EXHIBIT 10.3

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

Supplemental Agreement No. 2

to

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of September 13, 2013 (Supplemental Agreement No. 2) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);

All terms used but not defined in this Supplemental Agreement No. 2 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;

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to designate the four (4) Model 787-9 aircraft already contracted under the Purchase Agreement prior to this Supplemental Agreement No. 2 as 787-9 Block A Aircraft;

WHEREAS, Boeing and Customer have reached agreement on the sale and purchase of three (3) additional Model 787-9 aircraft, and Boeing and Customer desire to amend the Purchase Agreement to add the three (3) additional Model 787-9 aircraft to the Purchase Agreement, and to designate such additional Model 787-9 aircraft as 787-9 Block B Aircraft in order to differentiate the applicable base year and business terms of the 787-9 Block B Aircraft from those of the 787-9 Block A Aircraft; and

WHEREAS, Boeing and Customer have reached agreement on the sale and purchase of thirty (30) Model 787-10 aircraft, and Boeing and Customer desire to amend the Purchase Agreement to add the thirty (30) Model 787-10 aircraft to the Purchase Agreement , and to designate such Model 787-10 aircraft as 787-10 Block A Aircraft.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

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1.           PURCHASE AGREEMENT.

The Purchase Agreement is deleted in its entirety and replaced by a new Purchase Agreement, attached as Enclosure 1 to this Supplemental Agreement No. 2, which reflects the addition of the 787-10 Aircraft and, in the case of the Table of Contents, the revisions set forth in this Supplemental Agreement No. 2.

2.           TABLE 1.

a.    Table 1 to Purchase Agreement No. PA-03659, Aircraft Delivery, Description, Price and Advance Payments GENX-1B74/75 Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Information Table – GENX-1B74/75 Engines, provided as Enclosure 2 to this Supplemental Agreement No. 2 and hereby incorporated into the Purchase Agreement.  This Table 1A contains delivery, description, price, and advance payment information for the 787-9 Block A Aircraft equipped with General Electric GEnx-1B74/75 engines;

b.    Table 1 to Purchase Agreement No. PA-03659, Aircraft Delivery, Description, Price and Advance Payments Trent Engines is deleted in its entirety and replaced by Table 1A to Purchase Agreement No. PA-03659, 787-9 Block A Information Table – Trent 1000J Engines, provided as Enclosure 3 to this Supplemental Agreement No. 2 and hereby incorporated into the Purchase Agreement.  This Table 1A contains delivery, description, price, and advance payment information for the 787-9 Block A Aircraft equipped with Rolls ▇▇▇▇▇ ▇▇▇▇▇ 1000-J engines;

c.    A new Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Information Table – GENX-1B74/75 Engines, provided as Enclosure 4 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  This Table 1B contains delivery, description, price, and advance payment information for the 787-9 Block B Aircraft equipped with General Electric GEnx-1B74/75 engines;

d.    A new Table 1B to Purchase Agreement No. PA-03659, 787-9 Block B Information Table – Trent 1000-J Engines, provided as Enclosure 5 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  This Table 1B contains delivery, description, price, and advance payment information for the 787-9 Block B Aircraft equipped with Rolls ▇▇▇▇▇ ▇▇▇▇▇ 1000-J engines;

e.    A new Table 1C to Purchase Agreement No. PA-03659, 787-10 Information Table – GENX-1B74/75 Engines, provided as Enclosure 6 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  This Table 1C contains delivery, description, price, and advance payment information for the 787-10 Block A Aircraft equipped with General Electric GEnx-1B74/75 engines; and

f.     A new Table 1C to Purchase Agreement No. PA-03659, 787-10 Information Table – Trent 1000-J Engines, provided as Enclosure 7 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  This Table 1C contains

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delivery, description, price, and advance payment information for the 787-10 Block A Aircraft equipped with Rolls ▇▇▇▇▇ ▇▇▇▇▇ 1000-J engines.

3.           EXHIBITS

a.    Exhibit A to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Exhibit A to Purchase Agreement Number PA-03659, provided as Enclosure 8 to this Supplemental Agreement No. 2 and hereby incorporated into the Purchase Agreement.  This Exhibit A contains the aircraft configuration for the 787-9 Block A Aircraft, 787-9 Block B Aircraft, and 787-10 Block A Aircraft;

b.    Exhibit B to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Exhibit B to Purchase Agreement Number PA-03659, provided as Enclosure 9 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft.

4.           SUPPLEMENTAL EXHIBITS

a.    Supplemental Exhibit AE1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit AE1 to Purchase Agreement Number PA-03659, provided as Enclosure 10 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft;

b.    Supplemental Exhibit BFE1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit BFE1 to Purchase Agreement Number PA-03659, provided as Enclosure 11 to this Supplemental Agreement No. 2, which reflects the addition of (i) the 787-9 Block B Aircraft and (ii) the 787-10 Block A Aircraft;

c.    Supplemental Exhibit CS1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit CS1 to Purchase Agreement Number PA-03659, provided as Enclosure 12 to this Supplemental Agreement No. 2, which reflects the updated Training Points available to Customer as a result of the addition of (i) the 787-9 Block B Aircraft and (ii) 787-10 Block A Aircraft to the Purchase Agreement;

d.    Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to Purchase Agreement Number PA-03659, provided as Enclosure 13 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft; and

e.    Supplemental Exhibit SLP1 to Purchase Agreement Number PA-03659 is deleted in its entirety and replaced by a revised Supplemental Exhibit SLP1 to Purchase Agreement Number PA-03659, provided as Enclosure 14 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft;

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5.           LETTER AGREEMENTS.

a.    Letter Agreement LA-1104716, [*], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104716R1, [*], provided as Enclosure 15 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) [*]; (iii) [*]; and (iv) reference to the updated Leasing Matters Letter Agreement number.

b.    Letter Agreement LA-1104717, Demonstration Flight Waiver, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104717R1, Demonstration Flight Waiver, provided as Enclosure 16 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

c.    Letter Agreement LA-1104718, [*], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104718R1, [*], provided as Enclosure 17 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

d.    Letter Agreement LA-1104719, Other Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104719R1, Other Matters, provided as Enclosure 18 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference, (ii) a updated data and documents list that will be provided to Subsequent Lessees and (iii) updated provisions concerning 787 e-Enabling transition services;

e.    Letter Agreement LA-1104720, Advance Payment Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104720R1, Advance Payment Matters, provided as Enclosure 19 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) the addition of the alternative fixed advance payment schedule for the 787-9 Block B Aircraft; (iii) the addition of the alternative fixed advance payment schedule for the 787-10 Block A Aircraft; and (iv) [*];

f.     Letter Agreement LA-1104721, [*], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104721R1, [*], provided as Enclosure 20 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) [*]; and (iii) [*];

g.    Letter Agreement LA-1104722, Assignment of Customer’s Interest to a Subsidiary or Affiliate, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104722R1, Assignment of Customer’s Interest to a Subsidiary or Affiliate, provided as Enclosure 21 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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h.   Letter Agreement LA-1104725, [*], is deleted in its entirety and replaced by a revised Letter Agreement LA-1104725R1, [*], provided as Enclosure 22 to this Supplemental Agreement No. 2, [*];

i.     Letter Agreement LA-1104726, Special Matters relating to COTS Software and End User License Agreements, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104726R1, Special Matters relating to COTS Software and End User License Agreements, provided as Enclosure 23 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

j.     Letter Agreement ▇▇-▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Matters, is deleted in its entirety and replaced by a revised Letter Agreement ▇▇-▇▇▇▇▇▇▇▇▇, ▇▇▇▇ Matters, provided as Enclosure 24 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

k.    Letter Agreement LA-1104728, Leasing Matters for 787 Aircraft, is deleted in its entirety and replaced by a revised Letter Agreement LA-▇▇▇▇▇▇▇▇▇, Leasing Matters for 787 Aircraft, provided as Enclosure 25 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference and (ii) [*];

l.     Letter Agreement LA-1104729, Liquidated Damages – Non-Excusable Delay, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104729R1, Liquidated Damages – Non-Excusable Delay, provided as Enclosure 26 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference and (ii) [*];

m.  Letter Agreement LA-1104730, Model 787 Open Configuration Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104730R1, Model 787 Open Configuration Matters, provided as Enclosure 27 to this Supplemental Agreement No. 2, which reflects (i) the addition of the Model 787-10 aircraft to the reference; (ii) addition of the 787-9 Block B Aircraft initial configuration; and (iii) addition of the 787-10 Block A Aircraft initial configuration;

n.   Letter Agreement LA-1104731, Aircraft Performance Guarantees, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104731R1, Aircraft Performance Guarantees – 787-9 Block A Aircraft, provided as Enclosure 28 to this Supplemental Agreement No. 2, [*];

o.    Letter Agreement LA-1104733, Special Terms – Seats and In-flight Entertainment, is deleted in its entirety and replaced by a revised Letter Agreement LA-

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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1104733R1, Special Terms – Seats and In-flight Entertainment, provided as Enclosure 29 to this Supplemental Agreement No. 2, which reflects the addition of the Model 787-10 aircraft to the reference;

p.    Letter Agreement LA-1104734, Special Matters, is deleted in its entirety and replaced by a revised Letter Agreement LA-1104734R1, Special Matters – 787-9 Block A Aircraft, provided as Enclosure 30 to this Supplemental Agreement No. 2, [*];

q.    A new Letter Agreement LA-1300863, Performance Guarantees – 787-10 Block A Aircraft, provided as Enclosure 31 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  LA-1300863 contains the aircraft performance guarantees that will be applied to only the 787-10 Block A Aircraft.

r.     A new Letter Agreement LA-1300864, Performance Guarantees – 787-9 Block B Aircraft, provided as Enclosure 32 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*];

s.    A new Letter Agreement LA-1301080, Special Matters – 787-9 Block B Aircraft, provided as Enclosure 33 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*];

t.     A new Letter Agreement LA-1301081, Special Matters – 787-10 Block A Aircraft, provided as Enclosure 34 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*];

u.   A new Letter Agreement LA-1301082, [*], provided as Enclosure 35 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*];

v.    A new Letter Agreement LA-1301083, Promotional Support – 787-10 Aircraft, provided as Enclosure 36 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  LA-1301083 contains the promotional support considerations available to Customer as a result of the addition of the 787-10 Block A Aircraft to the Purchase Agreement; and

w.   A new Letter Agreement LA-1301084, [*], provided as Enclosure 37 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*].

x.    A new Letter Agreement LA-1302043, [*], provided as Enclosure 38 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*].

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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y.    Letter Agreement LA-▇▇▇▇▇▇▇▇▇, [*], provided as Enclosure 39 to this Supplemental Agreement No. 2, is hereby incorporated into the Purchase Agreement.  [*].

6.           ADDITIONAL CONDITIONS.

All Advance Payment amounts Customer owes Boeing as a result of the execution of this Supplemental Agreement will be paid to Boeing at the time of execution.

[Remainder of page intentionally left blank]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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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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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

BOEING PROPRIETARY

Enclosure 1

TABLE OF CONTENTS

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

BOEING PROPRIETARY

Enclosure 1

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

BOEING PROPRIETARY

Enclosure 1

Purchase Agreement No. PA-03659

between

The Boeing Company

and

Air Lease Corporation

This Purchase Agreement No. PA-03659 between The Boeing Company, a Delaware corporation, (Boeing) and Air Lease Corporation, a Delaware corporation, (Customer) relating to the purchase and sale of Model 787-9 and Model 787-10 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates and amends the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of September 30, 2010 between the parties, identified as HAZ-AGTA (AGTA).

1.            Quantity, Model, Description and Inspection.

The aircraft to be delivered to Customer will be designated as Model 787-9 or Model 787-10 aircraft (collectively, the Aircraft).  Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement.  After execution of the Purchase Agreement, Boeing will provide Customer a Boeing document defining a customer inspection process appropriate to the 787 manufacturing process (787 Inspection Process) which will apply in lieu of inspection processes traditionally applicable to other models of aircraft and will supersede the provisions of Article 5.2 of the AGTA.

2.            Delivery Schedule.

The scheduled months of delivery of the Aircraft are listed in the attached Table 1.  Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

3.            Price.

3.1         Aircraft Basic Price.  The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

3.2         Advance Payment Base Prices.  The Advance Payment Base Prices listed in Table 1 were calculated utilizing the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.

BOEING PROPRIETARY

Enclosure 1

4.            Payment.

4.1         Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).

4.2         The standard advance payment schedule for the Model 787-9 and Model 787-10 aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of [*], less the Deposit, on the effective date of the Purchase Agreement for the Aircraft.  Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.

4.3         For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.

4.4         Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.

5.            Additional Terms.

5.1         Aircraft Information Table.  Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.

5.2         Escalation Adjustment/Airframe and Optional Features.  Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula.

5.3         Customer Support Variables.  Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. Supplemental Exhibit CS1 supersedes in its entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to the AGTA shall be deemed to refer to Supplemental Exhibit CS1 to the Purchase Agreement.

5.4         [*].  Supplemental ▇▇▇▇▇▇▇ ▇▇▇ describes the [*] and contains the engine warranty and the engine patent indemnity for the Aircraft.

5.5         Service Life Policy Component Variables.  Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

BOEING PROPRIETARY

Enclosure 1

5.6         Public Announcement.  Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative.

5.7         Negotiated Agreement; Entire Agreement.  This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions.  This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.

BOEING PROPRIETARY

Enclosure 2

Table ▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇▇▇

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

GENX-1B74/75 Engines

[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Enclosure 3

Table ▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇▇▇

787-9 Block A Aircraft Delivery, Description, Price and Advance Payments

Trent 1000J Engines

[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Enclosure 4

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

[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Enclosure 5

Table 1B To

Purchase Agreement No. PA-03659

787-9 Block B Aircraft Delivery, Description, Price and Advance Payments

Rolls ▇▇▇▇▇ ▇▇▇▇▇ 1000J Engines

[*]

* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Enclosure 6

Table ▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇▇▇

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Enclosure 6

Table ▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇▇▇

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Enclosure 6

Table ▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇▇▇

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines

Enclosure 6

Table ▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇▇▇

787-10 Block A Aircraft Delivery, Description, Price and Advance Payments

General Electric GEnx-1B74/75 Engines