EX-10.12 11 ex1012.htm EX-10.12
Exhibit 10.12
CERTAIN IDENTIFIED INFORMATION MARKED BY [*] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.
Supplemental Agreement No. 17
to
Purchase Agreement No. PA-03659
between
The Boeing Company
and
Air Lease Corporation
This Supplemental Agreement No. 17 is entered into as of June 18, 2023 (Supplemental Agreement No. 17) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);
All terms used but not defined in this Supplemental Agreement No. 17 have the same meaning as in the Purchase Agreement;
WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659, dated October 31, 2011, as amended, and supplemented, (Purchase Agreement) relating to the purchase and sale of Boeing Model 787-9 Aircraft and Model 787-10 Aircraft; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*]; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement 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. 17 which reflects the revisions set forth in this Supplemental Agreement No. 17.
2.TABLE 1.
a. Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric Engines is deleted in its entirety and replaced by a revised Table 1C to Purchase Agreement No. PA-03659, 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric Engines provided as Enclosure 2 to this Supplemental Agreement No. 17 to [*].

|  | Page i
| BOEING PROPRIETARY |

b. Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines is deleted in its entirety and replaced by a revised 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 3 to this Supplemental Agreement No. 17 to [*].
c. Table 1F to Purchase Agreement No. PA-03659, 787-9 Block E Aircraft Delivery, Description, Price and Advance Payments General Electric Engines is deleted in its entirety and replaced by a revised 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 4 to this Supplemental Agreement No. 17 to [*].
d. Table 1G to Purchase Agreement No. PA-03659, 787-9 Block F Aircraft Delivery, Description, Price and Advance Payments General Electric Engines provided as Enclosure 5 to this Supplemental Agreement No. 17 is hereby added to the Purchase Agreement to [*].
3.EXHIBITS
Exhibit A8, HAZ/[*] 787-9 Aircraft Configuration [*], provided as Enclosure 6 to this Supplemental Agreement No. 17 is hereby incorporated into the Purchase Agreement to identify the configuration applicable to the 787-9 Block F Aircraft.
4.LETTER AGREEMENTS.
a. Letter Agreement HAZ-PA-03659-LA-1104720R12, Advance Payment Matters, is deleted in its entirety and replaced by a revised Letter Agreement HAZ-PA-03659-LA-1104720R13, Advance Payment Matters, provided as Enclosure 7 to this Supplemental Agreement No. 17, which addresses [*].
b. Letter Agreement LA-1301080R9, Special Matters - 787-9 Blocks B, C, D and E Aircraft, is deleted in its entirety and replaced by a revised Letter Agreement LA-1301080R10, Special Matters - 787-9 Blocks B, C, D, E, and F Aircraft, provided as Enclosure 8 to this Supplemental Agreement No. 17, which reflects [*].
c. Letter Agreement LA-2104365,[*], provided as Enclosure 9 to this Supplemental Agreement No. 17, is hereby added to the Purchase Agreement to [*].
5.PAYMENT CONSIDERATIONS.
[*]
6.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 of both this Supplemental Agreement No. 17 on or before June 19, 2023, after which date this Supplemental Agreement will be null and void and have no force or effect.
EXECUTED IN DUPLICATE as of the day and year first above written.

HAZ-PA-03659-SA-17 |  | Page ii
| BOEING PROPRIETARY |

THE BOEING COMPANY |  | AIR LEASE CORPORATION
By: | /s/ Craig Simmons |  | By: | /s/ Grant Levy
Its: | Attorney-In-Fact |  | Its: | Executive Vice President

HAZ-PA-03659-SA-17 |  | Page iii
| BOEING PROPRIETARY |

Enclosure 1
PURCHASE AGREEMENT NUMBER PA-03659
between
THE BOEING COMPANY
and
Air Lease Corporation
Relating to Boeing Model 787-9 and 787-10 Aircraft

PA 3659 |  | SA-17

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-17
1D. | 787-9 Block C Aircraft Information Table | SA-8
1E. | 787-9 Block D Aircraft Information Table | SA-11
1F. | 787-9 Block E Aircraft Information Table | SA-17
1G. | 787-9 Block F Aircraft Information Table | SA-17

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
A5. | HAZ/[*] 787-10 Aircraft Configuration | SA-15
A6. | HAZ/[*] 787-10 Aircraft Configuration | SA-15
A7 | HAZ/[*] 787-9 Aircraft Configuration | SA-16
A8 | HAZ/[*] 787-9 Aircraft Configuration [*] | SA-17
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-15
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

PA 3659 |  | SA-17

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-1104720R13 | Advance Payment Matters | SA-17
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, D, and E Aircraft | SA-10
LA-1301080R10 | Special Matters – 787-9 Blocks B, C, D, E and F Aircraft | SA-17
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 | [*] |
LA-1302348R1 | [*] | SA-2
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
LA-1901662 | Installation of Cabin Systems Equipment | SA-13
LA-2104365 | [*] | SA-17

PA 3659 |  | SA-17

| Table 1C To | Enclosure 2
Purchase Agreement No. PA-03659 787-10 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric 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 |  | Optional | P.A. |  |  | Escalation | Escalation | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery | Number of | Serial | Lessee | Features | Exhibit | Engine | Engine | Factor | Factor | Adv Payment Base | [*] | [*] | [*] | [*]
Date | Aircraft | Number |  | Price | A | Selection | Price | (Airframe) | (Engine) | Price Per A/P | [*] | [*] | [*] | [*]
[*]-2019* | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*]-2025 | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
Total: | 22 |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
Note: Serial numbers are provided as guidance only and are subject to change. |  |  |  |  |  |  |  |

|  | SA-17
HAZ-PA-03659 63946-1F.TXT | Boeing Proprietary | Page 1

| Table 1F To | Enclosure 3
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)
Engine Model/Thrust: | TRENT1000-J | 74,100 pounds |  |  |  |  | Airframe Price Base Year/Escalation Formula: | [*] | [*]
Airframe Price: |  |  | [*] |  |  |  |  |  | Engine Price Base Year/Escalation Formula 1: | [*] | [*]
Optional Features: |  |  | [*] |  |  |  |  |  |  |  |
Sub-Total of Airframe and Features: | [*] |  |  |  |  |  | Airframe Escalation Data: |  |
Engine Price (Per Aircraft)1: |  | [*] |  |  |  |  |  | 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): |  | [*] |
Deposit per Aircraft: |  | [*] |  |  |  |  |  | Base Year Index (CPI): |  | [*] |
|  | Escalation | Escalation | Manufacturer | P.A. |  | Escalation Estimate | Engine | Engine | Engine | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery | Number of | Factor | Factor | Serial | Ex | Lessee | Adv Payment Base | Thrust | Price 2 | Baseyear 3 | [*] | [*] | [*] | [*]
Date | Aircraft | (Airframe) | (Engine) | Number | A |  | Price Per A/P | Selection |  |  | [*] | [*] | [*] | [*]
[*]-2020 | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*]-2025 | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
Total: | 6 |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
Note: Serial numbers are provided as guidance only and are subject to change. |  |  |  |  |  |  |

|  | SA-17
HAZ-PA-03659 110418-1F.txt | Boeing Proprietary | Page 1

| Table 1F To | Enclosure 4
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)
Engine Model/Thrust: | GENX-1B74/75 | 74,100 pounds |  |  |  |  | Airframe Price Base Year/Escalation Formula: | [*] | [*]
Airframe Price: |  |  | [*] |  |  |  |  |  | Engine Price Base Year/Escalation Formula 1: | [*] | [*]
Optional Features: |  |  | [*] |  |  |  |  |  |  |  |
Sub-Total of Airframe and Features: | [*] |  |  |  |  |  | Airframe Escalation Data: |  |
Engine Price (Per Aircraft)1: |  | [*] |  |  |  |  |  | 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): |  | [*] |
Deposit per Aircraft: |  | [*] |  |  |  |  |  | Base Year Index (CPI): |  | [*] |
|  | Escalation | Escalation | Manufacturer | P.A. |  | Escalation Estimate | Engine | Engine | Engine | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery | Number of | Factor | Factor | Serial | Ex | Lessee | Adv Payment Base | Thrust | Price 2 | Baseyear 3 | [*] | [*] | [*] | [*]
Date | Aircraft | (Airframe) | (Engine) | Number | A |  | Price Per A/P | Selection |  |  | [*] | [*] | [*] | [*]
[*]-2020 | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*]-2025 | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
Total: | 6 |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
Note: Serial numbers are provided as guidance only and are subject to change. |  |  |  |  |  |  |

|  | SA-17
HAZ-PA-03659 110415-1F.txt | Boeing Proprietary | Page 1

| Table 1G To | Enclosure 5
Purchase Agreement No. PA-03659 787-9 Block F Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: | 787-9 | 545,000 pounds |  |  |  |  | Detail Specification: | 787B1-4102-X (10/7/2019)
Engine Model/Thrust: | GENX-1B76A | 76,00 pounds |  |  |  |  | Airframe Price Base Year/Escalation Formula: | [*]
Airframe Price: |  |  | [*] |  |  |  |  |  |  |  |
Optional Features: |  |  | [*] |  |  |  |  |  |  |  |
Sub-Total of Airframe and Features: | [*] |  |  |  |  |  | Airframe Escalation Data: |  |
Engine Price (Per Aircraft): |  | [*] |  |  |  |  |  |  |  |  |
Aircraft Basic Price (Excluding BFE/SPE): | [*] |  |  |  |  |  |  |  |  |
Buyer Furnished Equipment (BFE) Estimate: | [*] |  |  |  |  |  |  |  |  |
Seller Purchased Equipment (SPE) Estimate: | [*] |  |  |  |  |  |  |  |  |
|  | Escalation | Escalation |  | P.A. |  | Escalation Estimate | Engine | Engine | Engine | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery | Number of | Factor | Factor | MSN | Ex | Lessee | Adv Payment Base | Thrust | Price | Baseyear | [*] | [*] | [*] | [*]
Date | Aircraft | (Airframe) | (Engine) |  | A |  | Price Per A/P | Selection |  |  | [*] | [*] | [*] | [*]
[*]-20024-[*] | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
[*]-[*]-2024 | 1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*] | [*]
Total: | 2 |  |  |  |  |  |  |  |  |  |  |  |  |
Note: MSN's are provided as guidance only and are subject to change. |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |
[*] |  |  |  |  |  |  |  |  |  |  |  |  |  |

|  | SA-17
HAZ-PA-03659 | Boeing Proprietary | Page 1

Enclosure 6
HAZ/[*] 787-9 AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
Air Lease Corporation
Exhibit A8
to Purchase Agreement Number PA-03659

HAZ-PA-03659-EXA8 |  | Page 1
| BOEING PROPRIETARY | SA-17

Enclosure 6
Exhibit A8
AIRCRAFT CONFIGURATION
Dated June 18 , 2023
relating to
BOEING MODEL 787-9 AIRCRAFT
The Detail Specification is Boeing document number [*]. The Detail Specification provides further description of the configuration set forth in this Exhibit A8. 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 [*].

HAZ-PA-03659-EXA8 |  | Page 2
| BOEING PROPRIETARY | SA-17

| BOEING PROPRIETARY Exhibit A8 To Boeing Purchase Agreement |

[*] |  |

PA 3659 Exhibit A8 HAZ/[*] 787-9 [*] | Boeing Proprietary | SA-17

| Attachment A to Letter Agreement Number: HAZ-PA-03659-LA-2104365 MSN [*] |

[*]

PA-03659 | Boeing Proprietary | SA-17

| Attachment B to Letter Agreement Number: HAZ-PA-03659-LA-2104365 MSN [*] |

[*]

PA-03659 | Boeing Proprietary | SA-17

| Enclosure 7
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

HAZ-PA-03659-LA-1104720 R13
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 R12 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.
[*]
1.5 Alternative Fixed Advance Payment Schedule – 787-10 Block A Aircraft.
[*]

HAZ-PA-03659-LA-1104720 R13 |  | SA-17
Advance Payment Matters |  | LA Page 1
| BOEING PROPRIETARY |

| Enclosure 7

1.6[*]
1.7 Alternative Fixed Advance Payment Schedule – 787-9 Block F Aircraft.
[*]
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.

HAZ-PA-03659-LA-1104720 R13 |  | SA-17
Advance Payment Matters |  | LA Page 2
| BOEING PROPRIETARY |

| Enclosure 7

Very truly yours,

THE BOEING COMPANY
By | /s/ Craig Simmons
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | June 18, 2023 |
AIR LEASE CORPORATION
By | /s/ Grant Levy
Its | Executive Vice President

HAZ-PA-03659-LA-1104720 R13 |  | SA-17
Advance Payment Matters |  | LA Page 3
| BOEING PROPRIETARY |

| Enclosure 8
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

HAZ-PA-03659-LA-1301080 R10
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
Subject: [*]
Reference: Purchase Agreement No. PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 787-9 and 787-10 aircraft (collectively, the Aircraft)
This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ-PA-03659-LA-1301080 R9 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: [*]
1.3[*]
1.4[*]
1.5[*]
1.6[*]
1.7[*]
1.8[*]
1.9[*]
1.10[*]
1.11[*]

HAZ-PA-03659-LA-1301080 R10 |  | SA-17
Special Matters – 787-9 Blocks B, C, D, E, and F Aircraft | LA Page 1
| BOEING PROPRIETARY |

| Enclosure 8

1.12[*]
1.13[*]
1.14[*]
1.15[*]
1.16[*]
1.17[*]
1.18[*]
1.19[*]
1.20[*]
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.[*]
9.[*]
10.[*]
11.Confidentiality.
Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b) employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 11), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a

HAZ-PA-03659-LA-1301080 R10 |  | SA-17
Special Matters – 787-9 Blocks B, C, D, E, and F Aircraft | LA Page 2
| BOEING PROPRIETARY |

| Enclosure 8

confidentiality agreement in the same form and substance similar to this paragraph 11. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,

THE BOEING COMPANY
By | /s/ Craig Simmons
Its | Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: | June 18, 2023
AIR LEASE CORPORATION
By | /s/ Grant Levy
Its | Executive Vice President

HAZ-PA-03659-LA-1301080 R10 |  | SA-17
Special Matters – 787-9 Blocks B, C, D, E, and F Aircraft | LA Page 3
| BOEING PROPRIETARY |

| Enclosure 9
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

HAZ-PA-03659-LA-2104365
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject: Seller Purchased Equipment – 787-9 Block F Aircraft
Reference: Purchase Agreement No. PA-03659 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 787-9 aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
The 787-9 Block F Aircraft, as defined in Table 1G to the Purchase Agreement, [*].
1.[*]
2.[*]
3.[*]
4.[*]
5.[*]

ACCEPTED AND AGREED TO this |  |  |
Date: | June 18, 2023 |  |  |
AIR LEASE CORPORATION |  | THE BOEING COMPANY
By: | /s/ Grant Levy |  | By: | /s/ Craig Simmons
Name: | Grant Levy |  | Name: | Craig Simmons
Title: | Executive Vice President |  | Title: | Attorney-In-Fact

|  | SA-17 Page 1
| BOEING PROPRIETARY |