AIR LEASE CORP (Form: 10-Q, Received: 11/08/2018 16:08:07)

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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, 2018

☐ 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 every Interactive Data File required to be submitted 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 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:


Large accelerated filer ☒		Accelerated filer ☐
Non-accelerated filer ☐		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 7, 2018, there were 104,069,215 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, 2018

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, 2018 and December 31, 2017 (unaudited)	4
	Consolidated Statements of Income—Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)	5
	Consolidated Statement of Shareholders' Equity—Nine Months Ended September 30, 2018 (unaudited)	6
	Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2018 and 2017 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4	Controls and Procedures	29
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	31
Item 5	Other Information	31
Item 6	Exhibits	31
	Signatures	33

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NOTE ABOUT FORWARD-LOOKING STATEMENT S

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

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

our inability to sell aircraft on favorable terms or to predict the timing of such sales;

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, including tariffs and other restrictions on trade;

unanticipated impacts of the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”), including as a result of changes in assumptions we make in our interpretation of the Tax Reform Act, guidance related to application of the Tax Reform Act that may be issued in the future, and actions that we may take as a result of our expected impact of the Tax Reform Act;

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, 2017, and other SEC filings, including future 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, 2018		December 31, 2017
	(unaudited)
Assets
Cash and cash equivalents	$	228,502	$	292,204
Restricted cash		20,417		16,078
Flight equipment subject to operating leases		17,309,576		15,100,040
Less accumulated depreciation		(2,161,154)		(1,819,790)
		15,148,422		13,280,250
Deposits on flight equipment purchases		1,573,729		1,562,776
Other assets		596,233		462,856
Total assets	$	17,567,303	$	15,614,164
Liabilities and Shareholders’ Equity
Accrued interest and other payables	$	310,240	$	309,182
Debt financing, net of discounts and issuance costs		11,094,337		9,698,785
Security deposits and maintenance reserves on flight equipment leases		962,904		856,140
Rentals received in advance		109,156		104,820
Deferred tax liability		611,748		517,795
Total liabilities	$	13,088,385	$	11,486,722
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; 500,000,000 shares authorized; 104,068,079 and 103,621,629 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively		1,041		1,036
Class B non-voting common stock, $0.01 par value; authorized 10,000,000 shares; no shares issued or outstanding		—		—
Paid-in capital		2,270,302		2,260,064
Retained earnings		2,207,575		1,866,342
Total shareholders’ equity	$	4,478,918	$	4,127,442
Total liabilities and shareholders’ equity	$	17,567,303	$	15,614,164

(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,
	2018		2017		2018		2017
	(unaudited)
Revenues
Rental of flight equipment	$	422,763	$	359,487	$	1,194,104	$	1,072,254
Aircraft sales, trading and other		27,935		17,278		35,617		45,655
Total revenues		450,698		376,765		1,229,721		1,117,909
Expenses
Interest		82,189		63,514		224,584		193,591
Amortization of debt discounts and issuance costs		8,199		6,959		24,231		22,388
Interest expense		90,388		70,473		248,815		215,979

Depreciation of flight equipment		149,703		127,553		428,437		377,952
Selling, general and administrative		26,377		19,262		71,194		65,677
Stock-based compensation		4,848		5,358		13,165		14,435
Total expenses		271,316		222,646		761,611		674,043
Income before taxes		179,382		154,119		468,110		443,866
Income tax expense		(32,808)		(54,931)		(95,674)		(158,816)
Net income	$	146,574	$	99,188	$	372,436	$	285,050

Net income per share of Class A and Class B common stock:
Basic	$	1.41	$	0.96	$	3.58	$	2.76
Diluted	$	1.32	$	0.90	$	3.36	$	2.59
Weighted-average shares outstanding
Basic		104,066,785		103,221,692		103,940,723		103,117,695
Diluted		112,509,612		111,709,545		112,377,870		111,558,125

Dividends declared per share of Class A common stock	$	0.10	$	0.075	$	0.30	$	0.225

(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 B Non-
				Class A			Voting
	Preferred Stock			Common Stock			Common Stock			Paid-in		Retained
(unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Total
Balance at December 31, 2017	—	$	—	103,621,629	$	1,036	—	$	—	$	2,260,064	$	1,866,342	$	4,127,442
Issuance of common stock upon vesting of restricted stock units and upon exercise of options	—		—	603,018		6	—		—		4,214		—		4,220
Stock-based compensation	—		—	—		—	—		—		13,165		—		13,165
Cash dividends (declared $0.30 per share)	—		—	—		—	—		—		—		(31,203)		(31,203)
Tax withholding related to vesting of restricted stock units and exercise of stock options	—		—	(156,568)		(1)	—		—		(7,141)		—		(7,142)
Net income	—		—	—		—	—		—		—		372,436		372,436
Balance at September 30, 2018	—	$	—	104,068,079	$	1,041	—	$	—	$	2,270,302	$	2,207,575	$	4,478,918

(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,
	2018		2017
	(unaudited)
Operating Activities
Net income	$	372,436	$	285,050
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		428,437		377,952
Stock-based compensation		13,165		14,435
Deferred taxes		95,674		158,816
Amortization of debt discounts and issuance costs		24,231		22,388
Amortization of prepaid lease costs		18,713		14,303
Gain on aircraft sales, trading and other activity		(24,469)		(37,591)
Changes in operating assets and liabilities:
Other assets		(62,528)		(81,006)
Accrued interest and other payables		110		(5,768)
Rentals received in advance		4,335		3,057
Net cash provided by operating activities		870,104		751,636
Investing Activities
Acquisition of flight equipment under operating lease		(1,874,094)		(1,304,317)
Payments for deposits on flight equipment purchases		(548,225)		(565,343)
Proceeds from aircraft sales, trading and other activity		239,067		595,796
Acquisition of aircraft furnishings, equipment and other assets		(204,449)		(134,709)
Net cash used in investing activities		(2,387,701)		(1,408,573)
Financing Activities
Issuance of common stock upon exercise of options and warrants		4,188		2,214
Cash dividends paid		(31,155)		(23,191)
Tax withholdings on stock-based compensation		(7,141)		(5,600)
Net change in unsecured revolving facility		(847,000)		670,000
Proceeds from debt financings		3,358,885		1,101,673
Payments in reduction of debt financings		(1,131,206)		(1,266,440)
Debt issuance costs		(9,327)		(4,164)
Security deposits and maintenance reserve receipts		173,754		173,879
Security deposits and maintenance reserve disbursements		(52,764)		(36,806)
Net cash provided by financing activities		1,458,234		611,565
Net decrease in cash		(59,363)		(45,372)
Cash, cash equivalents and restricted cash at beginning of period		308,282		290,802
Cash, cash equivalents and restricted cash at end of period	$	248,919	$	245,430
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest, including capitalized interest of $38,947 and $33,618 at September 30, 2018 and 2017, respectively	$	278,297	$	252,806
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	$	663,223	$	398,024
Cash dividends declared, not yet paid	$	10,407	$	7,742

(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 (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 aircraft manufacturers, such as The Boeing Company (“Boeing”) and Airbus S.A.S. (“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 and through our asset-backed securities platform. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. As of September 30, 2018, we owned a fleet of 268 aircraft, managed 60 aircraft and had 384 aircraft on order with aircraft 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 have a controlling financial interest and for which we are 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, which are in the opinion of management, necessary to present fairly the Company’s financial position, results of operations and cash flows at September 30, 2018, and for all periods presented. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results expected for the year ending December 31, 2018. 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, 2017.

Maintenance Rights

For the nine months ended September 30, 2018, the Company purchased nine aircraft in the secondary market, two of which were subject to existing leases. The total cost for the two aircraft was $73.3 million, which included maintenance right assets of $13.2 million. The Company did not purchase any aircraft in the secondary market subject to existing leases for the year ended December 31, 2017. As of September 30, 2018 and December 31, 2017, the Company had maintenance right assets, net of accumulated amortization of $49.7 million and $44.6 million, respectively. Maintenance right assets are included under flight equipment subject to operating lease in our Consolidated Balance Sheets.

Cash, cash equivalents and restricted cash

The Company considers cash and cash equivalents to be cash on hand and highly liquid investments with original maturity dates of 90 days or less. Restricted cash consists of pledged security deposits, maintenance reserves, and rental payments related to secured aircraft financing arrangements.

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The following table reconciles cash, cash equivalents and restricted cash reported in our consolidated balance sheets to the total amount presented in our consolidated statements of cash flows (in thousands):


	September 30, 2018		September 30, 2017
	(unaudited)
Cash and cash equivalents	$	228,502	$	226,019
Restricted cash		20,417		19,411
Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows	$	248,919	$	245,430

Reclassifications

Certain reclassifications have been made in the 2017 consolidated financial statements to conform to the classifications in 2018.

Recently adopted 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 current revenue recognition requirements. The guidance specifically notes that lease contracts are a scope exception. ASU 2014-09 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. Further, the guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

Effective January 1, 2018, the Company adopted ASU 2014-09 using the modified retrospective approach. Adopting this standard did not have a material impact to our consolidated financial statements and related disclosures. As the standard did not apply to lease contracts within the scope of FASB Accounting Standard Codification (“ASC”) 840 Leases, we evaluated the recognition of gains on sale of flight equipment under the scope of the new standard. Under ASU 2014-09, a performance obligation is satisfied and the related revenue recognized when control of the underlying goods or services related to the performance obligation is transferred to the customer. Our performance obligation associated with the sale of flight equipment is satisfied upon delivery of the flight equipment to a customer, which is the point in time where control of the underlying flight equipment has transferred to the buyer. At the time flight equipment is retired or sold, the cost and accumulated depreciation are removed from the related accounts and the difference, net of transaction price, is recorded as a gain or loss. Since there was no net income impact upon adoption of the new guidance, a cumulative effect adjustment to opening retained earnings was not deemed necessary.

In August 2016, the FASB issued ASU No. 2016-15 (“ASU 2016-15”), “Statement of Cash Flows (Topic 230).” The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows. The Company adopted ASU 2016-15 using the retrospective transition method. The adoption of this standard did not have an impact on the current period or prior period consolidated financial statements.

In November 2016, FASB issued ASU No. 2016-18 (“ASU 2016-18”), “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 requires entities to present the aggregate changes in cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. In addition, when cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, ASU 2016-18 requires a reconciliation of the totals in the statement of cash flows to the related captions on the balance sheet. The Company adopted ASU 2016-18 retrospectively as of January 1, 2018. The adoption of this standard did not have a material impact on the current period or prior period consolidated financial statements.

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Note 3. Recently Issued Accounting Standards

In February 2016, 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. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In addition, in August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which includes an option to apply the new lease standard at the adoption date (which will be January 1, 2019 for us) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than restate comparative periods in transition. The standards 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 was permitted. Based on our initial evaluation of the guidance, 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 do not expect the impact of this standard to have a material impact on our consolidated financial statements. We will adopt the standard on January 1, 2019.

Note 4. Debt Financing

The Company's debt financing was comprised of the following at September 30, 2018 and December 31, 2017 (dollars in thousands):


	September 30,		December 31,
	2018		2017
Unsecured
Senior notes	$	9,968,445	$	8,019,871
Term financings		616,230		203,704
Convertible senior notes		199,950		199,983
Revolving credit facility		—		847,000
Total unsecured debt financing		10,784,625		9,270,558
Secured
Term financings		399,722		484,036
Export credit financing		39,929		44,920
Total secured debt financing		439,651		528,956

Total debt financing		11,224,276		9,799,514
Less: Debt discounts and issuance costs		(129,939)		(100,729)
Debt financing, net of discounts and issuance costs	$	11,094,337	$	9,698,785

The Company’s secured obligations as of September 30, 2018 and December 31, 2017 are summarized below (dollars in thousands):


	September 30,		December 31,
	2018		2017
Nonrecourse	$	177,054	$	205,906
Recourse		262,597		323,050
Total secured debt financing	$	439,651	$	528,956
Number of aircraft pledged as collateral		20		21
Net book value of aircraft pledged as collateral	$	1,144,935	$	1,184,264

Senior unsecured notes

As of September 30, 2018, the Company had $10.0 billion in senior unsecured notes outstanding. As of December 31, 2017, the Company had $8.0 billion in senior unsecured notes outstanding.

During the nine months ended September 30, 2018, we issued $2.95 billion in aggregate principal amount of senior unsecured notes with maturity dates ranging between 2021 and 2028 and bearing interest at fixed rates ranging from 2.500% to 4.625%. In September 2018, the Company issued $1.2 billion in aggregate principal amount of senior unsecured notes including (i) $700.0 million due 2022 that bear interest at a rate of 3.500% and (ii) $500.0 million due

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2028 at a rate of 4.625%. In June 2018, the Company issued $500.0 million in aggregate principal amount of senior unsecured notes due 2023 that bear interest at a rate of 3.875%. In January 2018, the Company issued $1.25 billion in aggregate principal amount of unsecured notes including (i) $550.0 million due 2021 that bear interest at a rate of 2.500% and (ii) $700.0 million due 2025 that bear interest at a rate of 3.250%.

Unsecured term loan financing

As of September 30, 2018, the outstanding balance on our unsecured term loan facilities was $616.2 million. As of December 31, 2017, the outstanding balance on our unsecured term loan facilities was $203.7 million.

In September 2018, the Company entered into a $438.0 million unsecured term loan facility with a term of four years. The term loan bears interest at a floating rate based on LIBOR or ABR plus an applicable margin that varies based on the Company’s credit rating. As of September 30, 2018, the interest rate was LIBOR plus 1.125%. In October 2018, the Company executed a commitment increase to this unsecured term loan facility, which increased the aggregate facility capacity by an additional $50.0 million.

Unsecured revolving credit facility

In May 2018, the Company amended and extended its unsecured revolving credit facility whereby, among other things, the Company extended the final maturity date from May 5, 2021 to May 5, 2022 and increased the total revolving commitments to approximately $4.5 billion from approximately $4.1 billion with an interest rate of LIBOR plus 1.05% with a 0.20% facility fee. On October 23, 2018, the Company executed a commitment increase to its unsecured revolving credit facility, which increased the aggregate facility capacity by an additional $50.0 million. As of October 23, 2018, lenders held revolving commitments totaling approximately $4.1 billion that mature on May 5, 2022, commitments totaling $20.0 million that mature on May 5, 2021, commitments totaling approximately $217.7 million that mature on May 5, 2020, and commitments totaling $275.0 million that mature on May 5, 2019.

As of September 30, 2018, our unsecured revolving credit facility did not have an outstanding balance. The total amount outstanding under our unsecured revolving credit facility was approximately $847.0 million as of December 31, 2017.

Maturities

Maturities of debt outstanding as of September 30, 2018 are as follows (in thousands):


Years ending December 31,
2018	$	240,239
2019		1,145,826
2020		1,187,233
2021		1,680,927
2022		2,369,384
Thereafter		4,600,667
Total	$	11,224,276

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Note 5. Commitments and Contingencies

As of September 30, 2018, the Company had commitments to acquire a total of 384 new aircraft for delivery through 2024 as follows:


Aircraft Type	2018	2019	2020	2021	2022	Thereafter	Total
Airbus A321-200	2	—	—	—	—	—	2
Airbus A320/321neo (1)	4	38	27	22	25	25	141
Airbus A330-900neo	2	8	4	7	6	2	29
Airbus A350-900/1000	—	4	2	5	3	—	14
Boeing 737-7/8/9 MAX	3	28	29	35	34	28	157
Boeing 787-9/10	2	12	10	8	9	—	41
Total	13	90	72	77	77	55	384

(1)

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

In addition to the Company's commitments, as of September 30, 2018, the Company had options to acquire up to five Airbus A350-1000 aircraft and 45 Boeing 737-8 MAX aircraft. Deliveries of these aircraft are scheduled to commence in 2023 and continue through 2024.

Airbus has informed us to expect several month delivery delays relating to certain aircraft scheduled for delivery in 2018 and 2019. The delays have been reflected in our commitment schedules above; however, we anticipate additional delivery delays not currently reflected in the 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 September 30, 2018, only one of our lease contracts was subject to cancellation related to these aircraft delivery delays; however, at this time, we do not anticipate that our lease contract or purchase agreement will be canceled.

Commitments for the acquisition of aircraft and other equipment, calculated at an estimated aggregate purchase price (including adjustments for inflation) was approximately $27.1 billion at September 30, 2018, and are due as follows (in thousands):


Years ending December 31,
2018	$	1,327,140
2019		6,559,513
2020		5,503,786
2021		5,765,900
2022		5,207,315
Thereafter		2,721,097
Total	$	27,084,751

We have made non-refundable deposits on the aircraft for which we have commitments to purchase of $1.6 billion as of September 30, 2018 and December 31, 2017, which are subject to manufacturer performance commitments. If we are unable to satisfy our purchase commitments, we may be forced to forfeit our deposits. Further, we would be exposed to breach of contract claims by our lessees and manufacturers.

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, 2018, we did not have any Class B Non-Voting common stock outstanding.

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Diluted net earnings per share takes into account the potential conversion of stock options, restricted stock units, and warrants using the treasury stock method and convertible notes using the if-converted method. For the three and nine months ended September 30, 2018, the Company did not exclude any potentially dilutive securities, whose effect would have been anti-dilutive, from the computation of diluted earnings per share. The Company excluded 950,761 and 1,085,559 shares related to restricted stock units for which the performance metric had yet to be achieved as of September 30, 2018 and 2017, 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				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Basic net income per share:
Numerator
Net income	$	146,574	$	99,188	$	372,436	$	285,050
Denominator
Weighted-average common shares outstanding		104,066,785		103,221,692		103,940,723		103,117,695
Basic net income per share	$	1.41	$	0.96	$	3.58	$	2.76
Diluted net income per share:
Numerator
Net income	$	146,574	$	99,188	$	372,436	$	285,050
Assumed conversion of convertible senior notes		1,823		1,426		5,309		4,263
Net income plus assumed conversions	$	148,397	$	100,614	$	377,745	$	289,313
Denominator
Number of shares used in basic computation		104,066,785		103,221,692		103,940,723		103,117,695
Weighted-average effect of dilutive securities		8,442,827		8,487,853		8,437,147		8,440,430
Number of shares used in per share computation		112,509,612		111,709,545		112,377,870		111,558,125
Diluted net income per share	$	1.32	$	0.90	$	3.36	$	2.59

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, 2018 or December 31, 2017.

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, 2018 was approximately $11.1 billion compared to a book value of $11.2 billion. The estimated fair value of debt financing as of December 31, 2017 was $10.0 billion compared to a book value of $9.8 billion.

The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet at September 30, 2018, but require disclosure of their fair values: cash and cash equivalents and restricted cash. The estimated fair value of such instruments at September 30, 2018 and December 31, 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, 2018, the number of stock options (“Stock Options”)

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and restricted stock units (“RSUs”) remaining under the 2014 Plan is approximately 5,609,437, which includes 609,437 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 ratably over a three year period. The Company has issued RSUs with four different vesting criteria: those RSUs that vest based on the attainment of book value goals, those RSUs that vest based on the attainment of Total Shareholder Return (“TSR”) goals, time based RSUs that vest ratably over a time period of three years and RSUs that cliff-vest at the end of a one or two year period. The Company has two types of book value RSUs; those that vest ratably over a three year period if the performance condition has been met, and those that cliff-vest at the end of a three-year period if the performance condition has been met. For the book value RSUs that vest at the end of a three-year period, the number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the percentage change in the Company's book value per share at the end of the vesting period. At each reporting period, the Company reassesses the probability of the performance condition being achieved and a stock-based compensation expense is recognized based upon management’s assessment. Book value RSUs for which the performance metric has not been met are forfeited. The TSR RSUs cliff-vest at the end of a three-year period. The number of TSR RSUs that will ultimately vest is based upon the percentile ranking of the Company’s TSR among a peer group. The number of shares that will ultimately vest will range from 0% to 200% of the RSUs initially granted depending on the extent to which the TSR metric is achieved.

The Company recorded $4.8 million and $5.4 million of stock-based compensation expense related to RSUs for the three months ended September 30, 2018 and 2017, respectively. The Company recorded $13.2 million and $14.4 million of stock-based compensation expense related to RSUs for the nine months ended September 30, 2018 and 2017, respectively.

Stock Options

A summary of stock option activity for the nine months ended September 30, 2018 follows:


				Remaining	Aggregate
		Exercise		Contractual Term	Intrinsic Value
	Shares	Price		(in years)	(in thousands) (1)
Balance at December 31, 2017	2,858,158	$	20.37	2.49	$	79,230
Granted	—	$	—	—	$	—
Exercised	(209,363)	$	20.00	—	$	4,977
Forfeited/canceled	—	$	—	—	$	—
Balance at September 30, 2018	2,648,795	$	20.40	1.74	$	67,495
Vested and exercisable as of September 30, 2018	2,648,795	$	20.40	1.74	$	67,495

(1)

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

As of September 30, 2018, all of the Company’s outstanding employee stock options had fully vested and there were no unrecognized compensation costs related to outstanding stock options as of September 30, 2018. As a result, there was no stock-based compensation expense related to Stock Options for the three and nine months ended September 30, 2018 and 2017.

The following table summarizes additional information regarding exercisable and vested stock options at September 30, 2018:


	Stock Options Exercisable
	and Vested
		Weighted-
		Average
	Number of	Remaining Life
Range of exercise prices	Shares	(in years)
$20.00	2,528,795	1.70
$28.80	120,000	2.57
$20.00 - $28.80	2,648,795	1.74

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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.

During the nine months ended September 30, 2018, the Company granted 379,480 RSUs of which 90,761 are TSR RSUs. The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2018:


	Unvested Restricted Stock Units
		Weighted-Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested at December 31, 2017	1,163,700	$	40.24
Granted	379,480	$	47.26
Vested	(401,959)	$	42.48
Forfeited/canceled	(36,350)	$	47.56
Unvested at September 30, 2018	1,104,871	$	41.60
Expected to vest after September 30, 2018	1,141,144	$	41.64

As of September 30, 2018, there was $22.3 million of unrecognized compensation cost related to unvested stock-based payments granted to employees. Total unrecognized compensation cost will be recognized over a weighted-average remaining period of 1.83 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 I’’) 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 I is 9.5% and it is accounted for as an investment under the equity method of accounting. The Company's investment in Blackbird I was $34.6 million and $32.3 million as of September 30, 2018 and December 31, 2017, respectively, and is recorded in other assets on the Consolidated Balance Sheets.

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 it is accounted for as an investment under the equity method of accounting. The Company's investment in Blackbird II was $3.3 million as of September 30, 2018 and December 31, 2017 and is recorded in other assets on the Consolidated Balance Sheets. As of September 30, 2018, the Company's total unfunded commitment to Blackbird II was $34.1 million.

On August 1, 2018, we entered into an agreement to sell 18 aircraft to Thunderbolt Aircraft Lease Limited II (“Thunderbolt II”), an asset-backed securities platform which will facilitate the sale and continued management of aircraft assets to investors. The Company’s non-controlling interest in Thunderbolt II is 5.1% and it is accounted for as an investment under the cost method of accounting. All of the aircraft in Thunderbolt II's portfolio will be managed by the Company. During the quarter ended September 30, 2018, we completed the sale of 10 aircraft from our operating lease portfolio to Thunderbolt II. We expect the sale of the remaining eight aircraft to be completed over the next two

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quarters. The Company's investment in Thunderbolt II was $5.4 million as of September 30, 2018 and is recorded in other assets on the Consolidated Balance Sheets.

Note 10. Flight Equipment Held for Sale

As of September 30, 2018, we had eight aircraft, with a carrying value of $297.4 million, which were held for sale and included in flight equipment subject to operating leases on the Consolidated Balance Sheet. We expect the sale of all eight aircraft to be completed over the next two quarters. We cease recognition of depreciation expense once an aircraft is classified as held for sale. As of December 31, 2017, we did not have any flight equipment classified as held for sale.

Note 11. Subsequent Events

On November 7, 2018, our board of directors approved a quarterly cash dividend of $0.13 per share on our outstanding common stock. The dividend will be paid on January 9, 2019 to holders of record of our common stock as of December 13, 2018.

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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 and through our asset-backed securities platform. 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, 2018, we purchased and took delivery of 25 aircraft from our new order pipeline, purchased nine incremental aircraft and sold 10 aircraft, ending the period with a total of 268 aircraft with a net book value of $15.1 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 3.8 years as of September 30, 2018. Our fleet grew by 14.1% based on net book value of $15.1 billion as of September 30, 2018 compared to $13.3 billion as of December 31, 2017. In addition, we had a managed fleet of 60 aircraft as of September 30, 2018, compared to a managed fleet of 50 aircraft as of December 31, 2017. We have a globally diversified customer base comprised of 94 airlines in 56 countries. As of September 30, 2018, all aircraft in our operating lease portfolio, except for one aircraft, were subject to lease agreements.

In August 2018, we entered into an agreement with Boeing to purchase up to 78 Boeing airplanes, including 75 737-8 MAX and three 787-9 aircraft. The three 787-9 aircraft and 30 737-8 MAX aircraft are firm purchases as of September 30, 2018, while the remaining 45 737-8 MAX aircraft are options to acquire these aircraft. As of September 30, 2018, we had commitments to purchase 384 aircraft from Airbus and Boeing for delivery through 2024, with an estimated aggregate commitment of $27.1 billion. We ended the third quarter of 2018 with $24.1 billion in committed minimum future rental payments and placed 82% of our committed order book on long-term leases for aircraft delivering through 2020. This includes $11.4 billion in contracted minimum rental payments on the aircraft in our existing fleet and $12.7 billion in minimum future rental payments related to aircraft which will be delivered during the remainder of 2018 through 2022.

On August 1, 2018, we entered into an agreement to sell 18 aircraft to Thunderbolt Aircraft Lease Limited II (“Thunderbolt II”), an asset-backed securities platform which will facilitate the sale and continued management of aircraft assets to investors. Our non-controlling interest in Thunderbolt II is 5.1%. All of the aircraft in Thunderbolt II's portfolio will be managed by us. During the quarter ended September 30, 2018, we completed the sales of 10 aircraft from our operating lease portfolio to Thunderbolt II. As of September 30, 2018, we had eight aircraft, with a carrying value of $297.4 million, which were classified as held for sale and included in flight equipment subject to operating leases on our Consolidated Balance Sheet. We expect the sale of the remaining eight aircraft to be completed over the next two quarters. Absent other circumstances, we anticipate selling the majority of our aircraft as they age under sequential offerings through the Thunderbolt platform.

During the nine months ended September 30, 2018, we issued $2.95 billion in aggregate principal amount of senior unsecured notes with maturity dates ranging between 2021 and 2028 and bearing interest at fixed rates ranging from 2.500% to 4.625%. In May 2018, we amended and extended our unsecured revolving credit facility whereby, among other things, we increased the total revolving commitments to approximately $4.5 billion and extended the final maturity date to May 5, 2022. Borrowings under our unsecured revolving credit facility will bear interest at LIBOR plus a margin of 1.05% per year. We ended the third quarter of 2018 with total debt outstanding, net of discounts and issuance costs, of $11.1 billion, of which 91.7% was at a fixed rate and 96.1% of which was unsecured. Our composite cost of funds increased to 3.45% as of September 30, 2018 from 3.20% as of December 31, 2017.

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Our total revenues for the quarter ended September 30, 2018 increased by 19.6% to $450.7 million, compared to the quarter ended September 30, 2017. This increase was principally driven by the continued growth of our fleet, as well as an increase in our aircraft sales, trading and other activity. Our net income for the quarter ended September 30, 2018 was $146.6 million compared to $99.2 million for the quarter ended September 30, 2017. Our diluted earnings per share for the quarter ended September 30, 2018 was $1.32 compared to $0.90 for the quarter ended September 30, 2017. The increase in net income in the third quarter of 2018 as compared to 2017 was primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity, partially offset by increases in our interest expense due to the rise in our average debt balances and composite interest rate, as well as increases in selling, general and administrative expenses resulting from increased transactional expenses. Furthermore, our income tax expense was reduced due to the effects of the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”), which, among other things, lowered the corporate tax rate from 35% to 21% effective January 1, 2018. In addition to the effects from the Tax Reform Act, we recorded an $8.4 million tax benefit from the utilization of foreign tax credits.

Our adjusted net income before income taxes excludes 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. Our adjusted net income before income taxes for the three months ended September 30, 2018 was $192.4 million or $1.73 per diluted share, compared to $166.4 million or $1.50 per diluted share for the three months ended September 30, 2017. The increase in our adjusted net income before income taxes is primarily driven by the continued growth of our fleet and an increase in our aircraft sales, trading and other activity, partially offset by increases in our interest expense, due to the rise in our average debt balances and composite interest rate, and selling, general and administrative expenses resulting from increased transactional expenses. Our adjusted margin before income taxes for the three months ended September 30, 2018 was 42.7% compared to 44.2% for the three months ended September 30, 2017. 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.

Our Fleet

Portfolio metrics of our fleet as of September 30, 2018 and December 31, 2017 are as follows:


	September 30, 2018			December 31, 2017

Aggregate fleet net book value	$	15.1	billion	$	13.3	billion
Weighted-average fleet age (1)		3.8	years		3.8	years
Weighted-average remaining lease term (1)		6.8	years		6.8	years

Owned fleet		268			244
Managed fleet		60			50
Aircraft on order		384			368
Aircraft purchase options (2)		50			5
Total		762			667

Current fleet contracted rentals	$	11.4	billion	$	10.1	billion
Committed fleet rentals	$	12.7	billion	$	13.3	billion
Total committed rentals	$	24.1	billion	$	23.4	billion

(1)

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

(2)

As of September 30, 2018, we had options to acquire up to five Airbus A350-1000 aircraft and 45 Boeing 737-8 MAX aircraft. As of December 31, 2017, we had options to acquire up to five Airbus A350-1000 aircraft.

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The following table sets forth the net book value and percentage of the net book value of our flight equipment subject to operating lease in the indicated regions based on each airline's principal place of business as of September 30, 2018 and December 31, 2017 (in thousands, except percentages):


	September 30, 2018				December 31, 2017
	Net Book				Net Book
Region	Value		% of Total		Value		% of Total
Europe	$	4,472,451	29.5	%	$	4,205,431	31.7	%
Asia (excluding China)		3,784,706	25.0	%		2,981,339	22.4	%
China		2,689,809	17.8	%		2,720,124	20.5	%
The Middle East and Africa		1,971,977	13.0	%		1,481,825	11.2	%
Central America, South America and Mexico		1,045,948	6.9	%		926,732	7.0	%
U.S. and Canada		676,611	4.5	%		599,367	4.5	%
Pacific, Australia and New Zealand		506,920	3.3	%		365,432	2.7	%
Total	$	15,148,422	100.0	%	$	13,280,250	100.0	%

The following table sets forth the number of aircraft we leased by aircraft type as of September 30, 2018 and December 31, 2017:


	September 30, 2018			December 31, 2017
	Number of			Number of
Aircraft type	Aircraft	% of Total		Aircraft	% of Total
Airbus A319-100	1	0.4	%	1	0.4	%
Airbus A320-200	37	13.8	%	40	16.4	%
Airbus A320-200neo	6	2.2	%	5	2.1	%
Airbus A321-200	32	11.9	%	29	11.9	%
Airbus A321-200neo	11	4.1	%	5	2.1	%
Airbus A330-200	15	5.6	%	15	6.2	%
Airbus A330-300	5	1.9	%	5	2.0	%
Airbus A350-900	6	2.2	%	2	0.9	%
Boeing 737-700	4	1.5	%	3	1.2	%
Boeing 737-800	100	37.3	%	102	41.8	%
Boeing 737-8 MAX	11	4.1	%	2	0.8	%
Boeing 767-300ER	1	0.4	%	1	0.4	%
Boeing 777-200ER	1	0.4	%	1	0.4	%
Boeing 777-300ER	24	8.9	%	24	9.7	%
Boeing 787-9	13	4.9	%	8	3.3	%
Embraer E190	1	0.4	%	1	0.4	%
Total	268	100.0	%	244	100.0	%

As of September 30, 2018, we had commitments to acquire a total of 384 new aircraft for delivery as follows:


Aircraft Type	2018	2019	2020	2021	2022	Thereafter	Total
Airbus A321-200	2	—	—	—	—	—	2
Airbus A320/321neo (1)	4	38	27	22	25	25	141
Airbus A330-900neo	2	8	4	7	6	2	29
Airbus A350-900/1000	—	4	2	5	3	—	14
Boeing 737-7/8/9 MAX	3	28	29	35	34	28	157
Boeing 787-9/10	2	12	10	8	9	—	41
Total	13	90	72	77	77	55	384

(1)

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

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delivery delays; however, at this time, we do not anticipate that our lease contract or purchase agreement will be canceled.

In addition, as of September 30, 2018, we had options to acquire up to five Airbus A350-1000 aircraft and 45 Boeing 737-8 MAX 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, 2018 and through November 8, 2018, 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
2018	13	13	100.0	%
2019	90	86	95.6	%
2020	72	45	62.5	%
2021	77	15	19.5	%
2022	77	7	9.1	%
Thereafter	55	—	—	%
Total	384	166

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”) reported that passenger traffic for the first nine months of 2018 grew 6.7% compared to the same period in 2017. 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 October 2018, Primera Air, a Danish airline, ceased all operations and entered bankruptcy administration process. At the time of the filing, we did not have any aircraft from our current fleet leased to Primera Air; however, we had signed lease agreements for eight Boeing 737 MAX 9 aircraft scheduled to deliver in 2019 and 2020. As of November 8, 2018, we have entered into a letter of intent for one of the eight aircraft and we are in active discussions with multiple airlines regarding the placement of the remaining aircraft. Rising fuel costs and aircraft delivery delays contributed to the bankruptcy of Primera Air; however, globally, airlines are still performing well.

The success of the commercial airline industry is linked to the strength of global economic development, which may be negatively impacted by macroeconomic conditions and 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.

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 with the goal to maintain investment-grade credit metrics 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.

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We ended the third quarter of 2018 with total debt outstanding, net of discounts and issuance costs, of $11.1 billion compared to $9.7 billion as of December 31, 2017. Our unsecured debt increased to $10.8 billion as of September 30, 2018 from $9.3 billion as of December 31, 2017. Our unsecured debt as a percentage of total debt increased to 96.1% as of September 30, 2018 from 94.6% as of December 31, 2017.

We increased our cash flows from operations by 15.8% or $118.5 million, to $870.1 million for the nine months ended September 30, 2018 as compared to $751.6 million for the nine months ended September 30, 2017. Our cash flow used in investing activities was $2.4 billion for the nine months ended September 30, 2018, which resulted primarily from the purchase of aircraft. Our cash flow provided by financing activities was $1.5 billion for the nine months ended September 30, 2018, which resulted primarily from the issuance of unsecured notes during the first nine months of 2018, partially offset by the repayment of outstanding debt.

We ended the third quarter of 2018 with available liquidity of $4.7 billion which is comprised of unrestricted cash of $228.5 million and undrawn balances under our unsecured revolving credit facility of $4.5 billion. We believe that we have sufficient liquidity to satisfy the operating requirements of our business through the next twelve months.

Our financing plan for the next twelve months is focused on funding the purchase of aircraft, including the increased aircraft deliveries we expect in 2019, and our business with available cash balances, internally generated funds, including aircraft sales and trading activities, and debt financings. Our debt financing plan will remain 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, 2017.

Debt

Our debt financing was comprised of the following at September 30, 2018 and December 31, 2017 (in thousands, except percentages):


	September 30, 2018			December 31, 2017
Unsecured
Senior notes	$	9,968,445		$	8,019,871
Term financings		616,230			203,704
Convertible senior notes		199,950			199,983
Revolving credit facility		—			847,000
Total unsecured debt financing		10,784,625			9,270,558
Secured
Term financings		399,722			484,036
Export credit financing		39,929			44,920
Total secured debt financing		439,651			528,956

Total debt financing		11,224,276			9,799,514
Less: Debt discounts and issuance costs		(129,939)			(100,729)
Debt financing, net of discounts and issuance costs	$	11,094,337		$	9,698,785
Selected interest rates and ratios:
Composite interest rate (1)		3.45	%		3.20	%
Composite interest rate on fixed-rate debt (1)		3.43	%		3.27	%
Percentage of total debt at fixed-rate		91.65	%		85.42	%

(1)

This rate does not include the effect of upfront fees, undrawn fees or amortization of debt discounts and issuance costs.

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Senior unsecured notes

As of September 30, 2018, we had $10.0 billion in senior unsecured notes outstanding. As of December 31, 2017, we had $8.0 billion in senior unsecured notes outstanding.

During the nine months ended September 30, 2018, we issued $2.95 billion in aggregate principal amount of senior unsecured notes with maturity dates ranging between 2021 and 2028 and bearing interest at fixed rates ranging from 2.500% to 4.625%. In September 2018, we issued $1.2 billion in aggregate principal amount of senior unsecured notes including (i) $700.0 million due 2022 that bear interest at a rate of 3.500% and (ii) $500.0 million due 2028 at a rate of 4.625%. In June 2018, we issued $500.0 million in aggregate principal amount of senior unsecured notes due 2023 that bear interest at a rate of 3.875%. In January 2018, we issued $1.25 billion in aggregate principal amount of unsecured notes including (i) $550.0 million due 2021 that bear interest at a rate of 2.500% and (ii) $700.0 million due 2025 that bear interest at a rate of 3.250%.

Unsecured term loan financing

In September 2018, we entered into a $438.0 million unsecured term loan facility with a term of four years. The term loan bears interest at a floating rate based on LIBOR or ABR plus an applicable margin that varies based on our credit rating. As of September 30, 2018, the interest rate was LIBOR plus 1.125%. In October 2018, we executed a commitment increase to this unsecured term loan facility, which increased the aggregate facility capacity by an additional $50.0 million.

Unsecured revolving credit facility

In May 2018, we amended and extended our unsecured revolving credit facility whereby, among other things, we extended the final maturity date from May 5, 2021 to May 5, 2022 and increased the total revolving commitments to approximately $4.5 billion from approximately $4.1 billion with an interest rate of LIBOR plus 1.05% with a 0.20% facility fee. On October 23, 2018, we increased our unsecured revolving credit facility by an additional $50.0 million. As of October 23, 2018, lenders held revolving commitments totaling approximately $4.1 billion that mature on May 5, 2022, commitments totaling $20.0 million that mature on May 5, 2021, commitments totaling approximately $217.7 million that mature on May 5, 2020, and commitments totaling $275.0 million that mature on May 5, 2019.

Credit ratings

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

In 2018, Fitch Ratings reaffirmed its issuer and senior unsecured debt ratings and outlook. The following table summarizes our current credit ratings:


Rating Agency	Long-term Debt	Corporate Rating	Outlook	Date of Last Ratings Action
Kroll Bond Ratings	A-	A-	Stable	December 15, 2017
Standard and Poor's	BBB	BBB	Stable	November 12, 2017
Fitch Ratings	BBB	BBB	Stable	July 17, 2018

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

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Results of Operations

The following table presents our historical operating results for the three and nine month periods ended September 30, 2018 and 2017 (in thousands, except per share amounts and percentages):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
	(unaudited)
Revenues
Rental of flight equipment	$	422,763		$	359,487		$	1,194,104		$	1,072,254
Aircraft sales, trading and other		27,935			17,278			35,617			45,655
Total revenues		450,698			376,765			1,229,721			1,117,909
Expenses
Interest		82,189			63,514			224,584			193,591
Amortization of debt discounts and issuance costs		8,199			6,959			24,231			22,388
Interest expense		90,388			70,473			248,815			215,979
Depreciation of flight equipment		149,703			127,553			428,437			377,952
Selling, general and administrative		26,377			19,262			71,194			65,677
Stock-based compensation		4,848			5,358			13,165			14,435
Total expenses		271,316			222,646			761,611			674,043
Income before taxes		179,382			154,119			468,110			443,866
Income tax expense		(32,808)			(54,931)			(95,674)			(158,816)
Net income	$	146,574		$	99,188		$	372,436		$	285,050

Net income per share of Class A and B common stock
Basic	$	1.41		$	0.96		$	3.58		$	2.76
Diluted	$	1.32		$	0.90		$	3.36		$	2.59

Other financial data
Pre-tax profit margin		39.8	%		40.9	%		38.1	%		39.7	%
Adjusted net income before income taxes (1)	$	192,429		$	166,436		$	505,506		$	479,739
Adjusted margin before income taxes (1)		42.7	%		44.2	%		41.1	%		43.0	%
Adjusted diluted earnings per share before income taxes (1)	$	1.73		$	1.50		$	4.55		$	4.34

(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 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 recovery on settlement) and adjusted diluted earnings per share before income taxes (defined as adjusted net income before income taxes divided by the weighted average diluted common shares outstanding) are measures of operating performance that are not defined by GAAP and should not be considered as an alternative to net income, pre-tax profit margin, earnings per share, and diluted earnings per share, or any other performance measures derived in accordance with GAAP. Adjusted net income before income taxes, adjusted margin 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

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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,
	2018			2017			2018			2017
Reconciliation of net income to adjusted net income before income taxes:	(unaudited)
Net income	$	146,574		$	99,188		$	372,436		$	285,050
Amortization of debt discounts and issuance costs		8,199			6,959			24,231			22,388
Stock-based compensation		4,848			5,358			13,165			14,435
Insurance recovery on settlement		—			—			—			(950)
Provision for income taxes		32,808			54,931			95,674			158,816
Adjusted net income before income taxes	$	192,429		$	166,436		$	505,506		$	479,739
Reconciliation of denominator of adjusted margin before income taxes:
Total revenues	$	450,698		$	376,765		$	1,229,721		$	1,117,909
Insurance recovery on settlement		—			—			—			(950)
Total revenues, excluding insurance recovery on settlement	$	450,698		$	376,765		$	1,229,721		$	1,116,959
Adjusted margin before income taxes (1)		42.7	%		44.2	%		41.1	%		43.0	%

(1)

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

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				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Reconciliation of net income to adjusted diluted earnings per share before income taxes:	(unaudited)
Net income	$	146,574	$	99,188	$	372,436	$	285,050
Amortization of debt discounts and issuance costs		8,199		6,959		24,231		22,388
Stock-based compensation		4,848		5,358		13,165		14,435
Insurance recovery on settlement		—		—		—		(950)
Provision for income taxes		32,808		54,931		95,674		158,816
Adjusted net income before income taxes	$	192,429	$	166,436	$	505,506	$	479,739
Assumed conversion of convertible senior notes		1,823		1,426		5,309		4,263
Adjusted net income before income taxes plus assumed conversions	$	194,252	$	167,862	$	510,815	$	484,002
Weighted-average diluted shares outstanding		112,509,612		111,709,545		112,377,870		111,558,125
Adjusted diluted earnings per share before income taxes	$	1.73	$	1.50	$	4.55	$	4.34

Three months ended September 30, 2018, compared to the three months ended September 30, 2017

Rental revenue

As of September 30, 2018, we owned 268 aircraft with a net book value of $15.1 billion and recorded $422.8 million in rental revenue for the quarter then ended, which included overhaul revenue, net of amortization expense

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related to initial direct costs, of $0.3 million. In the prior year, as of September 30, 2017, we owned 236 aircraft with a net book value of $12.7 billion and recorded $359.5 million in rental revenue for the quarter ended September 30, 2017, which included overhaul revenue, net of amortization expense related to initial direct costs, of $0.5 million. The increase in rental revenue was primarily due to the increase in net book value of our operating lease portfolio to $15.1 billion as of September 30, 2018 from $12.7 billion as of September 30, 2017.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $27.9 million for the three months ended September 30, 2018 compared to $17.3 million for the three months ended September 30, 2017. During the quarter ended September 30, 2018, we recorded $24.1 million in gains from the sale of 10 aircraft from our operating lease portfolio to Thunderbolt II. 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 and $6.8 million in other revenue from the forfeiture of security deposits.

Interest expense

Interest expense totaled $90.4 million for the three months ended September 30, 2018 compared to $70.5 million for the three months ended September 30, 2017. The increase was primarily due to an increase in our aggregate debt balance and an increase in our 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 $149.7 million in depreciation expense of flight equipment for the three months ended September 30, 2018 compared to $127.6 million for the three months ended September 30, 2017. The increase in depreciation expense for the three months ended September 30, 2018, compared to the three months ended September 30, 2017, is primarily 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 $26.4 million for the three months ended September 30, 2018 compared to $19.3 million for the three months ended September 30, 2017. Selling, general and administrative expense as a percentage of total revenue increased to 5.9% for the three months ended September 30, 2018 compared to 5.1% for the three months ended September 30, 2017. Selling, general and administrative expenses increased due to increased transactional expenses incurred during the period. As we continue to add new aircraft to our portfolio, we expect over the long-term, selling, general and administrative expense to decrease as a percentage of our revenue.

Taxes

The effective tax rate was 18.3% and 35.6% for the three months ended September 30, 2018 and 2017, respectively. The change in effective tax rate is primarily due to the impact of the Tax Reform Act. The Tax Reform Act significantly revised the U.S. corporate income tax law by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. In addition to the effects from the Tax Reform Act, we recorded an $8.4 million tax benefit from the utilization of foreign tax credits.

Net income

For the three months ended September 30, 2018, we reported consolidated net income of $146.6 million, or $1.32 per diluted share, compared to a consolidated net income of $99.2 million, or $0.90 per diluted share, for the three months ended September 30, 2017. Net income increased in the third quarter of 2018 as compared to 2017, primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity, partially offset by increases in our interest expense and selling, general and administrative expenses. Furthermore, our income tax expense was reduced due to the impact of the Tax Reform Act. In addition to the effects from the Tax Reform Act, we recorded an $8.4 million tax benefit from the utilization of foreign tax credits.

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Adjusted net income before income taxes

For the three months ended September 30, 2018, we recorded adjusted net income before income taxes of $192.4 million, or $1.73 per diluted share, compared to an adjusted net income before income taxes of $166.4 million, or $1.50 per diluted share, for the three months ended September 30, 2017. Our adjusted net income before income taxes increased primarily due to the continued growth of our fleet and an increase in our aircraft sales, trading and other activity, partially offset by increases in our interest expense and selling, general and administrative expenses.

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.

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Nine months ended September 30, 2018, compared to the nine months ended September 30, 2017

Rental revenue

As of September 30, 2018, we owned 268 aircraft with a net book value of $15.1 billion and recorded $1.2 billion in rental revenue for the nine months then ended, which included $2.4 million in amortization expense related to initial direct costs, which is net of overhaul revenue. In the prior year, as of September 30, 2017, we owned 236 aircraft with a net book value of $12.7 billion and recorded $1.1 billion in rental revenue for the nine months ended September 30, 2017, which included overhaul revenue, net of amortization of initial direct costs, of $3.1 million. The increase in rental revenue was primarily due to the increase in net book value of our operating lease portfolio to $15.1 billion as of September 30, 2018 from $12.7 billion as of September 30, 2017.

Aircraft sales, trading and other revenue

Aircraft sales, trading and other revenue totaled $35.6 million for the nine months ended September 30, 2018 compared to $45.7 million for the nine months ended September 30, 2017. During the nine months ended September 30, 2018, we recorded $24.1 million in gains from the sale of 10 aircraft from our operating lease portfolio to Thunderbolt II. 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 and $8.7 million in other revenue from the forfeiture of security deposits. In addition, we received insurance proceeds of $1.0 million during the nine months ended September 30, 2017 in connection with a litigation settlement.

Interest expense

Interest expense totaled $248.8 million for the nine months ended September 30, 2018 compared to $216.0 million for the nine months ended September 30, 2017. The increase was primarily due to an increase in our aggregate debt balance and an increase in our 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 $428.4 million in depreciation expense of flight equipment for the nine months ended September 30, 2018 compared to $378.0 million for the nine months ended September 30, 2017. The increase in depreciation expense for the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017, is primarily 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 $71.2 million for the nine months ended September 30, 2018 compared to $65.7 million for the nine months ended September 30, 2017. Selling, general and administrative expenses increased primarily due to increased transactional expenses incurred during the period. Selling, general and administrative expense as a percentage of total revenue decreased to 5.8% for the nine months ended September 30, 2018 compared to 5.9% for the nine months ended September 30, 2017. As we continue to add new aircraft to our portfolio, we expect over the long-term, selling, general and administrative expense to decrease as a percentage of our revenue.

Taxes

The effective tax rate was 20.4% and 35.8% for the nine months ended September 30, 2018 and 2017, respectively. The change in effective tax rate is primarily due to the impact of the Tax Reform Act. The Tax Reform Act significantly revised the U.S. corporate income tax law by, among other things, lowering the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. In addition to the effects from the Tax Reform Act, we recorded an $8.4 million tax benefit from the utilization of foreign tax credits.

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Net income

For the nine months ended September 30, 2018, we reported consolidated net income of $372.4 million, or $3.36 per diluted share, compared to a consolidated net income of $285.1 million, or $2.59 per diluted share, for the nine months ended September 30, 2017. Net income increased in the first nine months of 2018 as compared to 2017, primarily due to the continued growth of our fleet, partially offset by increases in our interest expense and selling, general and administrative expenses. Furthermore, our income tax expense was reduced due to the impact of the Tax Reform Act. In addition to the effects from the Tax Reform Act, we recorded an $8.4 million tax benefit from the utilization of foreign tax credits.

Adjusted net income before income taxes

For the nine months ended September 30, 2018, we recorded adjusted net income before income taxes of $505.5 million, or $4.55 per diluted share, compared to an adjusted net income before income taxes of $479.7 million, or $4.34 per diluted share, for the nine months ended September 30, 2017. Our adjusted net income before income taxes increased due to the continued growth of our fleet, partially offset by increases in our interest expense and selling, general and administrative expenses.

Contractual Obligations

Our contractual obligations as of September 30, 2018, are as follows (in thousands):


	2018		2019		2020		2021		2022		Thereafter		Total
Long-term debt obligations	$	240,239	$	1,145,826	$	1,187,233	$	1,680,927	$	2,369,384	$	4,600,667	$	11,224,276
Interest payments on debt outstanding (1)		53,383		362,134		326,213		277,828		217,476		962,676		2,199,710
Purchase commitments		1,327,140		6,559,513		5,503,786		5,765,900		5,207,315		2,721,097		27,084,751
Operating leases		615		3,173		5,373		5,610		6,016		44,241		65,028
Total	$	1,621,377	$	8,070,646	$	7,022,605	$	7,730,265	$	7,800,191	$	8,328,681	$	40,573,765

(1)

Future interest payments on floating rate debt are estimated using floating rates in effect at September 30, 2018.

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. We have investments in two joint ventures in which we own 9.5% of the equity of each joint venture. We account for our investment in these joint ventures using the equity method of accounting due to our level of influence and involvement in the joint ventures. We also have a non-controlling interest in Thunderbolt II of 5.1% and it is accounted for as an investment under the cost method of accounting.

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, 2017. 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, 2018.

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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 significant portion of our aircraft acquisitions. As of September 30, 2018 and December 31, 2017, we had $0.9 billion and $1.4 billion in floating-rate debt outstanding, respectively. If interest rates increase, we would be obligated to make higher interest payments to our lenders. If we incur significant fixed-rate debt in the future, increased interest rates prevailing in the market at the time of the incurrence of such debt would also increase our interest expense. If our composite rate were to increase by 1.0%, we would expect to incur additional interest expense on our existing indebtedness of approximately $9.4 million and $14.3 million as of September 30, 2018 and December 31, 2017, respectively, each on an annualized basis, which would put downward pressure on our operating margins. Further, as of September 30, 2018, 91.7% of our total debt incurred interest at a fixed rate.

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

Foreign Exchange Rate Risk

We attempt to minimize currency and exchange risks by entering into aircraft purchase agreements and a majority of lease agreements and debt agreements with U.S. dollars as the designated payment currency. Thus, most of our revenue and expenses are denominated in U.S. dollars. As of September 30, 2018 and December 31, 2017, approximately 0.9% and 1.0% of our lease revenues were denominated in Euros, respectively. As our principal currency is the U.S. dollar, fluctuations in the U.S. dollar as compared to other major currencies should not have a significant impact on our future operating results.

ITEM 4. CONTROLS AND 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. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives as the Company’s controls are designed to do, and management necessarily was required to apply its judgment in evaluating the risk related to controls and procedures.

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, 2018. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at September 30, 2018.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Effective January 1, 2018, we implemented ASU 2014-09 and given its limited impact, we made certain revisions to existing controls to conform to the new five-step model provided in the revenue standard, including enhanced contract review requirements and other ongoing monitoring activities. These controls were designed to provide assurance at a reasonable level of the fair presentation of our consolidated financial statements and related disclosures.

PART II—OTHER INFORMATIO N

ITEM 1. LEGAL PROCEEDING S

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

ITEM 1A. RISK FACTOR S

Other than as set forth below, there have been no material changes in our risk factors from those discussed under “Part I—Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2017.

Future sales of our Class A Common Stock by existing stockholders, or the perception that these sales may occur, especially by directors, executive officers or significant stockholders of Air Lease, may cause our stock price to decline.

If our existing stockholders, in particular our directors, executive officers or other affiliates, sell substantial amounts of our Class A Common Stock in the public market, or are perceived by the public market as intending to sell, the trading price of our Class A Common Stock could decline. In addition, shares underlying any outstanding options and restricted stock units will become eligible for sale if exercised or settled, as applicable, and to the extent permitted by the provisions of various vesting agreements and Rule 144 of the Securities Act. All the shares of Class A Common Stock subject to stock options and restricted stock units outstanding and reserved for issuance under the Air Lease Corporation 2014 Equity Incentive Plan have been registered on Form S-8 under the Securities Act and such shares are eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. Sale of these shares of Class A Common Stock could impair our ability to raise capital through the sale of equity or equity related securities, should we wish to do so. A significant number of shares of our Class A Common Stock may be sold in the public market by any selling stockholders listed in a prospectus we may file with the Securities and Exchange Commission from time to time. We cannot predict the timing or amount of future sales of our Class A Common Stock by any such selling stockholders, but such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for our Class A Common Stock.

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

On August 30, 2018, a holder of our 3.875% convertible senior notes due 2018 (“Convertible Notes”) converted $1,000 in principal amount of our Convertible Notes and received 34 shares of Class A Common Stock at a per share conversion price of $29.29. The shares were issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIE S

None.

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ITEM 4. MINE SAFETY DISCLOSURE S

None.

ITEM 5. OTHER INFORMATIO N

None.

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. 333-171734)).

3.2	Fourth Amended and Restated Bylaws of Air Lease Corporation (incorporated by reference to Exhibit 3.1 to Air Lease Corporation's Current Report on Form 8-K filed on March 27, 2018 (File No. 001-35121)).

4.1	Nineteenth Supplemental Indenture, dated as of September 17, 2018, by and between Air Lease Corporation and Deutsche Bank Trust Company Americas, as trustee, relating to 3.5% Senior Notes due 2022 (incorporated by reference to Exhibit 4.2 to Air Lease Corporation's Current Report on Form 8-K filed on September 17, 2018 (File No. 001-35121)).

4.2	Twentieth Supplemental Indenture, dated as of September 17, 2018, by and between Air Lease Corporation and Deutsche Bank Trust Company Americas, as trustee, relating to 4.625% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to Air Lease Corporation's Current Report on Form 8-K filed on September 17, 2018 (File No. 001-35121)).

10.1†	Supplemental Agreement No. 10 to Purchase Agreement No. PA-03659, dated August 6, 2018, by and between Air Lease Corporation and The Boeing Company.

10.2 †	Supplemental Agreement No. 11 to Purchase Agreement No. PA-03659, dated August 24, 2018, by and between Air Lease Corporation and The Boeing Company.

10.3†	Supplemental Agreement No. 16 to Purchase Agreement No. PA-03791, dated August 6, 2018, by and between Air Lease Corporation and The Boeing Company.

10.4†	Supplemental Agreement No. 18 to Purchase Agreement No. PA-03791, dated August 6, 2018, by and between Air Lease Corporation and The Boeing Company.

10.5	Commitment Increase Supplement, dated October 23, 2018, 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 (filed herewith).

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

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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.

Table of Contents

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 8, 2018	/s/ John L. Plueger
	John L. Plueger
	Chief Executive Officer and President
	(Principal Executive Officer)

November 8, 2018	/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

Supplemental Agreement No. 10

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of August 6, 2018, ( Supplemental Agreement No. 10 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 10 have the same meaning as in the Purchase Agreement;

WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659 dated as of October 31, 2011 (the Purchase Agreement ) relating to the purchase and sale of Model 787-9 aircraft and Model 787-10 aircraft;

WHEREAS, pursuant to Letter Agreement No HAZ-PA-03659-LA-1104730R4[ * ];

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

WHEREAS, Boeing and Customer agree to [*];

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to add three (3) incremental 787-9 Block E Aircraft, scheduled to deliver in [*] (787-9 Block E Aircraft); and

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-03659

SA-10

BOEING PROPRIETARY

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. 10 which reflects the revisions set forth in this Supplemental Agreement No. 10.

2. TABLE 1 .

a. A revised Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Trent 1000-J Engines , provided as Enclosure 2 to this Supplemental Agreement No. 10 and is hereby incorporated into the Purchase Agreement to reflect [*].

b. A revised Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines, provided as Enclosure 3 to this Supplemental Agreement No. 10 and is hereby incorporated into the Purchase Agreement to reflect [*].

c. A revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines , provided as Enclosure 4 to this Supplemental Agreement No. 10 and is hereby incorporated into the Purchase Agreement to [*].

d. A revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments General Electric Engines, provided as Enclosure 5 to this Supplemental Agreement No. 10 and is hereby incorporated into the Purchase Agreement to [ * ].

e. A new Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments Rolls-Royce Engines , provided as Enclosure 6 to this Supplemental Agreement No. 10 is hereby incorporated into the Purchase Agreement. This Table 1F contains delivery, description, price, and advance payment information for the 787-9 Block E Aircraft equipped with Rolls Royce Trent 1000-J engines;

f. A new Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments General Electric Engines , provided as Enclosure 7 to this Supplemental Agreement No. 10 is hereby incorporated into the Purchase Agreement. This Table 1F contains delivery, description, price, and advance payment information for the 787-9 Block E Aircraft equipped with General Electric GEnx-1B74/75 engines;

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

HAZ-PA-03659

SA-10

BOEING PROPRIETARY

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 8 to this Supplemental Agreement No. 10, which reflects [ * ].

4. LETTER AGREEMENTS .

a. Letter Agreement LA-1104720R5, Advance Payment Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R6, Advance Payment Matters , provided as Enclosure 9 to this Supplemental Agreement No. 10 and incorporated into the Purchase Agreement by this reference. This revised letter agreement provides [*].

b. Letter Agreement LA-1104730R4, Model 787 Open Configuration Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104730R5, Model 787 Open Configuration Matters , provided as Enclosure 10 to this Supplemental Agreement No. 10 and incorporated into the Purchase Agreement by this reference. This revised letter agreement [*].

c. Letter Agreement LA-1301081, Special Matters – 787-10 Block A Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1301081R1, Special Matters – 787-10 Block A Aircraft , provided as Enclosure 11 to this Supplemental Agreement No. 10, which reflects [*].

d. Letter Agreement LA-1300864R2, Aircraft Performance Guarantees – 787-9 Block B, Block C, and Block D Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1300864R3, Aircraft Performance Guarantees – 787-9 Block B, Block C, and Block D, and Block E Aircraft , provided as Enclosure 12 to this Supplemental Agreement No. 10 and incorporated into the Purchase Agreement by this reference. This revised letter agreement governs the Performance Guarantees for the 787-9 Block E Aircraft.

e. Letter Agreement LA-1301080R3, Special Matters - 787-9 Blocks B, C and D Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R4, Special Matters - 787-9 Blocks B, C, D and E Aircraft , provided as Enclosure 13 to this Supplemental Agreement No. 10, which reflects [*].

f. Letter Agreement LA-1302043, [*], is deleted in its entirety and replaced by a revised Letter Agreement LA-1302043R1, [*], provided as Enclosure 14 to this

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

HAZ-PA-03659

SA-10

iii

BOEING PROPRIETARY

Supplemental Agreement No. 10 and incorporated into the Purchase Agreement by this reference. This revised letter agreement provides [*].

g. Letter Agreement LA-1805142, [*], provided as Enclosure 15 to this Supplemental Agreement No. 10 is hereby incorporated into the Purchase Agreement by this reference. This revised letter agreement provides [ * ].

h. Letter Agreement LA-1805362, Model 787 Post Delivery Software and Data Loading , provided as Enclosure 16 to this Supplemental Agreement No. 10 is hereby incorporated into the Purchase Agreement by this reference. This revised letter agreement provides the terms regarding post-delivery software load for 787 aircraft.

The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect.

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

THE BOEING COMPANY		AIR LEASE CORPORATION

BY:	/s/ Michael Lombardi	BY:	/s/ John L. Plueger

ITS:	Attorney-In-Fact	ITS:	CEO & President

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

HAZ-PA-03659

SA-10

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-10
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-10
1D.	787-9 Block C Aircraft Information Table	SA-6
1E.	787-9 Block D Aircraft Information Table	SA-10
1F.	787-9 Block E Aircraft Information Table	SA-10

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-10
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-10
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-1104720 R6	Advance Payment Matters	SA-10
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-1104730 R5	Open Configuration Matters	SA-10
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-1300864 R3	Performance Guarantees – 787-9 Block B, C and D Aircraft	SA-10
LA-1301080 R4	Special Matters – 787-9 Blocks B, C, D, and E Aircraft	SA-10
LA-1301081 R1	Special Matters – 787-10 Block A Aircraft	SA-10
LA-1301082R2	[*]	SA-7
	Promotional Support – 787-10 Aircraft	SA-2
LA-1301083	[*]	SA-2
LA-1301084	[*]	SA-10
LA-1302043 R1	[*]	SA-2
LA-1302348R1

LA-1601083	Special Matters Relating to In-Seat IFE [*]	SA-7
LA-1605597	[*]	SA-9
LA-1805142	[*]	SA-10
LA-1805362	Model 787 Post-Delivery Software and Data Loading	SA-10

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

	SA-10
HAZ-PA-03659	PA Page 3

BOEING PROPRIETARY

Enclosure 2

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines


Airframe Model/MTOW:	787-10	553000 pounds	Detail Specification:	787B1-3806-E (5/10/2013)
Engine Model/Thrust:	TRENT1000-J	74100 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):	[*]
			Base Year Index (CPI):	[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[]-2020	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

	SA-10
HAZ-PA-03659 63946-1F.TXT	Page 1

BOEING PROPRIETARY

Enclosure 2

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

	SA-10
HAZ-PA-03659 63946-1F.TXT	Page 2

BOEING PROPRIETARY

Enclosure 2

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

Rolls Royce Trent 1000-J Engines

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2022				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	[*]

[*]

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

	SA-10
HAZ-PA-03659 63946-1F.TXT	Page 3

BOEING PROPRIETARY

Enclosure 3

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines


Airframe Model/MTOW:	787-10	553000 pounds	Detail Specification:	787B1-3806-E (5/10/2013)
Engine Model/Thrust:	GENX-1B74/75	74100 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):	[*]
			Base Year Index (CPI):	[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[]-2019	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

	SA-10
HAZ-PA-03659 63946-1F.TXT	Page 1

BOEING PROPRIETARY

Enclosure 3

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines


		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]

	SA-10
HAZ-PA-03659 63946-1F.TXT	Page 2

BOEING PROPRIETARY

Enclosure 3

Table 1C To

Purchase Agreement No. PA-03659

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

		Manufacturer's		Escalation	Escalation	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Lessee	Factor	Factor	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	Number		(Airframe)	(Engine)	Price Per A/P	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2022				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]				[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	[*]

[*]

* 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

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.

	SA-10
87954-1F.TXT	Page 1

BOEING PROPRIETARY

Enclosure 5

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

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

[*]

[*]-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-10
87954-1F.TXT	Page 1

BOEING PROPRIETARY

Enclosure 6

Table 1F To

Purchase Agreement No. PA-03659

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

Rolls-Royce Engines


Airframe Model/MTOW:	787-9	560,000 pounds	Detail Specification:	787B1-4102-V (11/10/2017)	4Q17 External Fcst
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):	[*]
LIFT Seats Provided by Boeing (Estimate):		[*]	Base Year Index (CPI):	[*]
Deposit per Aircraft:		[*]


		Escalation	Escalation	Manufacturer	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Factor	Factor	Serial	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	(Airframe)	(Engine)	Number	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2020	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2022	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	3

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.

HAZ-PA-03659 110418-1F.txt

Page 1

BOEING PROPRIETARY

Enclosure 7

Table 1F To

Purchase Agreement No. PA-03659

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

General Electric Engines


Airframe Model/MTOW:	787-9	560,000 pounds	Detail Specification:	787B1-4102-V (11/10/2017)	4Q17 External Fcst
Engine Model/Thrust:	GENX-1B74/75	74,100 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	[*]	[*]
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:		[*]	Base Year Index (ECI):	[*]
LIFT Seats Provided by Boeing (Estimate):		[*]	Base Year Index (CPI):	[*]
Deposit per Aircraft:		[*]


		Escalation	Escalation	Manufacturer	Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Factor	Factor	Serial	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	(Airframe)	(Engine)	Number	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2020	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]-2022	1	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
Total:	3

[*]

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.

HAZ-PA-03659 110415-1F.txt

Page 1

BOEING PROPRIETARY

Enclosure 8

787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

And

Air Lease Corporation

Supplemental Exhibit CS1 to Purchase Agreement Number PA-03659


This document contains:

Part 1	Boeing Maintenance and Flight Training Programs; Operations Engineering Support

Part 2	Field and Engineering Support Services

Part 3	Technical Information and Materials

Part 4	Alleviation or Cessation of Performance

Part 5	Protection of Proprietary Information and Proprietary Materials

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Enclosure 8

787 CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING

PROGRAMS; OPERATIONS ENGINEERING SUPPORT

1. Boeing Training Programs .

Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.

1.1 Customer is awarded [ * ] points ( Training Points ). At any time before twenty-four (24) months after delivery of Customer’s last Aircraft ( Training Program Period ) Customer may exchange Training Points for any of the training courses described on Attachment A at the point values described on Attachment A or for other training Boeing may identify at specified point values. At the end of the Training Program Period any unused Training Points will expire.

1.2 In addition to the training provided in Article 1.1, Boeing will provide to Customer the following training and services:

1.2.1 Flight dispatcher model specific instruction; one (1) class of six (6) students (1 aircraft); Flight dispatcher model specific instruction; two (2) classes of six (6) students ( > 2 aircraft);

1.2.2 performance engineer model specific instruction in Boeing’s regularly scheduled courses; schedules are published yearly.

1.2.3 Additional Flight Operations Services:

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

(ii) Instructor pilots for sixty (60) Man Days (as defined in Article 5.4, below) for revenue service training assistance (1 aircraft); Instructor pilots for ninety (90) Man Days (as defined in Article 5.4, below) for revenue service training assistance ( > 2 aircraft);

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

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

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Enclosure 8

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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Enclosure 8

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 such services if flight crew training is conducted elsewhere. Regardless of the location of such

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Enclosure 8

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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Enclosure 8

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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Enclosure 8

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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Enclosure 8

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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Enclosure 8

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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Enclosure 8

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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Enclosure 8


		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)

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Enclosure 8

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

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

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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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Enclosure 8

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, Customer

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Enclosure 8

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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Enclosure 8

787 CUSTOMER SUPPORT DOCUMENT

ATTACHMENT A

787 TRAINING POINTS MENU

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

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Enclosure 8

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

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


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

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Enclosure 8

*Points per Class are based upon training conducted according to the standard Boeing training course. Extended or modified courses will require

point adjustment to reflect altered work statement or duration.

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

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

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Enclosure 9

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1104720 R6

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Advance Payment Matters

Reference:	Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1104720 R5 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, 787-9 Block D Aircraft, and 787-9 Block E Aircraft. [*]

1.4.1 [*]

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

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

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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 .

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

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

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

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Enclosure 9

Very truly yours,


THE BOEING COMPANY

By	/s/ Michael Lombardi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

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BOEING PROPRIETARY

Enclosure 10

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1104730 R5

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	Model 787 Open Configuration Matters

Reference:	Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9, and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1104730R4 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1. [ * ]

2. Aircraft Configuration .

2.1 Initial Configuration . The initial configuration of Customer's Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev D, dated April 27, 2011 for the 787-9 Block A Aircraft, and Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev. J, dated May 17, 2013 for the 787-9 Block B Aircraft. The initial configuration for the 787-10 Block A Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev. J dated May 17, 2013, as supplemented by General Description document 787B1-3806 Rev. E dated May 10, 2013. The initial configuration of Customer's Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev O, dated September 5, 2014 for the 787-9 Block C Aircraft. The initial configuration of Customer's Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev S, dated December 11, 2015 for the 787-9 Block D Aircraft. The initial configuration of Customer's Model 787-9 Aircraft has been defined by Boeing Model 787 Airplane Configuration Specification document 787B1-4102 Rev V, dated November 10, 2017 for the 787-9 Block E Aircraft. Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft, the final configuration of the Customer’s Aircraft has not yet been defined.

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

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Enclosure 10

2.2 Final Configuration Schedule . Customer and Boeing hereby agree to complete the configuration of the Aircraft using the then current Model 787 Airplane Configuration Specification document and selections from the then current 787 Airplane Descriptions and Selections document ( Final Configuration ) in accordance with the following schedule:

2.2.1 Subject to the provisions of Article 2.2.2, below, Final Configuration shall be completed no later than [ * ] prior to delivery of the first Aircraft.

2.2.2 If Customer wishes to include installation of Customer’s BFE premium class seats in the configuration of the Aircraft, Customer shall give written notice to Boeing by the lead times identified in Supplemental Exhibit BFE1 to the Purchase Agreement.

2.2.2.1 If requested by Customer, Boeing will provide a list of offerable BFE premium seat suppliers and previously certified seat models to support Customer’s selection in paragraph 2.2.2 above.

2.2.2.2 Should Customer elect to install a follow-on configuration that includes BFE premium class seat in the configuration of the Aircraft that (i) has been previously certified on another 787 aircraft or (ii) has minor changes from a previous certified seat, Boeing agrees to work with Customer to evaluate offerability of such seat program and to work towards reducing Boeing’s charges for such seat program.

2.2.2.3 In the event, Customer’s timing to secure a lessee for the Aircraft does not afford Customer the ability to comply with the BFE premium class seat lead times set forth in Supplemental Exhibit BFE1 to the Purchase Agreement, Boeing will make reasonable efforts to work with Customer to shorten the lead times [*], based on the BFE premium class seat configuration (reference paragraph 2.2.2.2 above) and Boeing’s then-current lead time criteria. If Boeing determines that a BFE Seat Selection Lead Time of less than thirty (30) months before delivery is sufficient, Boeing will promptly notify Customer of the reduced lead time and such notice will incorporate the new lead time requirements into the Purchase Agreement.

2.2.2.4 Boeing agrees to maintain current offerings of premium seat suppliers in the 787 Airplane Descriptions and Selections (AD&S) document. A premium seat supplier in this paragraph 2.2.2.4 shall mean a supplier for a premium economy, business / first class seat in the AD&S. To demonstrate this commitment, Boeing will strive to maintain at least two (2) preferred premium class seats for each offering (premium economy and business / first class seat) in the AD&S at all times. For purposes of this Purchase Agreement, a preferred premium class seat (Preferred Premium Class Seat) is:

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

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Enclosure 10

(i) for an existing AD&S premium seat selection, a premium seat that, at the BFE Seat Selection Time, has been purchased by another customer and is comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle aircraft available for delivery in the same timeframe as Customer’s Aircraft; or

(ii) for a relatively new offering by Boeing that has not been purchased by another customer at the BFE Seat Selection Time, such premium seat will be considered a Preferred Premium Class Seat if it is being actively evaluated in the marketplace for 787 configurations and/or is comparable to a premium seat selection that has been certified for in-sequence production installation on modern twin-aisle aircraft available for delivery in the same timeframe as Customer’s Aircraft.

The determination of a Preferred Premium Class Seat will be made by Boeing and Customer working together in good faith. In the event Boeing and Customer determine that Boeing does not have two Preferred Premium Class Seat selections available at the BFE Seat Selection Time, but Customer elects to pursue a premium seat solution which utilizes an existing catalog offering with configuration changes from a previously certified seat, Customer will pay Boeing’s charges for such seat program based upon Boeing’s level of effort required to support the program. If Boeing does not have two Preferred Premium Class Seat selections available at the BFE Seat Selection Time and Customer elects to pursue a new BFE premium seat program, Boeing will agree to waive the then-current AD&S option charge for a BFE premium seat installation. Boeing’s commitment herein shall not exceed waiver of [ * ] BFE premium seat installation option charges in total for the [*] Aircraft listed in Table 1 to the Purchase Agreement.

2.3 [*]

2.4 Additional Configuration Matters for 787-9 Block C Aircraft .

2.4.1 Notwithstanding Article 2.2.1 above, Boeing and Customer will use reasonable commercial efforts to complete the Final Configuration for the 787-9 Block C Aircraft as soon as practical following the execution of Supplemental Agreement No. 6 to the Purchase Agreement and in accordance with the following schedule:

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

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Enclosure 10

Category C Vendor Selection – [ * ]

Initial Configuration Meetings – [*]

Engine Selection – [*]

Final Configuration Meeting – [*]

Customer Configuration Acceptance – [*]

2.4.2 All optional features for the 787-9 Block C Aircraft will be selected from Boeing’s 787 Standard Selections catalog.

2.4.3 Business class seat selection and configuration for the 787-9 Block C Aircraft will be as agreed with [*] during meetings with Boeing and Customer and includes [*]. Boeing and Customer agree to work together in support of the seat development program to minimize any disruptions, unplanned events or delays. In the event of a supplier non-performance, [*]; and

2.4.4 [*]. Boeing and Customer agree to work together in support of the seat development program to minimize any disruptions, unplanned events or delays. In the event of a supplier non-performance, [*].

3. Amendment of the Purchase Agreement .

Within thirty (30) days following Final Configuration Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

3.1 changes applicable to the basic Model 787 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration ( Baseline Changes );

3.2 incorporation into Exhibit A of the Purchase Agreement of those optional features which have been agreed to by Customer and Boeing ( Customer Configuration Changes ). [*];

3.3 revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft performance of the incorporation of the Customer Configuration Changes;

3.4 changes to the Optional Features Prices, Aircraft Basic Price and the Advance Payment Base Price of the Aircraft to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes; and

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

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Enclosure 10

3.5 changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount included in Table 1 of the Purchase Agreement for In-Flight Entertainment ( IFE ) and the price of the IFE reflected in the Customer Configuration Changes.

4. Other Letter Agreements .

Boeing and Customer acknowledge that as the definition of the Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the following subjects:

4.1 Software . Additional provisions relating to software.

4.2 In-Flight Entertainment ( IFE ) and/or Buyer Furnished Equipment ( BFE ) . Provisions relating to the terms under which Boeing may offer or install IFE and/or BFE in the Aircraft.

5. Confidential Treatment .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 5), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors 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.

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Enclosure 10

Very truly yours,


THE BOEING COMPANY

By	/s/ Michael Lombardi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:

August 6, 2018


AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

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BOEING PROPRIETARY

Enclosure 11

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1301081 R1

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: Special Matters – 787-10 Block A Aircraft

Reference: Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1301081 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 787-10 Block A Aircraft, Boeing will issue to Customer a Basic Credit Memorandum in the amount of [*].

1.2 Leasing Credit Memorandum . Customer expressly intends to lease the Aircraft to a third party or parties ( Lessee or Lessees ) who is/are in the commercial airline business as aircraft operator(s). As an incentive for and in consideration of Customer entering into a lease for the 787-10 Block A Aircraft prior to delivery of the 787-10 Block A Aircraft to be leased, in accordance with the requirements set forth in the Purchase Agreement, Boeing will issue to Customer a Leasing Credit Memorandum in the amount of [*]. Under no circumstances will Customer be permitted to assign this Leasing Credit Memorandum.

1.3 [*]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

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

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Enclosure 11

1.9 [*]

1.10 [*]

1.11 [*]

2. Escalation of Credit Memoranda .

Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] and will be escalated to the scheduled month of the respective 787-10 Block A Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).

3. [*]

4. [*]

5. [*]

6. [*]

7. [*]

8. [*]

9. [*]

10. Confidentiality .

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 9), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 9. Customer shall be fully responsible to Boeing for compliance with such obligations.

* 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 11

Very truly yours,

THE BOEING COMPANY

By	/s/ Michael Lombardi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

HAZ-PA-03659-LA-1301081 R1	SA-10
Special Matters – 787-10 Block A Aircraft	LA Page 3

BOEING PROPRIETARY

Enclosure 12

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-3659-LA-1300864R3

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject:	Aircraft Performance Guarantees – 787-9 Block B, Block C, Block D , and Block E Aircraft

Reference:	Purchase Agreement No. PA-3659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-3659-LA-1300864R2 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.

Boeing agrees to provide Customer with the performance guarantees in the Attachment which are applicable to the Aircraft shown in Table 1B, Table 1D, Table 1E, and Table 1F (the 787-9 Block B, C, D, and E Aircraft ). These guarantees are exclusive and expire upon delivery of the 787-9 Block B, C, D, and E Aircraft to Customer.

1. Assignment .

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

2. Disclosure of Performance Guarantees to Lessee .

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. Customer may, however, share the performance guarantees with a Lessee of Customer who has entered into a letter of intent to lease from Customer the Aircraft for which the performance guarantee applies and who has agreed not to disclose the information to others pursuant to an appropriate confidentiality agreement.

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BOEING PROPRIETARY

Enclosure 12

3. Confidential Treatment .

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

Very truly yours,

THE BOEING COMPANY

By		/s/ Michael Lombardi

Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION


By		/s/ John L. Plueger

Its		CEO & President

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BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ PA 3659 LA 1300864R3

GEnx [*] Engines

Page 1

MODEL 787‑9 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION	CONTENTS
1	AIRCRAFT MODEL APPLICABILITY
2	FLIGHT PERFORMANCE
3	AIRCRAFT CONFIGURATION
4	GUARANTEE CONDITIONS
5	GUARANTEE COMPLIANCE
6	EXCLUSIVE GUARANTEES

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

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1 AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 787‑9 Aircraft with a maximum takeoff weight of [*], a maximum landing weight of [*], and a maximum zero fuel weight of [*], and equipped with Boeing furnished GEnx‑[ * ] engines.

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel

The block fuel for a stage length of [*] nautical miles in still air with a [*] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:


NOMINAL:	[*] Pounds
TOLERANCE:	[*] Pounds
GUARANTEE:	[*] Pounds

Conditions and operating rules:


Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi‑out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi‑in.
Takeoff:	The airport altitude is sea level.
	The takeoff gross weight is not limited by the airport conditions.
	Maximum takeoff thrust is used for the takeoff.
	The takeoff gross weight shall conform to FAA Regulations.

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

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Climbout Maneuver:	[*]
Climb:	[*]
	[*]
	[*]
	[*]
	The temperature is standard day during climb.
	Maximum climb thrust is used during climb.
[*]	[*]
	[*]
	[*]
	[*]
	[*]
[*]	[*]
	[*]
	[ * ]
Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
	The destination airport altitude is a sea level airport.
Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

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

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	Taxi‑Out:
	Fuel [*] Pounds
	Takeoff and Climbout Maneuver:
	Fuel [*] Pounds
	Distance [*] Nautical Miles
	Approach and Landing Maneuver:
	Fuel [*] Pounds
	Taxi‑In (shall be consumed from the reserve fuel):
	Fuel [*] Pounds
	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds
	[*]

2.1.2 Mission Range

The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:


NOMINAL:	[*] Nautical Miles
TOLERANCE:	[*] Nautical Miles
GUARANTEE:	[ * ] Nautical Miles

Conditions and operating rules:

Still Air Range:	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:	The airport altitude is sea level.
	The takeoff gross weight is not limited by the airport conditions.
	Maximum takeoff thrust is used for the takeoff.

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

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GEnx [*] Engines

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	The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:	[*]
Climb:	[*]
	[*]
	[*]
	[ * ]
	The temperature is standard day during climb.
	Maximum climb thrust is used during climb.
[*]	[*]
	[*]
	[*]
	[*]
	[*]
[*]	[*]
	[*]
	[*]
Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
	The destination airport altitude is a sea level airport.

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

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Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
	Taxi‑Out:
	Fuel [*] Pounds
	Takeoff and Climbout Maneuver:
	Fuel [*] Pounds
	Distance [*] Nautical Miles
	Approach and Landing Maneuver:
	Fuel [*] Pounds
	Taxi‑In (shall be consumed from the reserve fuel):
	Fuel [ * ] Pounds
	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds
	[*]

2.1.3 Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

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2.1.4 787‑9 Weight Summary ‑ ALC


	Pounds

Standard Model Specification MEW	[*]
787 Airplane Configuration Specification 787B1‑4102 Rev H, dated January 31, 2013

[*]
GEnx Engines
[*]
[*]

Changes for ALC*
Interior Change to [] Passengers []	[*]
Reference LOPA [*]
Selected MTW: [*]	[*]
[*]	[*]
[ * ]	[*]
Customer Options Allowance	[*]
ALC Manufacturer's Empty Weight (MEW)	[*]

Standard and Operational Items Allowance (Paragraph 2.1.5)	[*]

ALC Operational Empty Weight (OEW)	[*]

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

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

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

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2.1.5 Standard and Operational Items Allowance


	Qty	lb	lb	lb

Standard Items Allowance				[*]

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[*]	[*]
Smoke Hoods	[ * ]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				[*]

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]

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

P.A. No. 3659
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GEnx [*] Engines

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[*]

Total Standard and Operational Items Allowance

[*]

3 AIRCRAFT CONFIGURATION

3.1 The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1‑4102, Revision H, "787 Airplane Configuration Specification", dated January 31, [ * ].

3.2 The specified payload of the Paragraph 2.1.1 block fuel guarantee and the specified payload of the Paragraph 2.1.2 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees:

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.2 The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25‑1 through 25‑117, subject to the approval of the Federal Aviation Administration.

4.3 In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 4.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

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

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4.4 The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 235 mph tires, with anti‑skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti‑icing turned off and the Auxiliary Power Unit (APU) turned off unless otherwise specified. The improved climb performance procedure will be used for takeoff as required.

4.5 [ * ]

4.6 [*]

4.7 Performance, where applicable, is based on [*].

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2 Compliance with the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 787‑9.

5.3 Compliance with the climb, cruise and descent portions of the mission guarantees shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification.

5.4 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03‑60‑00 of the Detail Specification.

5.5 The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

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

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

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

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Trent [*] Engines

Page 1

MODEL 787‑9 PERFORMANCE GUARANTEES

FOR AIR LEASE CORPORATION

SECTION	CONTENTS
1	AIRCRAFT MODEL APPLICABILITY
2	FLIGHT PERFORMANCE
3	AIRCRAFT CONFIGURATION
4	GUARANTEE CONDITIONS
5	GUARANTEE COMPLIANCE
6	EXCLUSIVE GUARANTEES

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

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1 AIRCRAFT MODEL APPLICABILITY

2 FLIGHT PERFORMANCE

2.1 Mission

2.1.1 Mission Block Fuel


NOMINAL:	[ * ] Pounds
TOLERANCE:	[ * ] Pounds
GUARANTEE:	[ * ] Pounds

Conditions and operating rules:

Stage Length:	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Block Fuel:	The block fuel is defined as the sum of the fuel used for taxi‑out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi‑in.
Takeoff:	The airport altitude is sea level.
	The takeoff gross weight is not limited by the airport conditions.
	Maximum takeoff thrust is used for the takeoff.
	The takeoff gross weight shall conform to FAA Regulations.

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

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Climbout Maneuver:	[*]
Climb:	[*]
	[*]
	[*]
	[*]
	The temperature is standard day during climb.
	Maximum climb thrust is used during climb.
[*]	[*]
	[*]
	[*]
	[*]
	[*]
[*]	[*]
	[*]
	[ * ]
Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
	The destination airport altitude is a sea level airport.
Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:

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

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	Taxi‑Out:
	Fuel [*] Pounds
	Takeoff and Climbout Maneuver:
	Fuel [*] Pounds
	Distance [*] Nautical Miles
	Approach and Landing Maneuver:
	Fuel [*] Pounds
	Taxi‑In (shall be consumed from the reserve fuel):
	Fuel [*] Pounds
	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds
	[*]

2.1.2 Mission Range

The still air range with a [*] pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value:


NOMINAL:	[*] Nautical Miles
TOLERANCE:	[*] Nautical Miles
GUARANTEE:	[*] Nautical Miles

Conditions and operating rules:

Still Air Range:	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:	The airport altitude is sea level.
	The takeoff gross weight is not limited by the airport conditions.
	Maximum takeoff thrust is used for the takeoff.

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

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	The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:	[*]
Climb:	[*]
	[*]
	[*]
	[*]
	The temperature is standard day during climb.
	Maximum climb thrust is used during climb.
[*]	[*]
	[ * ]
	[*]
	[*]
	[*]
[*]:	[*]
	[*]
	[*]
Approach and Landing Maneuver:	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
	The destination airport altitude is a sea level airport.

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

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Fixed Allowances:	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
	Taxi‑Out:
	Fuel [*] Pounds
	Takeoff and Climbout Maneuver:
	Fuel [*] Pounds
	Distance [*] Nautical Miles
	Approach and Landing Maneuver:
	Fuel [ * ] Pounds
	Taxi‑In (shall be consumed from the reserve fuel):
	Fuel [*] Pounds
	Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*] Pounds
	[*]

2.1.3 Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.1.4 is the basis for the mission guarantees of Paragraphs 2.1.1 and 2.1.2.

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

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2.1.4 787‑9 Weight Summary ‑ ALC

	Pounds

Standard Model Specification MEW	[*]
787 Airplane Configuration Specification 787B1‑4102 Rev H, dated January 31, 2013

[*]
Trent [*] Engines
[*]
[*]

Changes for ALC*
Interior Change to [] Passengers []	[*]
Reference LOPA [ * ]
Selected MTW: [*]	[*]
[*]	[*]
[*]	[*]
Customer Options Allowance	[*]
ALC Manufacturer's Empty Weight (MEW)	[*]

Standard and Operational Items Allowance (Paragraph 2.1.5)	[*]

ALC Operational Empty Weight (OEW)	[*]

	Quantity	Pounds	Pounds

Seat Weight Included*			[*]

[*]	[*]	[*]

[*]	[*]	[*]

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

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

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2.1.5 Standard and Operational Items Allowance


	Qty	lb	lb	lb

Standard Items Allowance				[*]

Unusable Fuel			[*]
Oil			[*]
Oxygen Equipment			[*]
Portable Oxygen Bottles	[*]	[*]
Miscellaneous Equipment			[*]
First Aid Kits	[*]	[*]
Crash Axe	[*]	[*]
Megaphones	[*]	[*]
Flashlights @ C/A Sta.	[*]	[*]
Smoke Goggles	[ * ]	[*]
Smoke Hoods	[*]	[*]
Galley Structure & Fixed Inserts [*]			[*]
Operational Items Allowance				[*]

Crew and Crew Baggage			[*]
Flight Crew [*]	[*]	[*]
Cabin Crew [*]	[*]	[*]
Baggage [*]	[*]	[*]
Flight Crew Briefcase [*]	[*]	[*]
Catering Allowance & Removable Inserts: 2 Meal Service			[*]
First Class	[*]	[*]
Business Class	[*]	[*]
Economy Class	[*]	[*]
Passenger Service Equipment [*]			[*]
[*]			[*]
Waste Tank Disinfectant			[*]
Emergency Equipment (Includes Over Water Equip.)			[*]
Slide Rafts: Main Entry	[*]	[*]
Life Vests	[*]	[*]
Locator Transmitter	[*]	[*]
Cargo System			[*]
[*]		[*]
[*]		[*]
Total Standard and Operational Items Allowance				[*]

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

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3 AIRCRAFT CONFIGURATION

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

4 GUARANTEE CONDITIONS

4.1 All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

4.4 The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no

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

P.A. No. 3659
AERO-B-BBA4-M13-0372A	SS18-0422

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ PA 3659 LA 1300864R3

Trent [*] Engines

Page 10

clearway or stopway, 235 mph tires, with anti‑skid operative, and with the Aircraft center of gravity at the most forward limit unless otherwise specified. The takeoff performance is based on engine power extraction for normal operation of the air conditioning with thermal anti‑icing turned off and the Auxiliary Power Unit (APU) turned off unless otherwise specified. The improved climb performance procedure will be used for takeoff as required.

4.5 [ * ]

4.6 [*]

4.7 Performance, where applicable, is based on a [*].

5 GUARANTEE COMPLIANCE

5.1 Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

5.2 Compliance with the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 787‑9.

5.4 The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03‑60‑00 of the Detail Specification.

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

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

P.A. No. 3659
AERO-B-BBA4-M13-0372A	SS18-0422

BOEING PROPRIETARY

Attachment to Letter Agreement

No. HAZ PA 3659 LA 1300864R3

Trent [*] Engines

Page 11

6 EXCLUSIVE GUARANTEES

The only performance guarantees applicable to the Aircraft are those set forth in this Attachment.

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

P.A. No. 3659
AERO-B-BBA4-M13-0372A	SS18-0422

BOEING PROPRIETARY

Enclosure 13

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1301080 R4

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject:	Special Matters – 787-9 Blocks B, C, D, and E 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-1301080R3 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	[*]	[*]
787-9 Block E 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	[*]	[*]
787-9 Block E Aircraft	[*]	[*]

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

HAZ-PA-03659-LA-1301080 R4	SA- 10
Special Matters – 787-9 Blocks B, C, D, and E Aircraft	LA Page 1

BOEING PROPRIETARY

Enclosure 13

1.3 [ * ]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

1.9 [*]

1.10 [*]

1.11 [*]

1.12 [*]

1.13 [*]

1.14 [*]

1.15 [*]

1.16 [*]

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, D , and E Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda are stated in U.S. Dollars and may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).

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

HAZ-PA-03659-LA-1301080 R4	SA- 10
Special Matters – 787-9 Blocks B, C, D, and E Aircraft	LA Page 2

BOEING PROPRIETARY

Enclosure 13

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-1301080 R4	SA- 10
Special Matters – 787-9 Blocks B, C, D, and E Aircraft	LA Page 3

BOEING PROPRIETARY

Enclosure 13

Very truly yours,

THE BOEING COMPANY


By	/s/ Michael Lombardi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION


By	/s/ John L. Plueger

Its	CEO & President

HAZ-PA-03659-LA-1301080 R4	SA- 10
Special Matters – 787-9 Blocks B, C, D, and E Aircraft	LA Page 4

BOEING PROPRIETARY

Enclosure 14

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1302043 R1

Air Lease Corporation

1000 Avenue of the Stars

Los Angeles, California 90067

Subject:	[ * ]

Reference:	Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft )

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1302043 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

[*]

1. [*]

2. [*]

3. [*]

4. [*]

5. [*]

6. [*]

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 taking title to the Aircraft at the time of delivery and cannot be assigned in whole or in part.

8. Confidential Treatment .

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

HAZ-PA-03659-LA-1302043R1	SA-10
[*]	LA Page 1

BOEING PROPRIETARY

Enclosure 14

to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 7), without the prior written consent of Boeing and (iii) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 7. Customer shall be fully responsible to Boeing for compliance with such obligations.

Very truly yours,

THE BOEING COMPANY

By	/s/ Michael Lombardi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

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

HAZ-PA-03659-LA-1302043R1	SA-10
[*]	LA Page 2

BOEING PROPRIETARY

Enclosure 15

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

HAZ-PA-03659-LA-1805142

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject:	[ * ]

Reference:	Purchase Agreement No. PA-03659 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Air Lease Corporation ( Customer ) relating to 787-9 Block E Aircraft ( Aircraft )

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

1. [*]

2. [*]

3. [*]

4. [*]

5. Assignment .

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer taking title to the Aircraft at the time of delivery leasing the Aircraft to commercial operators 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 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

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

HAZ-PA-03659-LA-1805142	SA-10
[*]	Page 1

BOEING PROPRIETARY

Enclosure 15

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/ Michael Lombardi

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:

August 6, 2018


AIR LEASE CORPORATION


By	/s/ John L. Plueger

Its	CEO & President

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

HAZ-PA-03659-LA-1805142	SA-10
[*]	Page 2

BOEING PROPRIETARY

Enclosure 14

Attachment A to Letter Agreement HAZ-PA-03659-LA-1805142

[ * ]

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

HAZ-PA-03659-LA-1805142	SA-10
[*]	Attachment A Page 1

BOEING PROPRIETARY

Enclosure 14

Attachment B to Letter Agreement HAZ-PA-03659-LA-1805142

[*]

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

HAZ-PA-03659-LA-1805142	SA-10
[*]	Attachment B Page 1

BOEING PROPRIETARY


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

HAZ-PA-3659-LA-1805362

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067


Subject:	Model 787 Post‑Delivery Software and Data Loading

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 )

	b) Letter Agreement LSQ-PA-03659-LA-1104724 entitled “Model 787 e‑Enabling Software Matters”

	c) Customer Services General Terms Agreement No. HAZ-CSGTA ( CSGTA ) between Boeing and Customer, including Supplemental Agreement for Electronic Access ( SA‑EA ), Supplemental Agreement for e-Enabling ( SA‑eE ), and 787 Software License Orders

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

Introduction .

Prior to title transfer of the Aircraft to Customer, Boeing baseline production software will be installed in the Aircraft. Such production software will be used by Boeing, and may be used by Customer during standard customer inspection activities, to test and validate applicable e-enabling features and associated hardware, including but not limited to features such as: a Boeing offered catalogue IFE system, [ * ], electronic documents, [*] and electronic checklist ( ECL ). Operational software, as set out in Article 1 and Article 2 below, will not be installed temporarily or permanently, prior to Aircraft title transfer.

1. Boeing-Provided Operational Software and Data .

Pursuant to the Purchase Agreement and applicable 787 software license order(s), immediately following title transfer of the Aircraft to Customer, Boeing will, upon Customer’s request, load Boeing-provided operational software and data onto onboard loadable hardware that enable the Aircraft to operate certain e-enabled features as described in the Purchase Agreement and applicable 787 software license order(s).

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

Page 1

BOEING PROPRIETARY

Enclosure 16

2. Customer Provided Operational Software and Data .

2.1 [*] Software . If Customer has elected to customize software or modify settings and features of selected onboard software or databases from what is set forth in Exhibit A of the Purchase Agreement, at Customer’s request, Boeing will provide a courtesy load of Customer’s version of such operational software immediately following title transfer of the Aircraft. Boeing will load Customer’s operational software if it is provided to Boeing within specified lead times and schedule. If Customer fails to provide the operational software in accordance with Boeing’s instructions, the Aircraft will be solely configured with the Boeing baseline production software in lieu of Customer’s operational software.

2.2 [*] and/or Other Third Party Operational Software and Databases . If Customer provides Customer-developed software applications or has licensed additional software or databases from [*] and/or other third party supplier for installation onto an onboard loadable system, at Customer’s request, Boeing will also provide a courtesy load of such operational software immediately following title transfer of the Aircraft. If Customer fails to provide such operational software in accordance with Boeing’s instructions, Boeing will not load this software.

2.3 IFE Customer Software . IFE Customer Software will mean any software which is obtained by the Customer from a source other than Boeing for installation in the IFE system. Boeing will make the Aircraft available to Customer’s IFE supplier for loading of the IFE Customer Software via Customer authorized work order(s) immediately following title transfer of the Aircraft. The time required for the IFE supplier to complete the loading of the IFE Customer Software is estimated to be approximately [*] hours. If Customer fails to make appropriate arrangements with its IFE supplier in accordance with Boeing instructions, the Aircraft will be solely configured with Boeing’s baseline production software for the Boeing catalogue selected IFE configuration. Boeing’s FAA approved Repair Station will [ * ] to Customer or its IFE supplier to revise the IFE system hardware or IFE Customer Software while the Aircraft is on Boeing property prior to delivery flyaway, even if an FAA approved service bulletin is available for such revision.

3. Additional Terms and Conditions .

3.1 With respect to Customer provided operational software and data referenced in Article 2.1 and 2.2, above, Customer will grant, and/or will obtain from the suppliers, a [*] license for Boeing to copy and load such software on the Aircraft. Boeing will retain a copy of such software/data for loading on future Aircraft deliveries, however, Boeing expects Customer to provide updated operational software applications and databases for each Aircraft delivery. Boeing will treat all copies of this software/data in confidence and use the same only as specifically authorized under the terms of this Letter Agreement.

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

HAZ-PA-3659-LA-1805362	Page 2
	SA-10

BOEING PROPRIETARY

Enclosure 16

3.2 The loading services performed by Boeing pursuant to this Letter Agreement will be performed in a workmanlike manner. The time required to complete the Boeing performed loading services is estimated to be approximately [*] hours per attempt. Customer’s sole remedy and Boeing’s sole obligation and liability for the loading services performed by Boeing are limited to the no-charge re-performance of the courtesy load, [*].

3.2.1 If any Customer-provided operational software referred to in Article 2.1 above, fails to reload successfully, the Aircraft will be solely configured with the Boeing baseline production software.

3.2.2 If any Customer-provided operational software referred to in Article 2.2 fails to reload successfully, Boeing will not be responsible to make further loading attempts and Aircraft fly-away will occur as scheduled.

3.3 If any IFE Customer Software fails to load successfully, Customer will make alternate loading arrangements with its IFE supplier for loading after the Aircraft has flown-away. In such an event, and upon Customer’s request, Boeing will install the Boeing baseline production software for the Boeing catalogue selected IFE configuration prior to Aircraft fly-away.

3.4 Customer is responsible for functional testing, verification, quality assurance, and operational approval of all Customer provided operational software.

3.5 A dual signature (Boeing and Customer) Onboard Authentication System ( OAS ) [*] will be installed on the Aircraft giving access to Boeing and Customer, which is required to perform data and software loads after title transfer of the Aircraft. After fly-away, Customer will remove Boeing’s access key and certificates from the OAS.

3.6 Customer will [*] Boeing [*] the installation or use of Customer provided operational software by Boeing pursuant to this Letter Agreement. [*].

3.7 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the Aircraft General Terms Agreement ( AGTA ) and the insurance provisions of Article 8.2 of the AGTA will apply to Boeing’s loading of all software and data pursuant to this Letter Agreement. For purposes of this Article 3.7, all software and data provided directly by Boeing will be defined as [*]. Title to and risk of loss of the Aircraft will always remain with Customer during Boeing’s performance of all post title transfer services.

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

HAZ-PA-3659-LA-1805362	Page 3
	SA-10

BOEING PROPRIETARY

Enclosure 16

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION			THE BOEING COMPANY

By:	/s/ John L. Plueger	By:	/s/ Michael Lombardi

Name:	John L. Plueger	Name:	Michael Lombardi

Title:	CEO & President	Title:	Attorney-In-Fact

HAZ-PA-3659-LA-1805362	Page 4
	SA-10

BOEING PROPRIETARY

Exhibit 10.2

Confidential Treatment
Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 11

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of August 24, 2018, ( Supplemental Agreement No. 11 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer );

All terms used but not defined in this Supplemental Agreement No. 11 have the same meaning as in the Purchase Agreement;

WHEREAS, Boeing and Customer agree to [ * ].

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

1. TABLE OF CONTENTS .

The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1 to this Supplemental Agreement No. 11 which reflects the revisions set forth in this Supplemental Agreement No. 11.

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

HAZ-PA-03659

SA-11

BOEING PROPRIETARY

2. TABLE 1 .

a. Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by a revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines provided as Enclosure 2 to this Supplemental Agreement No. 11 to reflect [ * ].

b. Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments General Electric Engines is deleted in its entirety and replaced by a revised Table 1E to Purchase Agreement No. PA-03659, 787-9 Block D Aircraft Delivery, Description, Price and Advance Payments General Electric Engines provided as Enclosure 3 to this Supplemental Agreement No. 11 to reflect [*].

3. SUPPLEMENTAL EXHIBITS .

a. Exhibit A4, HAZ/[*] 787-9 Aircraft Configuration , provided as Enclosure 4 to this Supplemental Agreement No. 11 is hereby incorporated into the Purchase Agreement to identify [*].

4. LETTER AGREEMENTS .

a. Letter Agreement LA-1104720R6, Advance Payment Matters , is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R7, Advance Payment Matters , provided as Enclosure 5 to this Supplemental Agreement No. 11, which reflects an agreement that [*].

b. Letter Agreement LA-1301080R4, Special Matters - 787-9 Blocks B, C, D and E Aircraft , is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R5, Special Matters - 787-9 Blocks B, C, D and E Aircraft , provided as Enclosure 6 to this Supplemental Agreement No. 11, [*].

5. MISCELLANEOUS .

a. The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect. Any Tables of Contents, Tables, Supplemental Exhibits, Letter Agreements or other documents that are listed in the Sections above are incorporated into this Supplemental Agreement by this reference.

b. This Supplemental Agreement will become effective upon execution and receipt by both Parties on or before August 24, 2018, after which date this Supplemental Agreement will be null and void and have no force or effect.

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

HAZ-PA-03659

SA-11

BOEING PROPRIETARY

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

THE BOEING COMPANY		AIR LEASE CORPORATION


BY:	/s/ Michael Lombardi	BY:	/s/ Grant Levy

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

HAZ-PA-03659

SA-11

iii

BOEING PROPRIETARY

Enclosure 1

PURCHASE AGREEMENT NUMBER PA-03659

between

THE BOEING COMPANY

and

Air Lease Corporation

Relating to Boeing Model 787-9 and 787-10 Aircraft

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-10
1D.	787-9 Block C Aircraft Information Table	SA-6
1E.	787-9 Block D Aircraft Information Table	SA-11
1F.	787-9 Block E Aircraft Information Table	SA-10



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
A4.	HAZ [*] 787-9 Aircraft Configuration	SA-11
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-10
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.

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-1104720 R7	Advance Payment Matters	SA-11
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-1104730R5	Open Configuration Matters	SA-10
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-1300864R3	Performance Guarantees – 787-9 Block B, C and D Aircraft	SA-10
LA-1301080 R5	Special Matters – 787-9 Blocks B, C, D, and E Aircraft	SA-11
LA-1301081R1	Special Matters – 787-10 Block A Aircraft	SA-10
LA-1301082R2	[*]	SA-7
	Promotional Support – 787-10 Aircraft	SA-2
LA-1301083	[*]	SA-2
LA-1301084	[*]	SA-10
LA-1302043R1	[*]	SA-2
LA-1302348R1

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

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

Enclosure 1


LA-1605597	[ * ]	SA-9
LA-1805142	[*]	SA-10
LA-1805362	Model 787 Post‑Delivery Software and Data Loading	SA-10

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

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-11

Page 1

Boeing Proprietary

Enclosure 3

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

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

[*]

[*]-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.

87954-1F.TXT

SA-11

Page 1

Boeing Proprietary

Enclosure 4

HAZ[ * ] 787-9 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Air Lease Corporation

Exhibit A4

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-EXA4

Page 1

SA-11

BOEING PROPRIETARY

Enclosure 4

Exhibit A4

AIRCRAFT CONFIGURATION

Dated August 24, 2018

relating to

BOEING MODEL 787-9 AIRCRAFT

The Detail Specification is [ * ]. The Detail Specification provides further description of the configuration set forth in this Exhibit A4. 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-EXA4

Page 2

SA-11

BOEING PROPRIETARY

Exhibit A4 To
Boeing Purchase Agreement
		[*]
		[*]
		[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]

P.A. 3659 - Exhibit A4

Page 1

SA-11

BOEING PROPRIETARY

Exhibit A4 To
Boeing Purchase Agreement
		[*]
		[*]
		[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]

P.A. 3659 - Exhibit A4

Page 2

SA-11

BOEING PROPRIETARY

Exhibit A4 To
Boeing Purchase Agreement
		[*]
		[*]
		[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]
[*]	[*]	[*]

	[*]	[*]

[*]

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

P.A. 3659 - Exhibit A4

Page 3

SA-11

BOEING PROPRIETARY

Enclosure 5

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

HAZ-PA-03659-LA-1104720 R7

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-1104720 R6 and amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1. Alternative Fixed Advance Payment Schedule .

1.2 Alternative Fixed Advance Payment Schedule – 787 - 9 Block A Aircraft .

[ * ]

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

[*]

1.4 Alternative Fixed Advance Payment Schedule – 787-9 Block C, 787-9 Block D Aircraft, and 787-9 Block E Aircraft. [*]

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

HAZ-PA-03659-LA-1104720 R7		SA-11
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 .

6. Assignment .

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

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

HAZ-PA-03659-LA-1104720 R7		SA-11
Advance Payment Matters		LA Page 2

BOEING PROPRIETARY

Enclosure 5

Very truly yours,

	THE BOEING COMPANY

	By	/s/ Michael Lombardi

	Its	Attorney-In-Fact

	ACCEPTED AND AGREED TO this

	Date:	August 24, 2018

	AIR LEASE CORPORATION

	By	/s/ Grant Levy

	Its	Executive Vice President

HAZ-PA-03659-LA-1104720 R7		SA-11
Advance Payment Matters		LA Page 3

BOEING PROPRIETARY

Enclosure 6

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

HAZ-PA-03659-LA-1301080 R5

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067

Subject: Special Matters – 787-9 Blocks B, C, D, and E Aircraft

This letter agreement ( Letter Agreement ) cancels and supersedes letter agreement HAZ-PA-03659-LA-1301080 R4 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	[*]	[*]
787-9 Block E 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	[*]	[*]
787-9 Block E Aircraft	[*]	[*]

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

HAZ-PA-03659-LA-1301080 R5		SA-11
Special Matters – 787-9 Blocks B, C, D, and E Aircraft		LA Page 1

BOEING PROPRIETARY

Enclosure 6

1.3 [ * ]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

1.9 [*]

1.10 [*]

1.11 [*]

1.12 [*]

1.13 [*]

1.14 [*]

1.15 [*]

1.16 [*]

1.17 [*]

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, D, and E Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit Memoranda are stated in U.S. Dollars and may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).

3. [*]

4. [*]

5. [*]

6. [*]

7. [*]

8. Confidentiality .

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

HAZ-PA-03659-LA-1301080 R5		SA-11
Special Matters – 787-9 Blocks B, C, D, and E Aircraft		LA Page 2

BOEING PROPRIETARY

Enclosure 6

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

	Its	Attorney-In-Fact

	ACCEPTED AND AGREED TO this

	Date:	August 24, 2018

	AIR LEASE CORPORATION


	By	/s/ Grant Levy

	Its	Executive Vice President

HAZ-PA-03659-LA-1301080 R5		SA-11
Special Matters – 787-9 Blocks B, C, D, and E Aircraft		LA Page 3

BOEING PROPRIETARY

EXHIBIT 10.3

Confidential Treatment
Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 16

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of August 6, 2018 ( Supplemental Agreement No. 16 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer ).

All terms used but not defined in this Supplemental Agreement No. 16 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 incorporate 737-8 configurations for the following Lessees: [ * ]; and

WHEREAS, [*].

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

1. TABLE OF CONTENTS .

The Table of Contents is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1, and incorporated into the Purchase Agreement. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 16.

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

HAZ-PA-03791	1	SA-16

BOEING PROPRIETARY

2. TABLES .

a. Table 1A, “737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments,” is deleted in its entirety and replaced with Table 1A-R1, “737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments,” provided as Enclosure 2 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement to reflect the identification of the applicable configurations in Exhibit A for certain Aircraft.

b. Table 1C, “737-8 Block A [*] Aircraft Delivery, Description, Price and Advance Payments,” is deleted in its entirety and replaced with Table 1C-R1, “737-8 Block C [*] Aircraft Delivery, Description, Price and Advance Payments,” provided as Enclosure 8 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement to reflect [ * ].

3. EXHIBITS.

a. Exhibit A1, HAZ[*] Aircraft Configuration, provided as Enclosure 3 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement. This Exhibit A1 defines the configuration for the [*] 737-8 configuration

b. Exhibit A2, HAZ[*] Aircraft Configuration, provided as Enclosure 4 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement. This Exhibit A2 defines the configuration for the [*] 737-8 configuration

c. Exhibit A3, HAZ[*] Aircraft Configuration, provided as Enclosure 5 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement. This Exhibit A3 defines the configuration for the [*] 737-8 configuration

d. Exhibit A4, HAZ[*] Aircraft Configuration, provided as Enclosure 6 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement. This Exhibit A4 defines the configuration for the [*] 737-8 configuration.

e. Exhibit A5, HAZ[*] Aircraft Configuration, provided as Enclosure 7 to this Supplemental Agreement No. 16, is incorporated into the Purchase Agreement. This Exhibit A5 defines the configuration for the [*] 737-8 configuration

f. Unless otherwise stated, Exhibit A1, Exhibit A2, Exhibit A3, Exhibit A4 and Exhibit A5 will, collectively, be the Exhibit A.

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/ Michael Lombardi	By:	/s/ John L. Plueger

Its:	Attorney‑In‑Fact	Its:	CEO & 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-16

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

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

TABLES
1A-R1	737-8 Block A Aircraft Information Table [ * ]	SA-16
1B	737-9 Block B Aircraft Information Table [*]	SA-15
1C-R1	737-8 Block C Aircraft Information Table [*]	SA-16
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

EXHIBITS
A1	HAZ [*] 737-8 Aircraft Configuration	SA-16
A2	HAZ [*] 737-8 Aircraft Configuration	SA-16
A3	HAZ [*] 737-8 Aircraft Configuration	SA-16
A4	HAZ [*] 737-8 Aircraft Configuration	SA-16
A5	HAZ [*] 737-8 Aircraft Configuration	SA-16
Ax	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

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


HAZ-PA-03791	i	SA-16

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

EE1	[*], Engine Warranty and Patent Indemnity
SLP1	Service Life Policy Components

LETTER AGREEMENTS		SA No.
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
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
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

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


HAZ-PA-03791	ii	SA-16

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

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	iii	SA-16

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-16
	Page 1 of 6
Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		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	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]


HAZ-PA-03791 60521, 63035	SA-16
	Page 2 of 6
Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

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


HAZ-PA-03791 60521, 63035	SA-16
	Page 3 of 6
Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

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


HAZ-PA-03791 60521, 63035	SA-16
	Page 4 of 6
Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)	Lessee	Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	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-16
	Page 5 of 6
Boeing Proprietary

Enclosure 3

HAZ[ * ] 737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A1

to Purchase Agreement Number PA-03791

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

HAZ-PA-03791-EXA1	EXA Page 1

BOEING PROPRIETARY

Enclosure 3

Exhibit A1

AIRCRAFT CONFIGURATION

Dated August 6, 2018

relating to

BOEING MODEL 737-8 AIRCRAFT

The Detail Specification is [ * ]. The Detail Specification provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Boeing Configuration Specification [*]. 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-03791-EXA1	EXA Page 2

BOEING PROPRIETARY

Enclosure 3

[*]

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

HAZ-PA-03791-EXA1	EXA Page 3

BOEING PROPRIETARY

Enclosure 4

HAZ[ * ] 737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A2

to Purchase Agreement Number PA-03791

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

HAZ-PA-03791-EXA2	EXA Page 1

BOEING PROPRIETARY

Enclosure 4

Exhibit A2

AIRCRAFT CONFIGURATION

Dated August 6, 2018

relating to

BOEING MODEL 737-8 AIRCRAFT

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

HAZ-PA-03791-EXA2	EXA Page 2

BOEING PROPRIETARY

Enclosure 4

[*]

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

HAZ-PA-03791-EXA2	EXA Page 3

BOEING PROPRIETARY

Enclosure 5

HAZ[ * ] 737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A3

to Purchase Agreement Number PA-03791

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

HAZ-PA-03791-EXA3	EXA Page 1

BOEING PROPRIETARY

Enclosure 5

Exhibit A3

AIRCRAFT CONFIGURATION

Dated August 6, 2018

relating to

BOEING MODEL 737-8 AIRCRAFT

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

HAZ-PA-03791-EXA3	EXA Page 2

BOEING PROPRIETARY

Enclosure 5

[*]

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

HAZ-PA-03791-EXA3	EXA Page 3

BOEING PROPRIETARY

Enclosure 6

HAZ[ * ] 737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A4

to Purchase Agreement Number PA-03791

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


HAZ-PA-03791-EXA4	EXA Page 1

BOEING PROPRIETARY

Enclosure 6

Exhibit A4

AIRCRAFT CONFIGURATION

Dated August 6, 2018

relating to

BOEING MODEL 737-8 AIRCRAFT

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


HAZ-PA-03791-EXA4	EXA Page 2

BOEING PROPRIETARY

Enclosure 6

[*]

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


HAZ-PA-03791-EXA4	EXA Page 3

BOEING PROPRIETARY

Enclosure 7

HAZ[ * ] 737-8 AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A5

to Purchase Agreement Number PA-03791

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


HAZ-PA-03791-EXA5	EXA Page 1

BOEING PROPRIETARY

Enclosure 7

Exhibit A5

AIRCRAFT CONFIGURATION

Dated August 6, 2018

relating to

BOEING MODEL 737-8 AIRCRAFT

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


HAZ-PA-03791-EXA5	EXA Page 2

BOEING PROPRIETARY

Enclosure 7

[*]

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


HAZ-PA-03791-EXA5	EXA Page 3

BOEING PROPRIETARY

Enclosure 8

Table 1C-R1

to Purchase Agreement No. PA-03791

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

Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-J (1/16/2015)
Engine Model/Thrust:	CFMLEAP-1B25	25,000 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:	[*]	[*]
Estimated Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]

Refundable Deposit/Aircraft at Proposal Accept:		[*]

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

HAZ-PA-03791 73166-1F.TXT	SA-16
	Page 1 of 2
Boeing Proprietary

Enclosure 8

Table 1C-R1

to Purchase Agreement No. PA-03791

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

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

[*]

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

[*]

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

HAZ-PA-03791 73166-1F.TXT	SA-16
	Page 2 of 2
Boeing Proprietary

EXHIBIT 10.4

Confidential Treatment
Requested Pursuant to Rule 24b-2

Supplemental Agreement No. 18

Purchase Agreement No. 03791

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

THIS SUPPLEMENTAL AGREEMENT is entered into as of August 6, 2018 ( Supplemental Agreement No. 18 ) by and between THE BOEING COMPANY ( Boeing ) and AIR LEASE CORPORATION ( Customer ).

WHEREAS, Boeing and Customer have identified [*] as the lessee for four (4) [*] scheduled to deliver in [ * ]; and

WHEREAS, Boeing and Customer have identified [*] as the lessee for two (2) [*] scheduled to deliver in [*]; and

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to document Customer’s purchase of (i) twenty (20) incremental Boeing model 737-8 aircraft in Table 1H1, [*]; ( Block H1 Aircraft ); (ii) fifteen (15) incremental Boeing model 737-8 aircraft in Table 1H2, [*] ( Block H2 Aircraft ); (iii) fifteen (15) incremental Boeing model 737-8 aircraft in Table 1H3, [*] ( Block H3 Aircraft ); (iv) fifteen (15) incremental Boeing model 737-8 aircraft in Table 1H4, [*] ( Block H4 Aircraft ); and (v) ten (10) incremental Boeing model 737-8 aircraft in Table 1H5, [*] ( Block H5 Aircraft ); (collectively, Block H Aircraft ).

All terms used but not defined in this Supplemental Agreement No. 18 will have the same meaning as the Purchase Agreement.

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

HAZ-PA-03791	1	SA-18

BOEING PROPRIETARY

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

1. TABLE OF CONTENTS .

2. TABLES .

1. Table 1A is deleted in its entirety, replaced by a revised Table 1A provided hereto as Enclosure 2 and is incorporated into the Purchase Agreement by this reference. This new Table 1A reflects (i) identification of [*] as lessee for three (3) Aircraft; (ii) identification of [*] as lessee for two (2) Aircraft; and (iii) identification of [ * ] as lessee for two (2) Aircraft.

2. Table 1G is deleted in its entirety, replaced by a revised Table 1G provided hereto as Enclosure 3 and is incorporated into the Purchase Agreement by this reference. This new Table 1G reflects identification of [*] as lessee for one (1) Aircraft.

3. Table 1H1, “737-8 Block H1 [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 4 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block H1 Aircraft.

4. Table 1H2, “737-8 Block H2 [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 5 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block H2 Aircraft.

5. Table 1H3, “737-8 Block H3 [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 6 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block H3 Aircraft.

6. Table 1H4, “737-8 Block H4 [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 7 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block H4 Aircraft.

7. Table 1H5, “737-8 Block H5 [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 8 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block H5 Aircraft.

8. Unless otherwise stated Tables 1A, 1B, 1C, 1D, 1E, 1F, 1G, and 1H1-1H5 will, collectively, be Table 1.

9. Letter Agreements .

a. Letter Agreement No. HAZ-PA-03791-LA-1208078R5, entitled “Advance Payment Matters,” is deleted in its entirety and replaced with a revised Letter Agreement

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

HAZ-PA-03791	2	SA-18

BOEING PROPRIETARY

No. HAZ-PA-03791-LA-1208078R6, titled ”Advance Payment Matters,” which is provided as Enclosure 9 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to document the Block H Aircraft advance payment terms.

b. Letter Agreement HAZ-PA-03791-LA-1208090R7, entitled “Special Matters for 737-8 and 737-9 Aircraft,” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R8, titled “Special Matters for 737-8 and 737-9 Aircraft,” which is provided as Enclosure 10 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to document the business considerations related to the purchase of the Block H Aircraft.

c. Letter Agreement HAZ-PA-03791-LA-1805016, entitled “[*]” which is provided as Enclosure 11 to this Supplemental Agreement No. 18 is incorporated into the Purchase Agreement to document [*] the Block H Aircraft.

d. Letter Agreement HAZ-PA-03791-LA-1208079R1, entitled [ * ] is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208079R2, entitled [*] which is provided as Enclosure 12 to this Supplemental Agreement No. 18, and incorporated into the Purchase Agreement to document [*].

e. Letter Agreement HAZ-PA-03791-LA-1805303, entitled [*] which is provided as Enclosure 13 to this Supplemental Agreement No. 18 is incorporated into the Purchase Agreement to document [*].

10. Miscellaneous .

[*]

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

HAZ-PA-03791	3	SA-18

BOEING PROPRIETARY

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. 18 will expire if not executed by August 6, 2018.

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


THE BOEING COMPANY		AIR LEASE CORPORATION

By:	/s/ Michael Lombardi	By:	/s/ John L. Plueger

Its:	Attorney‑In‑Fact	Its:	CEO & President

Attachments

HAZ-PA-03791	4	SA-18

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


ARTICLES		SA No.

Article 1.	Quantity, Model and Description	SA-4

Article 2.	Delivery Schedule

Article 3.	Price

Article 4.	Payment

Article 5.	Additional Terms

TABLES

1A	737-8 Block A Aircraft Information Table [ * ]	SA-18

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

1G	737-8 Block G Aircraft Information Table [*]	SA-18

1H1	737-8 Block H1 Aircraft Information Table [*]	SA-18

1H2	737-8 Block H2 Aircraft Information Table [*]	SA-18

1H3	737-8 Block H3 Aircraft Information Table [*]	SA-18

1H4	737-8 Block H4 Aircraft Information Table [*]	SA-18

1H5	737-8 Block H5 Aircraft Information Table [*]	SA-18

EXHIBITS

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

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

HAZ-PA-03791	i	SA-18

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


BFE1	BFE Variables	SA-9

CS1	Customer Support Variables

EE1	[*], Engine Warranty and Patent Indemnity

SLP1	Service Life Policy Components

LETTER AGREEMENTS		SA No.

LA-1208077	AGTA Matters

LA-1208078 R6	Advance Payment Matters	SA-18

LA-1208079 R2	[*]	SA-18

LA-1208080	Assignment of Customer’s Interest to a Subsidiary or Affiliate

LA-1208081	Other Matters

LA-1208082	Demonstration Flight Waiver

LA-1208083R4	[ * ]	SA-17

LA-1208084	Leasing Matters

LA-1208085	Liquidated Damages for Non-Excusable Delay

LA-1208086	Loading of Customer Software

LA-1208087R1	Open Matters for 737-8 and 737-9 Aircraft	SA-4

LA-1208088	Performance Matters

LA-1208089R1	[*]	SA-4

LA-1208090 R8	Special Matters for 737-8 and 737-9 Aircraft	SA-18

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

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

HAZ-PA-03791	ii	SA-18

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS


LETTER AGREEMENTS		SA No.

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

LA-1805016	[*]	SA-18

LA-1805303	[ * ]	SA-18

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

HAZ-PA-03791	iii	SA-18

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

HAZ-PA-03791 60521, 63035

SA-18

Page 1 of 4

Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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


		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		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	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]	[*]
[*]	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-18

Page 2 of 4

Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

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

HAZ-PA-03791 60521, 63035

SA-18

Page 3 of 4

Boeing Proprietary

Enclosure 2

Table 1A

to Purchase Agreement No. PA-03791

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

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

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Page 4 of 4

Boeing Proprietary

Enclosure 3

Table 1G To

Purchase Agreement No. PA-03791

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


Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-P (5/1/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Refundable Deposit/Aircraft at Proposal Accept:		[*]


		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor		P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)	Lessee	Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2020	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

HAZ-PA-03791 107613-1F.txt and 108782-1F.txt

SA-18

Page 1

Boeing Proprietary

Enclosure 3

Table 1G To

Purchase Agreement No. PA-03791

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

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

[*]

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

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

HAZ-PA-03791 107613-1F.txt and 108782-1F.txt

SA-18

Page 2

Boeing Proprietary

Enclosure 4

Table 1H1 To

Purchase Agreement No. PA-03791

737-8 Block H1 [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-R (12/8/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Deposit per Aircraft:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2023	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

HAZ-PA-03781 109141-1F.txt

SA-18

Page 1

Boeing Proprietary

Enclosure 4

Table 1H1 To

Purchase Agreement No. PA-03791

737-8 Block H1 [*] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2023			[*]			[*]	[*]	[*]	[*]	[*]
Total:	20

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-03781 109141-1F.txt

SA-18

Page 2

Boeing Proprietary

Enclosure 5

Table 1H2 To

Purchase Agreement No. PA-03791

737-8 Block H2 [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-R (12/8/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Deposit per Aircraft:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2023	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

HAZ-PA-03781 109141-1F.txt

SA-18

Page 1

Boeing Proprietary

Enclosure 5

Table 1H2 To

Purchase Agreement No. PA-03791

737-8 Block H2 [*] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2023			[*]			[*]	[*]	[*]	[*]	[*]
Total:	15

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-03781 109141-1F.txt

SA-18

Page 2

Boeing Proprietary

Enclosure 6

Table 1H3 To
Purchase Agreement No. PA-03791
737-8 Block H3 [*] Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-R (12/8/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Deposit per Aircraft:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2024	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

HAZ-PA-03781 109141-1F.txt

SA-18

Page 1

Boeing Proprietary

Enclosure 6

Table 1H3 To
Purchase Agreement No. PA-03791
737-8 Block H3 [*] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2024			[*]			[*]	[*]	[*]	[*]	[*]
Total:	15

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-03781 109141-1F.txt

SA-18

Page 2

Boeing Proprietary

Enclosure 7

Table 1H4 To
Purchase Agreement No. PA-03791
737-8 Block H4 [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-R (12/8/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Deposit per Aircraft:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2024	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	2	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

HAZ-PA-03781 109141-1F.txt

SA-18

Page 1

Boeing Proprietary

Enclosure 7

Table 1H4 To
Purchase Agreement No. PA-03791
737-8 Block H4 [*] Aircraft Delivery, Description, Price and Advance Payments

Manufacturer

Escalation

Escalation Estimate

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

Delivery

Number of

Serial

Factor

Lessee

P.A.

Adv Payment Base

[*]

Date

Aircraft

No.

(Airframe)

Exhibit A

Price Per A/P

[*]

[*]-2024

[*]

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.

HAZ-PA-03781 109141-1F.txt

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Page 2

Boeing Proprietary

Enclosure 8

Table 1H5 To
Purchase Agreement No. PA-03791
737-8 Block H5 [*] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:	737-8	181,200 pounds	Detail Specification:	D019A008-R (12/8/2017)
Engine Model/Thrust:	CFMLEAP-1B27	26,400 pounds	Airframe Price Base Year/Escalation Formula:	[*]	[*]
Airframe Price:		[*]	Engine Price Base Year/Escalation Formula:
Optional Features:		[*]
Sub-Total of Airframe and Features:		[*]	Airframe Escalation Data:
Engine Price (Per Aircraft):		[*]	Base Year Index (ECI):	[*]
Aircraft Basic Price (Excluding BFE/SPE):		[*]	Base Year Index (CPI):	[*]
Buyer Furnished Equipment (BFE) Estimate:		[*]
Seller Purchased Equipment (SPE) Estimate:		[*]
LIFT Seats Provided by Boeing (Estimate):		[*]
Deposit per Aircraft:		[*]

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]-2023	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]

HAZ-PA-03781 109141-1F.txt

SA-18

Page 1

Boeing Proprietary

Enclosure 8

Table 1H5 To
Purchase Agreement No. PA-03791
737-8 Block H5 [*] Aircraft Delivery, Description, Price and Advance Payments

		Manufacturer	Escalation			Escalation Estimate	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery	Number of	Serial	Factor	Lessee	P.A.	Adv Payment Base	[*]	[*]	[*]	[*]
Date	Aircraft	No.	(Airframe)		Exhibit A	Price Per A/P	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]	1	[*]	[*]	[*]		[*]	[*]	[*]	[*]	[*]
[*]			[*]			[*]	[*]	[*]	[*]	[*]
[*]-2024			[*]			[*]	[*]	[*]	[*]	[*]
Total:	10

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-03781 109141-1F.txt

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Boeing Proprietary

		Enclosure 9

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

HAZ-PA-03791-LA-1208078 R6

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-18
	Page 1
BOEING PROPRIETARY

		Enclosure 9

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 taking title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in whole or, in part.

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

HAZ-PA-03791-LA-1208078 R6	SA-18
Advance Payment Matters	Page 2
BOEING PROPRIETARY

		Enclosure 9

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/ Michael Lombardi

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

HAZ-PA-03791-LA-1208078 R6	SA-18
Advance Payment Matters	Page 3
BOEING PROPRIETARY

		Enclosure 10

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

HAZ-PA-03791-LA-1208090 R8

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		737-8	737-9
Block	[*]	Aircraft	Aircraft	737-9 [*]	737-8 [*]
Block A	[*]	[*]	[*]	[*]	[*]
Block B	[*]	[*]	[*]	[*]	[*]
Block C	[*]	[*]	[*]	[*]	[*]
Block D	[*]	[*]	[*]	[*]	[*]
Block E	[*]	[*]	[*]	[*]	[*]
Block G	[*]	[*]	[*]	[*]	[*]
Block H	[*]	[*]	[*]	[*]	[*]

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

	SA-18
	Page 1
BOEING PROPRIETARY

		Enclosure 10

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		737-8	737-9
Block	[*]	Aircraft	Aircraft	737-9 [*]	737-8 [*]
Block A	[*]	[*]	[*]	[*]	[*]
Block B	[*]	[*]	[*]	[*]	[*]
Block C	[*]	[*]	[*]	[*]	[*]
Block D	[*]	[*]	[*]	[*]	[*]
Block E	[*]	[*]	[*]	[*]	[*]
Block G	[*]	[*]	[*]	[*]	[*]
Block H	[*]	[*]	[*]	[*]	[*]

1.3 [*]

1.4 [*]

1.5 [*]

1.6 [*]

1.7 [*]

1.8 [*]

1.9 [*]

1.10 [*]

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

HAZ-PA-03791-LA-1208090 R8	SA-18
Special Matters for 737-8 and 737-9 Aircraft	Page 2
BOEING PROPRIETARY

		Enclosure 10

1.11 [*]

1.12 [*]

1.13 [*]

1.14 [*]

1.15 [*]

1.16

[*]

1.17 [*]

1.18 [*]

1.19 [*]

1.20 [*]

1.21 [*]

1.22 [*]

1.23 [*]

1.24 [*]

1.25 [*]

1.26 [*]

1.27 [*]

1.28 [*]

1.29 [*]

1.30 [*]

1.31 [ * ]

1.32 [*]

1.33 [*]

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

HAZ-PA-03791-LA-1208090 R8	SA-18
Special Matters for 737-8 and 737-9 Aircraft	Page 3
BOEING PROPRIETARY

		Enclosure 10

1.34 [*]

1.35 [*]

1.36 Escalation of Credit Memoranda . Unless otherwise noted, the amounts of the Credit Memoranda stated in [ * ] will be escalated from the base year indicated to the scheduled month of the respective Aircraft or [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or [*]. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or [*] at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).

2. Assignment .

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

3. Confidentiality .

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

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

HAZ-PA-03791-LA-1208090 R8	SA-18
Special Matters for 737-8 and 737-9 Aircraft	Page 4
BOEING PROPRIETARY

		Enclosure 10

Very truly yours,

THE BOEING COMPANY

By	/s/ Michael Lombardi

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

HAZ-PA-03791-LA-1208090 R8	SA-18
Special Matters for 737-8 and 737-9 Aircraft	Page 5
BOEING PROPRIETARY

		Enclosure 11

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

HAZ-PA-03791-LA-1805016

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. 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 cannot be assigned in whole or, in part.

6. Confidential Treatment .

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

	SA-18
	Page 1
BOEING PROPRIETARY

		Enclosure 11

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/ Michael Lombardi
Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

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

H HAZ-PA-03791-LA-1805016	SA-18
[*]	Page 2
BOEING PROPRIETARY

		Enclosure 11

Attachment A to Letter Agreement HAZ-PA-03791-LA-18005016

[ * ]

[*]

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

H HAZ-PA-03791-LA-1805016	SA-18
[*]	Attachment A Page 1
BOEING PROPRIETARY

		Enclosure 11

Attachment B to Letter Agreement HAZ-PA-03791-LA-18005016

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

[ * ]

[*]

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

H HAZ-PA-03791-LA-1805016	SA-18
[*]	Attachment B Page 1
BOEING PROPRIETARY

		Enclosure 12

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

HAZ-PA-03791-LA-1208079 R2

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

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

1. [*]

2. [*]

3. [*]

4. [*]

5. [*]

6. [*]

7. Assignment .

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

HAZ-PA-03791-LA-1208079 R2	SA-18
[*] Page 1
BOEING PROPRIETARY

		Enclosure 12

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/ Michael Lombardi

Its	Attorney-in-fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President


HAZ-PA-03791-LA-1208079 R2	SA-18
[*]	Page 2
BOEING PROPRIETARY

		Enclosure 13

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

HAZ-PA-03791-LA-1805303

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

Subject: [ * ]

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

This letter agreement 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. Assignment .

3. Confidential Treatment .

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

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


HAZ-PA-03791-LA-1805303	SA-18
[*]	Page 1
BOEING PROPRIETARY

		Enclosure 13

Very truly yours,

THE BOEING COMPANY

By	/s/ Michael Lombardi

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:	August 6, 2018

AIR LEASE CORPORATION

By	/s/ John L. Plueger

Its	CEO & President

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


HAZ-PA-03791-LA-1805303	SA-18
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BOEING PROPRIETARY

Exhibit 10.5

Execution Version

COMMITMENT INCREASE SUPPLEMENT

SUPPLEMENT, dated as of October 23, 2018, 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 the May 27, 2016, by the Third Amendment and Extension Agreement dated as of May 2, 2017, by the Fourth Amendment and Extension Agreement dated as of May 2, 2018 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(d) thereof that any Lender may increase its Commitment under the Credit Agreement with the consent of the Borrower and the Administrative Agent 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, the undersigned now desires to increase its Commitment under the Credit Agreement;

NOW, THEREFORE, the undersigned hereby agrees as follows:

1. The undersigned agrees that, 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), its Commitment shall be increased by $50,000,000 from $125,000,000 to $175,000,000.

2. The undersigned hereby confirms and agrees that the Termination Date in respect of its Commitment is May 5, 2022.

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

[Remainder of page left blank intentionally.]

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.

	FIFTH THIRD BANK


	By:	/s/ Peter Samboul
		Name: Peter Samboul
		Title: Director

[Signature Page to Fifth Third (JPM) Commitment Increase 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 Fifth Third (JPM) Commitment Increase Supplement]


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

JPMORGAN CHASE BANK, N.A., as Administrative Agent


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

[Signature Page to Fifth Third (JPM) Commitment Increase Supplement]

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 8, 2018


	/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 8, 2018


	/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, 2018 (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 8, 2018
	/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, 2018 (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 8, 2018
	/s/ Gregory B. Willis
	Gregory B. Willis
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)