Supplemental Agreement No. 12 to Purchase Agreement No. 03791 between THE BOEING COMPANY and AIR LEASE CORPORATION
EXHIBIT 10.9
Confidential Treatment
Requested Pursuant to Rule 24b-2
Supplemental Agreement No. 12
to
Purchase Agreement No. 03791
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
THIS SUPPLEMENTAL AGREEMENT is entered into as of May 30, 2017 (Supplemental Agreement No. 12) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
All terms used but not defined in this Supplemental Agreement No. 12 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 [*].
[*]
WHEREAS, Boeing and Customer desire to maintain [*] as the lessee [*].
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.TABLE OF CONTENTS.
*Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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HAZ-PA-03791 |
1 |
SA-12 |
BOEING PROPRIETARY
The Table of Contents is deleted in its entirety, replaced by a new Table of Contents provided hereto as Enclosure 1 and incorporated into the Purchase Agreement by this reference. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 12.
2.TABLES.
Table 1D is deleted in its entirety, replaced by a revised Table 1D provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference. This new Table 1D reflects [*].
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. 12 expires if not executed by May 31, 2017.
EXECUTED IN DUPLICATE as of the day and year first above written.
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THE BOEING COMPANY |
AIR LEASE CORPORATION |
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By: |
/s/ Xxxxx X. Xxxxxxxxx |
By: |
/s/ Xxxxx Xxxx |
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Its: |
Attorney‑In‑Fact |
Its: |
Executive Vice President |
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Attachments
*Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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HAZ-PA-03791 |
2 |
SA-12 |
BOEING PROPRIETARY
Enclosure 1
TABLE OF CONTENTS
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ARTICLES |
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SA No. |
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Article 1. |
Quantity, Model and Description |
SA-4 |
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Article 2. |
Delivery Schedule |
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Article 3. |
Price |
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Article 4. |
Payment |
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Article 5. |
Additional Terms |
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TABLE |
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1A |
737-8 Block A Aircraft Information Table [*] |
XX-00 |
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0X |
000-0 Xxxxx X Aircraft Information Table [*] |
XX-00 |
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0X |
000-0 Xxxxx C Aircraft Information Table [*] |
SA-5 |
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1D |
737-8 Block D Aircraft Information Table [*] |
SA-12 |
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EXHIBIT |
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A1 |
737-8 Aircraft Configuration |
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A2 |
737-9 Aircraft Configuration |
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B |
Aircraft Delivery Requirements and Responsibilities |
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SUPPLEMENTAL EXHIBITS |
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AE1 |
Escalation Adjustment - Airframe and Optional Features |
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BFE1 |
BFE Variables |
SA-9 |
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CS1 |
Customer Support Variables |
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EE1 |
[*], Engine Warranty and Patent Indemnity |
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SLP1 |
Service Life Policy Components |
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LETTER AGREEMENTS |
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LA-1208077 |
AGTA Matters |
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LA-1208078R3 |
Advance Payment Matters |
SA-5 |
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LA-1208079 |
[*] |
SA-4 |
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LA-1208080 |
Assignment of Customer’s Interest to a Subsidiary or Affiliate |
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LA-1208081 |
Other Matters |
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LA-1208082 |
Demonstration Flight Waiver |
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LA-1208083R2 |
[*] |
SA-5 |
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LA-1208084 |
Leasing Matters |
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LA-1208085 |
Liquidated Damages for Non-Excusable Delay |
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LA-1208086 |
Loading of Customer Software |
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*Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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HAZ-PA-03791 |
i |
SA-12 |
BOEING PROPRIETARY
Enclosure 1
TABLE OF CONTENTS
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LA-1208087R1 |
Open Matters for 737-8 and 000-0 Xxxxxxxx |
XX-0 |
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XX-0000000 |
Xxxxxxxxxxx Matters |
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LA-1208089R1 |
[*] |
SA-4 |
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LA-1208090R5 |
Special Matters |
XX-00 |
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XX-0000000 |
XXXX Term Revisions for 737-8 and 737-9 Aircraft |
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LA-1208092 |
[*] |
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LA-1208958 |
[*] |
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LA-1208963 |
[*] |
XX-0 |
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XX-0000000 |
[*] |
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LA-1300032 |
[*] |
SA-4 |
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LA-1400773 |
[*] |
SA-4 |
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LA-1401489 |
[*] |
SA-4 |
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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.
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HAZ-PA-03791 |
ii |
SA-12 |
BOEING PROPRIETARY
Enclosure 2
Table 1D
to Purchase Agreement No. PA-03791
737-8 Block D [*] Aircraft Delivery, Description, Price and Advance Payments
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Airframe Model/MTOW: |
737-8 |
181200 pounds |
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Detail Specification: |
D019A008-L (10/5/2015) |
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Engine Model/Thrust: |
CFMLEAP-1B25 |
25000 pounds |
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Airframe Price Base Year/Escalation Formula: |
[*] |
[*] |
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Airframe Price: |
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[*] |
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Engine Price Base Year/Escalation Formula: |
[*] |
[*] |
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Optional Features: |
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[*] |
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Sub-Total of Airframe and Features: |
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[*] |
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Airframe Escalation Data: |
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Engine Price (Per Aircraft): |
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[*] |
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Base Year Index (ECI): |
[*] |
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Aircraft Basic Price (Excluding BFE/SPE): |
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[*] |
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Base Year Index (CPI): |
[*] |
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Buyer Furnished Equipment (BFE) Estimate: |
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[*] |
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Seller Purchased Equipment (SPE) Estimate: |
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[*] |
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Refundable Deposit/Aircraft at Proposal Accept: |
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[*] |
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Manufacturer |
Escalation |
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Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Factor |
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P.A. |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
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Date |
Aircraft |
No. |
(Airframe) |
Lessee |
Exhibit A |
Price Per A/P |
[*] |
[*] |
[*] |
[*] |
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[*]-2017 |
1 |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
[*] |
[*] |
|
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
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[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
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[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
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[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*]-2021 |
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[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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Total: |
6 |
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[*]
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.
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HAZ-PA-03791 85773-IF.TXT |
Boeing Proprietary |
SA-12 |
