Supplemental Agreement No. 5 to Purchase Agreement No. PA-03659 between The Boeing Company and Air Lease Corporation
Confidential Treatment
Requested Pursuant to Rule 24b-2
Supplemental Agreement No. 5
to
Purchase Agreement No. PA-03659
between
The Boeing Company
and
Air Lease Corporation
This Supplemental Agreement is entered into as of August 17, 2015, (Supplemental Agreement No. 5) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);
All terms used but not defined in this Supplemental Agreement No. 5 have the same meaning as in the Purchase Agreement;
WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03659 dated as of October 31, 2011 (the Purchase Agreement) relating to the purchase and sale of Model 787-9 aircraft and Model 787-10 aircraft;
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to revise the referenced serial numbers for the following Aircraft:
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Aircraft Block |
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Delivery Month |
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Prior Serial |
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New Serial |
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Block A |
[*] |
[*] |
[*] |
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Block B |
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[*] |
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[*] |
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[*] |
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Block B |
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[*] |
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[*] |
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[*] |
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WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to transfer the Code 1 configuration introduction that was reserved for the 787-9 Block A
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
i
BOEING PROPRIETARY
Aircraft with a nominal delivery month of [*], bearing serial number [*], to an aircraft under Purchase Agreement No. 3290 between Customer and Boeing.
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for the [*] Aircraft with a nominal delivery month of [*], which bears serial number [*].
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to document Customer’s Engine selection for the Aircraft identified for lease to [*].
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1. TABLE OF CONTENTS.
The Table of Contents of the Purchase Agreement is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1 to this Supplemental Agreement No. 5, which reflects the revisions set forth in this Supplemental Agreement No. 5.
2. TABLE 1.
a.Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments General Electric Engines, provided as Enclosure 2 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. [*]. This Table 1A also reflects the removal of the Code 1 configuration introduction that was reserved for the 787-9 Block A Aircraft with a nominal delivery month of [*];
b.Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines, provided as Enclosure 3 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. [*]. This Table 1A also reflects the removal of the Code 1 configuration introduction that was reserved for the 787-9 Block A Aircraft with a nominal delivery month of [*];
c.Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments General Electric GEnx-1B74/75 Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659,
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
ii
BOEING PROPRIETARY
787-9 Block B Aircraft Delivery, Description, Price and Advance Payments General Electric Engines, provided as Enclosure 4 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. This Table 1B contains the revised serial numbers for the 787-9 Block B Aircraft scheduled to deliver in [*];
d.Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Trent 1000-J Engines is deleted in its entirety and replaced by Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Aircraft Delivery, Description, Price and Advance Payments Rolls Royce Engines, provided as Enclosure 5 to this Supplemental Agreement No. 5 and hereby incorporated into the Purchase Agreement. This Table 1B contains the revised serial numbers for the 787-9 Block B Aircraft scheduled to deliver in [*].
The Purchase Agreement will be deemed to be amended to the extent herein provided and as so amended will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
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THE BOEING COMPANY |
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AIR LEASE CORPORATION |
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BY: |
/s/ Xxxxxxx XxXxxxxx |
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BY: |
/s/ Xxxxx Xxxx |
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ITS: |
Attorney-In-Fact |
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ITS: |
Executive Vice President |
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
iii
BOEING PROPRIETARY
Enclosure 1
PURCHASE AGREEMENT NUMBER PA-03659
Between
THE BOEING COMPANY
and
Air Lease Corporation
Relating to Boeing Model 787-9 and 787-10 Aircraft
PA Page 1
BOEING PROPRIETARY
Enclosure 1
TABLE OF CONTENTS
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ARTICLES |
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Article 1. |
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Quantity, Model, Description and Inspection |
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SA-2 |
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Article 2. |
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Delivery Schedule |
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SA-2 |
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Article 3. |
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Price |
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SA-2 |
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Article 4. |
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Payment |
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SA-2 |
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Article 5. |
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Additional Terms |
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SA-2 |
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TABLE |
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IA. |
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787-9 Block A Aircraft Information Table |
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SA-5 |
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IB. |
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787-9 Block B Aircraft Information Table |
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SA-5 |
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IC. |
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787-10 Block A Aircraft Information Table |
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SA-3 |
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EXHIBIT |
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A. |
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Aircraft Configuration |
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SA-2 |
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B. |
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Aircraft Delivery Requirements and Responsibilities |
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SA-2 |
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SUPPLEMENTAL EXHIBITS |
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AE1. |
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Escalation Adjustment Airframe and Optional Features |
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SA-2 |
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BFE1. |
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BFE Variables |
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SA-4 |
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CS1. |
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Customer Support Document |
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XX-0 |
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XX0. |
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[*], Engine Warranty and Patent Indemnity – General Electric Engines |
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XX-0 |
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XX0. |
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[*], Engine Warranty and Patent Indemnity – Rolls Royce Engines |
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SA-2 |
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SLP1. |
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Service Life Policy Components |
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XX-0 |
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XXXXXX XXXXXXXXXX |
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XX-0000000X0 |
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[*] |
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SA-2 |
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LA-1104717R1 |
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Demonstration Flight Waiver |
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SA-2 |
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LA-1104718R1 |
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[*] |
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SA-2 |
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LA-1104719R1 |
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Other Matters |
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SA-2 |
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LA-1104720R2 |
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Advance Payment Matters |
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SA-4 |
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LA-1104721R1 |
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[*] |
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SA-2 |
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LA-1104722R1 |
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Assignment of Customer's Interest to a Subsidiary or Affiliate |
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SA-2 |
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LA-1104724 |
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e-Enabling Software Matters |
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LA-1104725R1 |
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[*] |
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SA-2 |
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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
PA Page 2
BOEING PROPRIETARY
Enclosure 1
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LA-1104726R1 |
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Special Matters relating to COTS Software and End User License Agreements |
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XX-0 |
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XX-0000000X0 |
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XXXX Matters |
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SA-2 |
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LA-0000000X0 |
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Leasing Matters for 000 Xxxxxxxx |
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XX-0 |
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XX-0000000X0 |
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Liquidated Damages - Non-Excusable Delay |
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SA-2 |
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LA-1104730R2 |
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Open Configuration Matters |
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SA-4 |
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LA-1104731R1 |
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Performance Guarantees - 000-0 Xxxxx X Xxxxxxxx |
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XX-0 |
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XX-0000000X0 |
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Special Terms - Seats and In-flight Entertainment |
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SA-2 |
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LA-1104734R1 |
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Special Matters - 000-0 Xxxxx X Xxxxxxxx |
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XX-0 |
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XX-0000000 |
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Xxxxxxxxxxx Guarantees - 000-00 Xxxxx X Xxxxxxxx |
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XX-0 |
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XX-0000000 |
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Performance Guarantees - 000-0 Xxxxx X Xxxxxxxx |
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XX-0 |
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XX-0000000 |
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Special Matters - 000-0 Xxxxx X Xxxxxxxx |
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XX-0 |
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XX-0000000 |
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Special Matters - 000-00 Xxxxx X Xxxxxxxx |
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XX-0 |
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XX-0000000 |
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[*] |
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SA-2 |
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LA-1301083 |
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Promotional Support - 000-00 Xxxxxxxx |
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XX-0 |
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XX-0000000 |
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[*] |
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SA-2 |
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LA-1302043 |
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[*] |
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SA-2 |
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LA-0000000X0 |
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[*] |
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SA-2 |
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* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
PA Page 3
BOEING PROPRIETARY
Enclosure 2
Table 0X Xx
Xxxxxxxx Xxxxxxxxx Xx. XX-00000
787-9 Block A Aircraft Delivery, Description, Price and Advance Payments
General Electric Engines
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787-9 |
545,000 pounds |
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Detail Specification: |
787B1‑4102‑D |
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Engine Model/Thrust: |
GENX‑1B74/75 |
74,100 pounds |
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Airframe Price Base Year/Esc. Formula: |
[*] |
[*] |
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Airframe Price: |
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[*] |
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Engine Price Base Year/Esc. 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) Est.: |
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[*] |
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Engine Escalation Data: |
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Seller Purchased Equipment (SPE) Est.: |
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[*] |
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Base Year Index (ECI): |
[*] |
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In Flight Entertainment (IFE) Est: |
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[*] |
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Base Year Index (CPI): |
[*] |
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Deposit per Aircraft: |
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[*] |
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Manufacturer’s |
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Escalation |
Escalation |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Optional |
P.A. |
Engine |
Engine |
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Factor |
Factor |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
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Date |
Aircraft |
Number |
Features Price |
Exhibit A |
Selection |
Price |
Lessee |
(Airframe) |
(Engine) |
Price Per A/P |
[*] |
[*] |
[*] |
[*] |
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[*]-2016 |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*]-2019* |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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Total: |
4 |
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[*] |
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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.
Page 1
Boeing Proprietary
Enclosure 3
Table 0X Xx
Xxxxxxxx Xxxxxxxxx Xx. XX-00000
787-9 Block A Aircraft Delivery, Description, Price and Advance Payments
Rolls Royce Engines
|
Airframe Model/MTOW: |
787-9 |
545,000 pounds |
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Detail Specification: |
787B1‑4102‑D |
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Engine Model/Thrust: |
TRENT1000‑J |
73,800 pounds |
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Airframe Price Base Year/Esc. Formula: |
[*] |
[*] |
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Airframe Price: |
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[*] |
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Engine Price Base Year/Esc. 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) Est.: |
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[*] |
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Engine Escalation Data: |
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Seller Purchased Equipment (SPE) Est.: |
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[*] |
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Base Year Index (ECI): |
[*] |
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In Flight Entertainment (IFE) Est: |
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[*] |
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Base Year Index (CPI): |
[*] |
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Deposit per Aircraft: |
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[*] |
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Manufacturer’s |
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Escalation |
Escalation |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Optional |
P.A. |
Engine |
Engine |
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Factor |
Factor |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
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Date |
Aircraft |
Number |
Features Price |
Exhibit A |
Selection |
Price |
Lessee |
(Airframe) |
(Engine) |
Price Per A/P |
[*] |
[*] |
[*] |
[*] |
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[*]-2016 |
1 |
[*] |
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[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*]-2019* |
1 |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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Total: |
4 |
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[*] |
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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.
Page 1
Boeing Proprietary
Enclosure 4
Table 1B To
Purchase Agreement No. PA-03659
787-9 Block B Aircraft Delivery, Description, Price and Advance Payments
General Electric Engines
|
Airframe Model/MTOW: |
787-9 |
553,000 pounds |
|
Detail Specification: |
787B1‑4102‑J |
t |
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Engine Model/Thrust: |
GENX‑1B74/75 |
74,100 pounds |
|
Airframe Price Base Year/Esc. Formula: |
[*] |
[*] |
||
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Airframe Price: |
|
[*] |
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Engine Price Base Year/Esc. Formula: |
[*] |
[*] |
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Optional Features: |
|
[*] |
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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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|
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Engine Price (Per Aircraft): |
|
[*] |
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Base Year Index (ECI): |
[*] |
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Aircraft Basic Price (Excluding BFE/SPE): |
|
[*] |
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Base Year Index (CPI): |
[*] |
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||
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Buyer Furnished Equipment (BFE) Est.: |
|
[*] |
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Engine Escalation Data: |
|
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||
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|
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|
|
|
||
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In Flight Entertainment (IFE) Est: |
|
[*] |
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Base Year Index (ECI): |
[*] |
|
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|
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Base Year Index (CPI): |
[*] |
|
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Refundable Deposit/Aircraft at Proposal Accept: |
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[*] |
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Manufacturer’s |
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Escalation |
Escalation |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Optional |
P.A. |
Engine |
Engine |
|
Factor |
Factor |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
|
Date |
Aircraft |
Number |
Features Price |
Exhibit A |
Selection |
Price |
Lessee |
(Airframe) |
(Engine) |
Price Per A/P |
[*] |
[*] |
[*] |
[*] |
|
[*]-2016 |
1 |
[*] |
|
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
|
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
|
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|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*]-2020 |
[*] |
|
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|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
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Total: |
3 |
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[*] |
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[*] |
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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.
Page 1
Boeing Proprietary
Enclosure 5
Table 1B To
Purchase Agreement No. PA-03659
787-9 Block B Aircraft Delivery, Description, Price and Advance Payments
Rolls Royce Engines
|
Airframe Model/MTOW: |
787-9 |
553,000 pounds |
|
Detail Specification: |
787B1-4102‑J |
|
|
|
|
|
|
|
|
|
|
Engine Model/Thrust: |
TRENT1000‑J |
74,400 pounds |
|
Airframe Price Base Year/Esc. Formula: |
[*] |
[*] |
|
|
|
|
|
|
|
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|
Airframe Price: |
|
[*] |
|
Engine Price Base Year/Esc. Formula: |
[*] |
[*] |
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|
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Optional Features: |
|
[*] |
|
|
|
|
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Sub-Total of Airframe and Features: |
|
[*] |
|
Airframe Escalation Data: |
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|
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|
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Engine Price (Per Aircraft): |
|
[*] |
|
Base Year Index (ECI): |
[*] |
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|
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|
|
|
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|
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|
Aircraft Basic Price (Excluding BFE/SPE): |
|
[*] |
|
Base Year Index (CPI): |
[*] |
|
|
|
|
|
|
|
|
|
|
Buyer Furnished Equipment (BFE) Est.: |
|
[*] |
|
Engine Escalation Data: |
|
|
|
|
|
|
|
|
|
|
|
In Flight Entertainment (IFE) Est:: |
|
[*] |
|
Base Year Index (ECI): |
[*] |
|
|
|
|
|
|
Base Year Index (CPI): |
[*] |
|
|
Refundable Deposit/Aircraft at Proposal Accept: |
|
[*] |
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|
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Manufacturer’s |
|
|
|
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|
Escalation |
Escalation |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
|||
|
Delivery |
Number of |
Serial |
Optional |
P.A. |
Engine |
Engine |
|
Factor |
Factor |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
|
Date |
Aircraft |
Number |
Features Price |
Exhibit A |
Selection |
Price |
Lessee |
(Airframe) |
(Engine) |
Price Per A/P |
[*] |
[*] |
[*] |
[*] |
|
[*]-2016 |
1 |
[*] |
|
|
[*] |
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
|
|
[*] |
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
1 |
[*] |
|
|
|
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
[*] |
[*] |
|
|
|
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
|
[*]-2020 |
[*] |
|
|
|
|
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
|
|
Total: |
3 |
|
|
|
|
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|
|
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|
|
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[*] |
|
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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.
Page 1
Boeing Proprietary
