described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer taking title to the Aircraft at time of delivery and becoming the owner of the Aircraft. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

3. Confidentiality .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 3) without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 3. Customer shall be fully responsible to Boeing for compliance with such obligations.

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

Special Matters Relating to [*]		SA-14
HAZ-PA-03791-LA-1704831		Page 1
	BOEING PROPRIETARY

Enclosure 10

Very truly yours,


THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO

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

Special Matters Relating to [*]		SA-14
HAZ-PA-03791-LA-1704831		Page 2
	BOEING PROPRIETARY

EXHIBIT 10.5

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 15

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of August 18, 2017 ( Supplemental Agreement No. 15 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer ).

All terms used but not defined in this Supplemental Agreement No. 15 have the same meaning as in the Purchase Agreement.

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

[*]

WHEREAS, Customer acknowledges [*]; and

WHEREAS, Customer has agreed [*].

WHEREAS, Customer and Boeing have agreed to responsibilities pertaining to [*].

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

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

HAZ-PA-03791	1	SA-15

	BOEING PROPRIETARY

1. Table of Contents .

2. TABLES

Table 1B is deleted in its entirety, replaced by a revised Table 1B provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference. This new Table 1B reflects the [ * ].

3. LETTER AGREEMENTS .

A new Letter Agreement HAZ-PA-03791-LA-1704362 titled [*] is provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.

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.

HAZ-PA-03791	2	SA-15

	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 [*]	SA-14
1B	737-9 Block B Aircraft Information Table [*]	SA-15
1C	737-8 Block C Aircraft Information Table [*]	SA-5
1D	737-8 Block D Aircraft Information Table [*]	SA-12
1E	737-8 Block E Aircraft Information Table [*]	SA-14
1F	737-7 Block F Aircraft Information Table [*]	SA-14

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	SA-9
CS1	Customer Support Variables
EE1	[*], Engine Warranty and Patent Indemnity
SLP1	Service Life Policy Components

LETTER AGREEMENTS
LA-1208077	AGTA Matters
LA-1208078R4	Advance Payment Matters	SA-14
LA-1208079R1	[*]	SA-14
LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate
LA-1208081	Other Matters
LA-1208082	Demonstration Flight Waiver
LA-1208083R3	[*]	SA-14
LA-1208084	Leasing Matters
LA-1208085	Liquidated Damages for Non-Excusable Delay
LA-1208086	Loading of Customer Software

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

HAZ-PA-03791	i	SA-15

	BOEING PROPRIETARY

Enclosure 1

LA-1208087R1	Open Matters for 737-8 and 737-9 Aircraft	SA-4
LA-1208088	Performance Matters
LA-1208089R1	[*]	SA-4
LA-1208090R6	Special Matters for 737-8 and 737-9 Aircraft	SA-14
LA-1208091	AGTA Term Revisions for 737-8 and 737-9 Aircraft
LA-1208092	[*]
LA-1208958	[*]
LA-1208963	[*]	SA-4
LA-1209052	[*]
LA-1300032	[*]	SA-4
LA-1400773	[*]	SA-4
LA-1401489	[*]	SA-4
LA-1701519	Special Matters Related to [*]	SA-10
LA-1701714	Special Matters for 737-7 Aircraft	SA-14
LA-1704831	Special Matters Relating to [*]	SA-14
LA-1704362	[*]	SA-15

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

HAZ-PA-03791	ii	SA-15

	BOEING PROPRIETARY

Enclosure 2

Table 1B

to Purchase Agrement No. PA-03791

737-9 Block B [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-9		194700 pounds	Detail Specification:	D019A007-B (5/18/2012)
Engine Model/Thrust:	CFM-LEAP-1B		0 pounds	Airframe Price Base Year/Escalation Formula:		[*]	[*]
Airframe Price:		[*]		Engine Price Base Year/Escalation Formula:		[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]		Base Year Index (ECI):		[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]		Base Year Index (CPI):		[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

HAZ-PA-0379160522-1F.TXT		SA-15
	BOEING PROPRIETARY	Page 1 of 2

Enclosure 2

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)	Lessee	Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]-2022			[*]			[*]	[*]	[*]	[*]	[*]

Total:	22

[*]

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.

HAZ-PA-0379160522-1F.TXT		SA-15
	BOEING PROPRIETARY	Page 2 of 2

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03791-LA-1704362

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 737-9 aircraft ( Aircraft )

Customer has requested and Boeing has agreed to deliver the Aircraft [*].

1. [*]

2. [*]

3. [*]

4. [*]

5. [*]

6. [*]

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

HAZ-PA-03791-LA-1704362
[*]		SA-15
[*]	BOEING PROPRIETARY	LA Page 1

7. Assignment .

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer purchasing the Aircraft. Customer can assign its rights and obligations as described in this Letter Agreement to the Lessee but not to any other person or entity, in whole or in part, without the prior written consent of Boeing.

8. Confidential Treatment.

Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as may be required by applicable law or governmental regulations, in which case Customer will request and use its best reasonable efforts to obtain confidential treatment of this Letter Agreement and the information contained herein.

Very truly yours,

THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 18, 2017

Air Lease Corporation.

By	/s/ Grant Levy

Its	Executive Vice President

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

HAZ-PA-03791-LA-1704362
[*]		SA-15
[*]	BOEING PROPRIETARY	LA Page 2

Attachment A

[*]

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

Attachment A

Attachment B

[*]

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

Attachment C

[*]

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

EXHIBIT 10.6

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 8

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of April 14, 2017, ( Supplemental Agreement No. 8 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 8 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; and

WHEREAS, Boeing and Customer agree to identify the configurations of the 787-9 Block A Aircraft and 787-9 Block C Aircraft designated 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

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

HAZ-PA-03659		SA-8
		i
BOEING PROPRIETARY

Agreement No. 8, which reflects the revisions set forth in this Supplemental Agreement No. 8.

2. TABLE 1 .

a. Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Information Table – Rolls Royce Engines , provided as Enclosure 2 to this Supplemental Agreement No. 8 and hereby incorporated into the Purchase Agreement. This Table 1A [ * ];

b. Table 1D to Purchase Agreement No. PA-03659, 787-9 Block C Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by Table 1D to Purchase Agreement No. PA-03659, 787-9 Block C Information Table – Rolls Royce Engines , provided as Enclosure 3 to this Supplemental Agreement No. 8 and hereby incorporated into the Purchase Agreement. This Table 1D [ * ];

3. EXHIBITS

Exhibit A3, HAZ/[ * ] 787-9 Aircraft Configuration , is added to the Purchase Agreement and is provided as Enclosure 4 to this Supplemental Agreement No. 8.

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.

HAZ-PA-03659		SA-8
		ii
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-8
HAZ-PA-03659		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
1A.	787-9 Block A Aircraft Information Table	SA-8
1B.	787-9 Block B Aircraft Information Table	SA-7
1C.	787-10 Block A Aircraft Information Table	SA-7
1D.	787-9 Block C Aircraft Information Table	SA-6
1E.	787-9 Block D Aircraft Information Table	SA-8

EXHIBIT
A1.	HAZ[*]787-9 Aircraft Configuration	SA-7
A2.	HAZ[*] 787-9 Aircraft Configuration	SA-7
A3.	HAZ [*] 787-9 Aircraft Configuration	SA-8



B.	Aircraft Delivery Requirements and Responsibilities	SA-2

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment Airframe and Optional Features	SA-2
BFE1.	BFE Variables	SA-7
CS1.	Customer Support Document	SA-7
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

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

		SA-8
HAZ-PA-03659		PA Page 2
BOEING PROPRIETARY

Enclosure 1


LETTER AGREEMENTS
LA-1104716R1	[*]	SA-2
LA-1104717R1	Demonstration Flight Waiver	SA-2
LA-1104718R1	[*]	SA-2
LA-1104719R1	Other Matters	SA-2
LA-1104720R4	Advance Payment Matters	SA-7
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
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-1104730R4	Open Configuration Matters	SA-7
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-1300864R2	Performance Guarantees – 787-9 Block B, C and D Aircraft	SA-7
LA-1301080R2	Special Matters – 787-9 Blocks B, C and D Aircraft	SA-7
LA-1301081	Special Matters – 787-10 Block A Aircraft	SA-2
LA-1301082R2	[*]	SA-7

LA-1301083	Promotional Support – 787-10 Aircraft	SA-2
LA-1301084	[*]	SA-2
LA-1302043	[*]	SA-2
LA-1302348R1	[*]	SA-2

LA-1601083	Special Matters Relating to In-Seat IFE [*]	SA-7
LA-1605597	[*]	SA-7

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

		SA-8
HAZ-PA-03659		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

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:		[*]

Escalation Estimate

Advance Payment Per Aircraft

Number

Manufacturer's

Escalation

Adv Payment

(Amts. Due/Mos. Prior to Delivery):

Delivery

Serial

Optional

P.A.

Engine

Factor

Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Price

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*] 2017

[*]

[*] 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-8
HAZ-PA-03659 72474-2F.TXT	Boeing Proprietary	Page 1

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 Estimate

Advance Payment Per Aircraft

Number

Manufacturer's

Escalation

Adv Payment

(Amts. Due/Mos. Prior to Delivery):

Delivery

Serial

Optional

P.A.

Engine

Factor

Base

[*]

Date

Aircraft

Number

Features Price

Exhibit A

Selection

Lessee

(Airframe)

(Engine)

Price Per A/P

[*]

[*]-2017*

[*]

Total:

[*]

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.

		SA-6
72672-1F.TXT	Boeing Proprietary	Page 1

Enclosure x

HAZ [*] 787-9 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Air Lease Corporation

Exhibit A3

to Purchase Agreement Number PA-03659

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

HAZ-PA-03659-EXA3		Page 1
	BOEING PROPRIETARY	SA-8

Enclosure x

Exhibit A3

AIRCRAFT CONFIGURATION

Dated , 2017

relating to

BOEING MODEL 787-9 AIRCRAFT

The Detail Specification is Boeing document number [ * ]. The Detail Specification provides further description of the configuration set forth in this Exhibit A3. Such Detail Specification will be comprised of Boeing configuration specification [ * ]. As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect [ * ]. [ * ].

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

HAZ-PA-03659-EXA3		Page 2
	BOEING PROPRIETARY	SA-8

Enclosure x

[ * ]

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

HAZ-PA-03659-EXA3		Page 3
	BOEING PROPRIETARY	SA-8

EXHIBIT 10.7

Confidential Treatment

Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 9

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of July 31, 2017, ( Supplemental Agreement No. 9 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 9 have the same meaning as in the Purchase Agreement;

WHEREAS, Customer has [ * ] as the lessee of the [*]; and

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

WHEREAS, Boeing and Customer agree that [*].

WHEREAS, Boeing and Customer agree [*]; and

WHEREAS, Boeing agrees to provide Customer [*]; and

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



HAZ-PA-03659		SA-9
		i

BOEING PROPRIETARY

WHEREAS, Customer agrees that the signing of this Supplemental Agreement No. 9 will occur concurrently with the signing of Supplemental Agreement No. 14 to Purchase Agreement No. 3791.

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. 9, which reflects the revisions set forth in this Supplemental Agreement No. 9.

2. TABLE 1 .

a. A revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines, provided as Enclosure 2 to this Supplemental Agreement No. 9 is hereby incorporated into the Purchase Agreement. This Table 1E (i) adds the one (1) [*] with [*] identified as the lessee and (ii) one (1) incremental 787-9 Block D Aircraft, both equipped with General Electric GEnx-1B74/75 engines.

b. A revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines , provided as Enclosure 2 to this Supplemental Agreement No. 9 is hereby incorporated into the Purchase Agreement. This Table 1E (i) adds the one (1) [*] and (ii) one (1) incremental 787-9 Block D Aircraft, both equipped with Rolls Royce Trent 1000-J engines.

3. SUPPLEMENTAL EXHIBITS

a. 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 3 to this Supplemental Agreement No. 9, which reflects the addition of Training Points for the one (1) [*] and one (1) incremental 787-9 Block D Aircraft.

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



HAZ-PA-03659		SA-9
		ii

BOEING PROPRIETARY

4. LETTER AGREEMENTS .

a. Letter Agreement LA-1301080R2, Special Matters – 787-9 Blocks B, C and D Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R3, Special Matters – 787-9 Blocks B, C and D Aircraft , provided as Enclosure 4 to this Supplemental Agreement No. 9, which reflects [*].

b. Letter Agreement LA-1104720R4, Advance Payment Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R5, Advance Payment Matters , provided as Enclosure 5 to this Supplemental Agreement No. 9 and incorporated into the Purchase Agreement by this reference. [*].

c. Letter Agreement HAZ-PA-03659-LA-1605597, [*] has been deleted in its entirety from the Purchase Agreement.

5. Expiration.

Unless expressly withdrawn, this Supplemental Agreement No. 9 will expire on July 31, 2017, 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/ James E. Carpenter	BY: /s/ John L. Plueger

ITS: Attorney-In-Fact	ITS: CEO

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



HAZ-PA-03659		SA-9
		iii

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
1A.	787-9 Block A Aircraft Information Table	SA-8
1B.	787-9 Block B Aircraft Information Table	SA-7
1C.	787-10 Block A Aircraft Information Table	SA-7
1D.	787-9 Block C Aircraft Information Table	SA-6
1E.	787-9 Block D Aircraft Information Table	SA-9

EXHIBIT
A1.	HAZ[ * ] 787-9 Aircraft Configuration	SA-7
A2.	HAZ[*] 787-9 Aircraft Configuration	SA-7
A3.	HAZ[*] 787-9 Aircraft Configuration	SA-8

B.	Aircraft Delivery Requirements and Responsibilities	SA-2

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment Airframe and Optional Features	SA-2
BFE1.	BFE Variables	SA-7
CS1.	Customer Support Document	SA-9
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

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



		SA-9
HAZ-PA-03659		PA Page 1

BOEING PROPRIETARY

Enclosure 1

LETTER AGREEMENTS


LA-1104716R1	[*]	SA-2
LA-1104717R1	Demonstration Flight Waiver	SA-2
LA-1104718R1	[ * ]	SA-2
LA-1104719R1	Other Matters	SA-2
LA-1104720R5	Advance Payment Matters	SA-9
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
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-1104730R4	Open Configuration Matters	SA-7
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-1300864R2	Performance Guarantees – 787-9 Block B, C and D Aircraft	SA-7
LA-1301080R3	Special Matters – 787-9 Blocks B, C and D Aircraft	SA-9
LA-1301081	Special Matters – 787-10 Block A Aircraft	SA-2
LA-1301082R2	[*]	SA-7

LA-1301083	Promotional Support – 787-10 Aircraft	SA-2
LA-1301084	[*]	SA-2
LA-1302043	[*]	SA-2
LA-1302348R1	[*]	SA-2

LA-1601083	Special Matters Relating to In-Seat IFE [*]	SA-7
LA-1605597	[*]	SA-9

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



HAZ-PA-03659		SA-9
		2

BOEING PROPRIETARY

Enclosure 2

Table 1E To

Purchase Agreement No. PA-03659

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

General Electric Engines

Airframe Model/MTOW:	787-9		553,000 pounds	Detail Specification:	787B1-4102-S (12/11/2015)
Engine Model/Thrust:	GENX‑1B74/75		74,100 pounds

Airframe Base Year/ Esc. Formula:		[*]		Engine Base Year/ Esc. Formula:		[*]
Airframe Escalation Data:	[*]			Engine Escalation Data:	[*]
Base Year Index (ECI):		[*]		Base Year Index (ECI):		[*]
Base Year Index (CPI):		[*]		Base Year Index (CPI):		[*]

Deposit per Aircraft:	[*]

Number

Mfr's

Airframe

P.A.

Optional

Engine

SPE/

Airframe

Engine

Estimated

Delivery

Serial

Base

Exh

Features

Engine

Base

IFE

Escalation

Adv Pymt Base

Date

Aircraft

Number

Lessee

Year

Price

Selection

Year (1)

Price ( 1)

Estimate

Factor

Price Per A/P

[*]-2019

[*]

[*]-2020

[*]

Total:

[*]

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.



		SA-9
87954-1F.TXT		Page 1

BOEING PROPRIETARY

Enclosure 2

Table 1E To

Purchase Agreement No. PA-03659

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

Rolls Royce Engines


Airframe Model/MTOW:	787-9		553,000 pounds	Detail Specification:	787B1-4102-S (12/11/2015)
Engine Model/Thrust:	TRENT1000-J		74,400 pounds

Airframe Base Year/ Esc. Formula:		[*]		Engine Base Year/ Esc. Formula:		[*]
Airframe Escalation Data:	[*]			Engine Escalation Data:	[*]
Base Year Index (ECI):		[*]		Base Year Index (ECI):		[*]
Base Year Index (CPI):		[*]		Base Year Index (CPI):		[*]

Deposit per Aircraft:	[*]

Number

Mfr's

Airframe

P.A.

Optional

Engine

SPE/

Airframe

Engine

Estimated

Delivery

Serial

Lessee

Base

Exh

Features

Selection

Base

IFE

Escalation

Adv Pymt Base

Date

Aircraft

Number

Year

Price

Year (1)

Price ( 1)

Estimate

Factor

Price Per A/P

[*]

[*]-2019

[*]

Total:

[*]

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.



87954-1F.TXT		SA-9
		Page 2

BOEING PROPRIETARY

Enclosure 3

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



HAZ-PA-03659-CS1		CS1 Page 1
		SA-9

BOEING PROPRIETARY

Enclosure 3

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)

Markers and Stencils



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Nondestructive Test Manual (NDT)

Profile Drawings

Remote Certification Service Bulletin

Service Bulletins (SB)

a. Service Bulletin Information Notices (IN)

Service Letters (SL)

Standard Overhaul Practices Manual Chapter 20 (SOPM)

Standard Wiring Practices Manual Chapter 20 (SWPM)

Structural Repair Manual (SRM)

Systems Schematics (SSM)

Validation Copy Service Bulletin

Wiring Diagrams (WDM)

(iii)

Maintenance Planning .

Airplane Maintenance Inspection Intervals (AMII)

Configuration, Maintenance and Procedures (CMP) for ETOPS

ETOPS Guide Vol. II (Maintenance Program Guidelines)

Maintenance Planning Data (Sections 1-8) (MPD)

Maintenance Planning Data (Section 9)

787 Airworthiness Limitations (AWL)

Maintenance Planning Data (Section 9)

787 Certification Maintenance Requirements (CMR)

Maintenance Planning Data (Section 9)

787 Airworthiness Limitations - Line Number Specific (AWLLNS)

Maintenance Planning Data (Section 9)

787 Special Compliance Items (SCI)

Maintenance Review Board Report (MRBR)

Maintenance Task Cards and Index (TASK)

(iv)

Spares Information.

Illustrated Parts Catalog Data (IPD)

Product Standards Books(PSDS)

(v)

Airplane & Airport Information.

Airplane Characteristics for Airport Planning (ACAP)

Airplane Rescue and Fire Fighting Information (ARFF)

Airplane Recovery Document (ARD)

Engine Ground Handling Document (EGH)

ETOPS Guide Vol. 1 (CMP Supplement)

GSE Tooling Drawings (3D Model, bill of Material, 2D



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Drawings and Drawing Notes)

Illustrated Tool and Equipment Manual (ITEM)

Maintenance Facility and Equipment Planning Document (MFEPD)

Special Tool and Ground Handling Index (IND)

(vi)

Shop Maintenance.

Component Maintenance Manual /Overhaul Manual (CMM/OHM) Index

Product Support Supplier Directory (PSSD)

Supplier’s Component Maintenance Manuals (SCMM)

Supplier Product Support and Assurance Agreements Document (Vols. 1 & 2) (PSAA)

Supplier Service Bulletins (SSB)

4. Advance Representative Materials .

Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.

5. Customized Materials .

All customized Materials will reflect the configuration of each Aircraft as delivered.

6. Revisions .

6.1 The schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.

6.2 If Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.

7. Supplier Technical Data .

7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment ( SFE ) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B dated December 1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.



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7.2 The provisions of this Article will not be applicable to items of BFE.

7.3 Boeing will furnish to Customer a document identifying the terms and conditions of the product support agreements between Boeing and its suppliers requiring the suppliers to fulfill Customer’s requirements for information and services in support of the Aircraft.

8. Buyer Furnished Equipment Data .

Boeing will incorporate BFE maintenance information into the customized Materials 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; or

2. wars or warlike operations, riots or insurrections in the country where the facility is located; or

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; or

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.

After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families.

Boeing will not be required to provide any Materials at a facility designated by Customer if the United States Government refuses permission to Boeing to deliver Materials to the country where the facility is located.



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787 CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS

1. General .

All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information ( Proprietary Information ) belonging to Boeing or a third party ( Proprietary Materials ), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement.

2. License Grant .

2.1 Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.

2.2 Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Customer Information or derivative works thereof in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information.

3. Use of Proprietary Materials and Proprietary Information .

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.

4. Providing of Proprietary Materials to Contractors .

Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition,



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Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.

5. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies .

5.1 When and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

5.2 In the event of an Aircraft or Aircraft systems-related incident, the Customer may suspend, or block access to Customer Information pertaining to its Aircraft or fleet. Such suspension may be for an indefinite period of time.



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787 CUSTOMER SUPPORT DOCUMENT

ATTACHMENT A

787 TRAINING POINTS MENU

787 Training Courses	Per Class Student Maximum	Total Points Per Class*
Flight
787 Pilot Transition Course	2	17
787 Pilot Shortened Transition Course (STAR)	2	9
777 to 787 Pilot Differences Course	2	6
787 Pilot Recurrent Course	2	6
787 Pilot Transition Course during Non-social Sessions**	2	15
787 Pilot Shortened Transition Course (STAR) during Non-social Sessions**	2	8
777 to 787 Pilot Differences Course during Non-social Sessions**	2	5
787 Pilot Recurrent Course during Non-social Sessions**	2	5
Additional 787 Four Hour Simulator Session (with or without Boeing instructor)	2	1
Additional 787 Ground School Training Day (with or without FTD)	2	1
Cabin Crew/Door Training
787 Cabin Safety Training (includes Exits/Door Training)	12	2
787 Emergency Exits/Doors Training Course	12	1
Maintenance
787 General Familiarization Maintenance Course (web-based)	24	1
787 General Familiarization Maintenance Course (instructor-led)	24	3
787 Operations/Handling (web-based)	24	1
787 Airframe/Powerplant/Electrical/ Avionics (B1/B2 Compliant) Systems Line & Base Maintenance Course with web based Foundation Training (Theory only training)	15	25
787 EASA Part 147 Approved B2 Electrical/Avionics Line & Base Maintenance Course (Theory only training)	15	23
787 Engine Run-Up Course	3	2
787 Aircraft Rigging Course	6	7
787 Line Maintenance Support Systems	6	10
787 Fiber Optics Course	10	4
787 Repair of Advanced Composite Structures for Technicians Course	8	10
787 Composite Repair & Design for Engineers	8	10
787 Composite Repair for Inspectors	8	4



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Generic Training Courses
Composite/Metal Bond Part I - Introduction to Advanced Composite Materials and Metal Bond Repair	12	4
Composite/Metal Bond Part II - Basic Composite Repair for Technicians	12	5
Composite/Metal Bond Part III - Advanced Composite Component Repair	12	9
Composite/Metal Bond Part IV - Advanced Composite Repair for Technicians	12	5
Composite/Metal Bond Part V - Metal Bond Repair for Technicians	12	5
Repair of Advanced Composite Structures for Engineers	20	5
Composite Repair Design with Practical Application	12	10

Generic Training Courses
Corrosion Prevention & Control Course	10	4
Composite/Metal Bond Part I - Introduction to Advanced Composite Materials and Metal Bond Repair	12	4
Composite/Metal Bond Part II - Basic Composite Repair for Technicians	12	5
Composite/Metal Bond Part III - Advanced Composite Component Repair	12	9
Composite/Metal Bond Part IV - Advanced Composite Repair for Technicians	12	5
Composite/Metal Bond Part V - Metal Bond Repair for Technicians	12	5
Repair of Advanced Composite Structures for Engineers	20	5
Composite Repair Design with Practical Application	12	10


CBT Products	For Customer’s Internal Use Only CBT License
Flight
Initial Transition CBT	4 points/crew first year + 2 points/crew each additional year for 4 years Or 72 points first year + 22 points each additional year for 4 years - unlimited use
STAR CBT	3 points/crew first year + 1 point/crew each additional year for 4 years Or 54 points first year + 19 points each additional year for 4 years unlimited use
787 Cabin Safety Training CBT	20 points first year + 3 points each additional year for 4 years unlimited use
Maintenance
Line and Base Systems CBT (excludes Line Oriented Scenarios)	410 points per year for unlimited use



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* Points per Class are based upon training conducted according to the standard Boeing training course. Extended or modified courses will require point adjustment to reflect altered work statement or duration.

** Non-social Sessions are those in which any part of the session falls between midnight and 06:00 A.M. local time. To qualify for this discount all simulator sessions for a given course must be scheduled as Non-social Sessions.

*** The courses and products listed in this Attachment A are subject to change from time to time as new courses are added and courses are removed. Boeing reserves the right to change course offering at its own discretion.



HAZ-PA-03659-CS1		CS1 Page 19
		SA-9

BOEING PROPRIETARY

Enclosure 4

‑2207

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03659-LA-1301080R3

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: Special Matters – 787-9 Blocks B, C, and D 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-1301080R2 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 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	[*]	[*]
787-9 Block D 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 Aircraft prior to delivery of the 787-9 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	[*]	[*]
787-9 Block D Aircraft	[*]	[*]

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-1301080R3		SA-9
Special Matters – 787-9 Blocks B, C and D Aircraft		LA Page 1

BOEING PROPRIETARY

Enclosure 4

1.4 [*]

1.5 [*]

1.6 [ * ]

1.7 [*]

1.8 [*]

1.9 [*]

1.10 [*]

1.11 [*]

1.12 [*]

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, C and D 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

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



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BOEING PROPRIETARY

Enclosure 4

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. [*]

4. [*]

5. [*]

6. [*]

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.

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



HAZ-PA-03659-LA-1301080R3		SA-9
Special Matters – 787-9 Blocks B, C and D Aircraft		LA Page 3

BOEING PROPRIETARY

Enclosure 4

Very truly yours,


THE BOEING COMPANY

By	/s/ James E. Carpenter

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO



HAZ-PA-03659-LA-1301080R3		SA-9
Special Matters – 787-9 Blocks B, C and D Aircraft		LA Page 4

BOEING PROPRIETARY

Enclosure 5

‑2207

The Boeing Company

P.O. Box 3707

Seattle, WA 98124‑2207

HAZ-PA-03659-LA-1104720R5

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: Advance Payment Matters

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1104720R3 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 .

[*]

1.3 Alternative Fixed Advance Payment Schedule – 787-9 Block B Aircraft .

[*]

1.4 Alternative Fixed Advance Payment Schedule – 787-9 Block C and Block D Aircraft.

[*]

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



HAZ-PA-03659-LA-1104720R5		SA-9
Advance Payment Matters		LA Page 1

BOEING PROPRIETARY

Enclosure 5

1.5 Alternative Fixed Advance Payment Schedule – 787-10 Block A Aircraft

[*]

1.6 [*]

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 .

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

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



HAZ-PA-03659-LA-1104720R5		SA-9
Advance Payment Matters		LA Page 2

BOEING PROPRIETARY

Enclosure 5

Very truly yours,


THE BOEING COMPANY

By	/s/ Mark M. Orenstein

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	July 31, 2017

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO



HAZ-PA-03659-LA-1104720R5		SA-9
Advance Payment Matters		LA Page 3

BOEING PROPRIETARY

Exhibit 10.8

EXECUTION VERSION

NEW LENDER SUPPLEMENT

SUPPLEMENT, dated as of November 6, 2017, to the Second Amended and Restated Credit Agreement, dated as of May 5, 2014, as amended by the First Amendment dated as of June 1, 2015, by the Second Amendment dated as of May 27, 2016, by the Third Amendment dated as of May 2, 2017 and as further amended, supplemented or otherwise modified from time to time (the “ Credit Agreement ”) among Air Lease Corporation , a Delaware corporation (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), and JPMorgan Chase Bank, N.A ., as administrative agent (the “ Administrative Agent ”).

W I T N E S S E T H:

WHEREAS, the Credit Agreement provides in Section 2.1(c) thereof that any bank, financial institution or other entity may become a party to the Credit Agreement with the consent of the Borrower and the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld) by executing and delivering to the Borrower and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and

WHEREAS, each of the undersigned now desires to become a party to the Credit Agreement;

NOW, THEREFORE, each of the undersigned hereby agrees as follows:

1. Each of the undersigned agrees to be bound by the provisions of the Credit Agreement, and agrees that it shall, on the date this Supplement is accepted by the Borrower and the Administrative Agent (or on such other date as may be agreed upon among the undersigned, the Borrower and the Administrative Agent), become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto, with a Commitment as specified on Annex A hereto.

2. Each of the undersigned (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements most recently delivered pursuant to Section 6.1(a) and (b) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it has made and will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 2.15(e) of the Credit Agreement.

3. Each of the undersigned hereby confirms and agrees that the Termination Date in respect of its Commitment is May 5, 2021.

4. The address for notices for each of the undersigned for the purposes of the Credit Agreement is as specified on Annex B hereto.

5. Terms defined in the Credit Agreement shall have their defined meanings when used herein.

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


	TAIWAN BUSINESS BANK


	By:	/s/ Sam Chiu
		Name: Sam Chiu
		Title: SVP & General Manager

[Signature Page to New Lender Supplement]


	HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES BRANCH


	By:	/s/ Gary Hsu
		Name: Gary Hsu
		Title: VP & General Manager

[Signature Page to New Lender Supplement]

	LIBERTY BANK


	By:	/s/ Carla Balesano
		Name: Carla Balesano
		Title: Senior Vice President

[Signature Page to New Lender Supplement]


Accepted and agreed to as of the date first written above:

AIR LEASE CORPORATION


By:	/s/ Gregory B. Willis
	Name: Gregory B. Willis
	Title: Executive Vice President
	and Chief Financial Officer

[Signature Page to New Lender Supplement]


Accepted and agreed to as of the date first written above:

JPMORGAN CHASE BANK, N.A. as Administrative Agent

By:	/s/ Christina Caviness
	Name: Christina Caviness
	Title: Vice President

[Signature Page to New Lender Supplement]

Annex A

Commitments


Lender	Commitment

Taiwan Business Bank	$	25,000,000

Hua Nan Commercial Bank, Ltd. Los Angeles Branch	$	15,000,000

Liberty Bank	$	10,000,000

Total:	$	50,000,000

Annex B

Addresses for Notices

Taiwan Business Bank

633 W. 5th Street

Los Angeles, CA 90071

Attention: Adams Liaw

Tel: (213) 892-1260 #129

Fax: (213) 892-1270

Email: credit@tbbla.com

Hua Nan Commercial Bank, Ltd. Los Angeles Branch

707 Wilshire Boulevard, #3100

Los Angeles, CA 90017

Attention: Howard Hung

Tel: 213-362-6666 ext 228

Fax: 213-362-6617

Email: howard.hung@hncb.com

Liberty Bank

315 Main Street

Middletown, CT 06457

Attention: Carla Balesano

Tel: (860) 344–7384

Fax: (860) 704-2051

Email: cbalesano@liberty-bank.com

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


	Nine Months Ended September 30,
(In thousands, except ratios)	2017		2016
	(unaudited)
Earnings:
Net income	$	285,050	$	277,937
Add:
Provision for income taxes		158,816		152,898
Fixed charges		250,164		242,178
Less:
Capitalized interest		(33,618)		(30,137)
Earnings as adjusted (A)	$	660,412	$	642,876
Fixed charges:
Interest expense	$	215,979	$	211,500
Capitalized interest		33,618		30,137
Interest factors of rents (1)		567		541
Fixed charges as adjusted (B)	$	250,164	$	242,178
Ratio of earnings to fixed charges ((A) divided by (B))		2.64		2.65

(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: November 9, 2017


	/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: November 9, 2017


	/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 September 30, 2017 (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: November 9, 2017
	/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 September 30, 2017 (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: November 9, 2017
	/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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