Supplemental Agreement No. 9 to Purchase Agreement No. 03791 between THE BOEING COMPANY and AIR LEASE CORPORATION
EXHIBIT 10.15
Confidential Treatment
Requested Pursuant to Rule 24b-2
Supplemental Agreement No. 9
to
Purchase Agreement No. 03791
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
THIS SUPPLEMENTAL AGREEMENT is entered into as of February 28, 2017 (Supplemental Agreement No. 9) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
All terms used but not defined in this Supplemental Agreement No. 9 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 [*]; and
[*]
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for the three (3) [*] scheduled to deliver in [*]. [*].
* 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-9 |
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BOEING PROPRIETARY |
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NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1.Table of Contents.
The Table of Contents is deleted in its entirety, 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. 9.
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 three (3) [*] deliveries and the identification of [*] as the lessee for the [*].
3.Supplemental Exhibits.
BFE1 is deleted in its entirety, replaced by a revised BFE1 provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference. This new BFE1 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. 9 expires if not executed by February 28, 2017.
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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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇ |
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Its: |
Attorney-In-Fact |
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Its: |
Executive Vice President |
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-9 |
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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 [*] |
▇▇-▇ |
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▇▇ |
▇▇▇-▇ ▇▇▇▇▇ ▇ Aircraft Information Table [*] |
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▇▇ |
▇▇▇-▇ ▇▇▇▇▇ C Aircraft Information Table [*] |
SA-5 |
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1D |
737-8 Block D Aircraft Information Table [*] |
SA-7 |
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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 |
[*] Attachment A |
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▇▇-▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇▇▇▇ 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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LA-1208087R1 |
Open Matters for 737-8 and ▇▇▇-▇ ▇▇▇▇▇▇▇▇ |
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▇▇-▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇▇▇▇▇ Matters |
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LA-1208089R1 |
[*] |
SA-4 |
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LA-1208090R4 |
Special Matters |
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▇▇-▇▇▇▇▇▇▇ |
▇▇▇▇ 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 |
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LA-1300032 |
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SA-4 |
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LA-1400773 |
[*] |
SA-4 |
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LA-1401489 |
[*] |
SA-4 |
* 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-9 |
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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 |
194700 pounds |
Detail Specification: |
D019A007-B (5/18/2012) |
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Engine Model/Thrust: |
CFM-LEAP-1B |
0 pounds |
Airframe Price Base Year/Escalation Formula: |
[*] |
[*] |
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Airframe Price: |
[*] |
Engine Price Base Year/Escalation Formula: |
[*] |
[*] |
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Optional Features: |
[*] |
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Sub-Total of Airframe and Features: |
[*] |
Airframe Escalation Data: |
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Engine Price (Per Aircraft): |
[*] |
Base Year Index (ECI): |
[*] |
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Aircraft Basic Price (Excluding BFE/SPE): |
[*] |
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 |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Factor |
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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
2 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
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[*] |
[*] |
[*] |
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[*] |
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HAZ-PA-03791 60522-1F.TXT |
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SA-9 |
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Boeing Proprietary |
Page 1 of 3 |
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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Manufacturer |
Escalation |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Factor |
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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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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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[*] |
2 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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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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[*] |
1 |
[*] |
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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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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HAZ-PA-03791 60522-1F.TXT |
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SA-9 |
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Boeing Proprietary |
Page 2 of 3 |
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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Manufacturer |
Escalation |
Escalation Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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Delivery |
Number of |
Serial |
Factor |
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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
||
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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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
||
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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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[*] |
1 |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
[*] |
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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-03791 60522-1F.TXT |
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SA-9 |
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Boeing Proprietary |
Page 3 of 3 |
Enclosure 3
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
Air Lease Corporation
Supplemental Exhibit BFE1
to Purchase Agreement Number PA-03791
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HAZ-PA-03791-BFE1 |
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BFE1 Page 1 |
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BOEING PROPRIETARY |
SA-9 |
Enclosure 3
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1. Supplier Selection.
Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
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Galley System |
[*] |
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Galley Inserts |
[*] |
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Seats (passenger) |
[*] |
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Overhead & Audio System |
[*] |
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In-Seat Video System |
[*] |
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Miscellaneous Emergency Equipment |
[*] |
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Cargo Handling Systems* |
[*] |
*[*]
**[*]
Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before [*] after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).
* 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-BFE1 |
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BFE1 Page 2 |
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BOEING PROPRIETARY |
SA-9 |
Enclosure 3
2. On-dock Dates and Other Information.
On or before [*] prior to delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:
[*]
* 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-BFE1 |
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BFE1 Page 3 |
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BOEING PROPRIETARY |
SA-9 |
Enclosure 3
3. Additional Delivery Requirements - Import.
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇_▇▇▇▇▇▇/▇▇▇▇▇_▇▇▇▇▇▇▇.▇▇▇▇
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HAZ-PA-03791-BFE1 |
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BFE1 Page 4 |
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BOEING PROPRIETARY |
SA-9 |