Supplemental Agreement No. 15 to Purchase Agreement No. 03791 between THE BOEING COMPANY and AIR LEASE CORPORATION
EXHIBIT 10.5
Confidential Treatment
Requested Pursuant to Rule 24b-2
Supplemental Agreement No. 15
to
Purchase Agreement No. 03791
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
THIS SUPPLEMENTAL AGREEMENT is entered into as of August 18, 2017 (Supplemental Agreement No. 15) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
All terms used but not defined in this Supplemental Agreement No. 15 have the same meaning as in the Purchase Agreement.
WHEREAS, Boeing and Customer 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, Customer acknowledges [*]; and
WHEREAS, Customer has agreed [*].
WHEREAS, Customer and Boeing have agreed to responsibilities pertaining to [*].
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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HAZ-PA-03791 |
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SA-15 |
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BOEING PROPRIETARY |
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1. Table of Contents.
The Table of Contents is deleted in its entirety, replaced by a new Table of Contents provided hereto as Enclosure 1 and incorporated into the Purchase Agreement by this reference. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 15.
2. TABLES
Table 1B is deleted in its entirety, replaced by a revised Table 1B provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference. This new Table 1B reflects the [*].
3. LETTER AGREEMENTS.
A new Letter Agreement HAZ-PA-03791-LA-1704362 titled [*] is provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.
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. 15 expires if not executed by August 18, 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 |
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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 |
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SA-15 |
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BOEING PROPRIETARY |
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Enclosure 1
TABLE OF CONTENTS
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ARTICLES |
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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1E |
737-8 Block E Aircraft Information Table [*] |
XX-00 |
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0X |
000-0 Xxxxx F Aircraft Information Table [*] |
SA-14 |
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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-1208078R4 |
Advance Payment Matters |
SA-14 |
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LA-1208079R1 |
[*] |
SA-14 |
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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-1208083R3 |
[*] |
SA-14 |
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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 |
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SA-15 |
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BOEING PROPRIETARY |
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Enclosure 1
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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-1208090R6 |
Special Matters for 737-8 and 000-0 Xxxxxxxx |
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 |
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LA-1701714 |
Special Matters for 737-7 Aircraft |
SA-14 |
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LA-1704831 |
Special Matters Relating to [*] |
SA-14 |
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LA-1704362 |
[*] |
SA-15 |
* 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 |
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SA-15 |
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BOEING PROPRIETARY |
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Enclosure 2
Table 1B
to Purchase Agrement No. PA-03791
737-9 Block B [*] Aircraft Delivery, Description, Price and Advance Payments
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Airframe Model/MTOW: |
737-9 |
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194700 pounds |
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Detail Specification: |
D019A007-B (5/18/2012) |
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Engine Model/Thrust: |
CFM-LEAP-1B |
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0 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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Seller Purchased Equipment (SPE) Estimate: |
[*] |
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Refundable Deposit/Aircraft at Proposal Accept: |
[*] |
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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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[*]-2019 |
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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[*] |
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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[*] |
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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[*] |
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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[*] |
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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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HAZ-PA-0000000000-1F.TXT |
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SA-15 |
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BOEING PROPRIETARY |
Page 1 of 2 |
Enclosure 2
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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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[*] |
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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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[*] |
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[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
2 |
[*] |
[*] |
[*] |
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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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[*] |
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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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[*] |
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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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[*] |
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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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[*] |
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[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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[*]-2022 |
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[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
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Total: |
22 |
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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-0000000000-1F.TXT |
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SA-15 |
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BOEING PROPRIETARY |
Page 2 of 2 |
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000‑2207 |
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HAZ-PA-03791-LA-1704362
Air Lease Corporation
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000X
Xxx Xxxxxxx, XX 00000
Subject: [*]
Reference: Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation. (Customer) relating to Model 737-9 aircraft (Aircraft)
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.
Customer has requested and Boeing has agreed to deliver the Aircraft [*].
1. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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HAZ-PA-03791-LA-1704362 |
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[*] |
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SA-15 |
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[*] |
BOEING PROPRIETARY |
LA Page 1 |
7. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer purchasing the Aircraft. Customer can assign its rights and obligations as described in this Letter Agreement to the Lessee but not to any other person or entity, in whole or in part, without the prior written consent of Boeing.
8. Confidential Treatment.
Customer understands that certain commercial and financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as may be required by applicable law or governmental regulations, in which case Customer will request and use its best reasonable efforts to obtain confidential treatment of this Letter Agreement and the information contained herein.
Very truly yours,
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THE BOEING COMPANY |
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By |
/s/ Xxxxx X. Xxxxxxxxx |
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Its |
Attorney-In-Fact |
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ACCEPTED AND AGREED TO this |
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Date: |
August 18, 2017 |
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Air Lease Corporation. |
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By |
/s/ Xxxxx Xxxx |
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Its |
Executive Vice President |
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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-LA-1704362 |
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[*] |
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SA-15 |
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[*] |
BOEING PROPRIETARY |
LA Page 2 |
Attachment A
[*]
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Attachment A
Attachment B
[*]
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Attachment C
[*]
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
