Supplemental Agreement No. 7 to Purchase Agreement No. PA-03658 between The Boeing Company and Air Lease Corporation

EXHIBIT 10.3

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

Supplemental Agreement No. 7

to

Purchase Agreement No. PA-03658

between

The Boeing Company

and

Air Lease Corporation

This Supplemental Agreement is entered into as of July 9, 2014 (Supplemental Agreement No. 7) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer);

All terms used but not defined in this Supplemental Agreement No. 7 have the same meaning as in the Purchase Agreement;

WHEREAS, Boeing and Customer have entered into Purchase Agreement No. PA-03658 dated as of August 5, 2011 (the Purchase Agreement) relating to the purchase and sale of Model 777-300ER aircraft (Aircraft);

WHEREAS, Boeing and Customer have reached an agreement on the sale and purchase of six (6) additional model 777-300ER aircraft, and Boeing and Customer desire to amend the Purchase Agreement to add the additional six (6) 777-300ER aircraft to the Purchase Agreement, and to designate such additional 777-300ER aircraft as the Block C Aircraft in order to differentiate the applicable base year and business terms of the Block C Aircraft from those of the Block A Aircraft and Block B Aircraft;

WHEREAS, Boeing and Customer have previously agreed to [*]

[*]

WHEREAS, [*]

[*]

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

i

WHEREAS, [*]

WHEREAS, [*]

WHEREAS, Boeing and Customer have previously agreed to certain Lessee matters concerning (i) electronic access and (ii) the assignment of certain rights and duties under the Purchase Agreement.

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. 7, which reflects the revisions set forth in this Supplemental Agreement No. 7.

2.                                TABLE.

a.                                   Table 1A to Purchase Agreement No. PA-03658, Block A Aircraft Information Table, is deleted in its entirety and replaced by a revised Table 1A to Purchase Agreement No. PA-03658, Block A Aircraft Information Table, provided as Enclosure 2 to this Supplemental Agreement No. 7.  This Table 1A contains the delivery, description, price, and advance payment information for the Block A Aircraft.

b.                                   Table 1B to Purchase Agreement No. PA-03658, Block B Aircraft Information Table, is deleted in its entirety and replaced by a revised Table 1B to Purchase Agreement No. PA-03658, Block B Aircraft Information Table, provided as Enclosure 3 to this Supplemental Agreement No. 7.  This Table 1B contains the delivery, description, price, and advance payment information for the Block B Aircraft.

c.                                    A new Table 1C to Purchase Agreement No. PA-03658, Block C Aircraft Information Table, provided as Enclosure 4 to this Supplemental Agreement No. 7, is hereby incorporated into the Purchase Agreement.  This Table 1C contains the delivery, description, price, and advance payment information for the Block C Aircraft.

3.                                EXHIBITS.

a.                                   A new Exhibit A3 to Purchase Agreement No. PA-03658, HAZ/ETI 777-300ER Aircraft Configuration incorporating the 777-300ER aircraft configuration applicable to the ETI Aircraft, provided as Enclosure 5 to this Supplemental Agreement No. 7, is hereby incorporated into the Purchase Agreement.

b.                                   Exhibit A3 to Purchase Agreement ▇▇. ▇▇-▇▇▇▇▇, HAZ 777-300ER Aircraft Configuration, is renamed Exhibit A4 to Purchase Agreement No. 03658, and is provided as Enclosure 6 to this Supplemental Agreement No. 7.

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

ii

4.                                SUPPLEMENTAL EXHIBITS.

a.                                   A new Supplemental Exhibit AE1-2 to Purchase Agreement Number PA-03658, provided as Enclosure 7 to this Supplemental Agreement No. 7, is hereby incorporated into the Purchase Agreement.  [*]

b.                                   Supplemental Exhibit BFE1-R5 to Purchase Agreement Number PA-03658, Buyer Furnished Equipment Variables, is deleted in its entirety and replaced by Supplemental Exhibit BFE1-R6 to Purchase Agreement Number PA-03658, Buyer Furnished Equipment Variables, provided as Enclosure 8 to this Supplemental Agreement No. 7.

5.                                LETTER AGREEMENTS.

a.                                   Letter agreement HAZ-PA-03658-LA-1104677R1, Open Configuration Matters, is deleted in its entirety and replaced by revised letter agreement HAZ-PA-03658-LA-▇▇▇▇▇▇▇▇▇, Open Matters, provided as Enclosure 9 to this Supplemental Agreement No. 7, [*].

b.                                   Letter agreement HAZ-PA-03658-LA-1104679R2, Advance Payment Matters, is deleted in its entirety and replaced by revised letter agreement HAZ-PA-03658-LA-1104679R3, Advance Payment Matters, provided as Enclosure 10 to this Supplemental Agreement No. 7 [*].

c.                                    Letter agreement HAZ-PA-03658-LA-▇▇▇▇▇▇▇▇▇, Leasing Matters, is deleted in its entirety and replaced by revised letter agreement HAZ-PA-03658-LA-1104684R4, Leasing Matters, provided as Enclosure 11 to this Supplemental Agreement No. 7, which documents (i) [*] and (ii) the previously agreed to matters concerning Lessee electronic access and assignments.

d.                                   Letter agreement HAZ-PA-03658-LA-1208890R1, Aircraft Slide – Manufacturer Serial Number 42120, is deleted in its entirety and is replaced by the previously executed letter agreement HAZ-PA-03658-LA-▇▇▇▇▇▇▇▇▇, provided as Enclosure 12 to this Supplemental Agreement No. 7, and reflects [*].

e.                                   The previously executed letter agreement HAZ-PA-03658-LA-1400182, [*], provided as Enclosure 13 to this Supplemental Agreement No. 7, is added to the Purchase Agreement and reflects [*].

f.                                       A new letter agreement HAZ-PA-03658-LA-1401603, [*], provided as Enclosure 14 to this Supplemental Agreement No. 7, 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.

iii

g.                                   A new letter agreement HAZ-PA-03658-LA-1401604, Special Matters for the Block C Aircraft, provided as Enclosure 15 to this Supplemental Agreement No. 7, is hereby incorporated into the Purchase Agreement.  [*]

h.                                  A new letter agreement HAZ-PA-03658-LA-1402153, Promotional Support, provided as Enclosure 16 to this Supplemental Agreement No. 7, is hereby incorporated into the Purchase Agreement.  LA-1402153 contains the promotional support that Boeing will provide to Customer in consideration of Customer’s purchase of the Block C Aircraft.

6.                                ADDITIONAL CONDITIONS.

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.

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

iv

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

i

Enclosure 1

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

BOEING PROPRIETARY

ii

Enclosure 2

Table 1A to

Purchase Agreement No. PA-03658

Block A Aircraft Information Table

Notes:

[*]

[*]

[*]

[*]

[*]

[*]

[*]

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

Notes:

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

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

Notes:

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

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

Enclosure 5

HAZ/ETI 777-300ER AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Exhibit A3 to Purchase Agreement Number PA-03658

Enclosure 5

Exhibit A3

AIRCRAFT CONFIGURATION

Dated _________________, 2014

relating to

BOEING MODEL 777-300ER AIRCRAFT

The Detail Specification is Boeing document number D019W005ETI73E-3, revision D dated November 1, 2013.  The Detail Specification provides further description of the configuration set forth in this Exhibit A3.  Such Detail Specification will be comprised of Boeing configuration specification D019W005, Revision G, dated December 11, 2009 as amended to incorporate the optional features (Options) listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW).  As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options.  The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.

Enclosure 5

[*]

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

Enclosure 6

HAZ 777-300ER AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

Air Lease Corporation

Exhibit A4 to Purchase Agreement Number PA-03658

Enclosure 6

Exhibit A4

AIRCRAFT CONFIGURATION

Dated August 5, 2011

relating to

BOEING MODEL 777-300ER AIRCRAFT

The contents of Exhibit A4 will be defined pursuant to the provisions of Letter Agreement HAZ-PA-03658-LA-▇▇▇▇▇▇▇▇▇, “Open Matters”, to the Purchase Agreement.

Enclosure 7

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

between

THE BOEING COMPANY

and

Air Lease Corporation

Supplemental Exhibit AE1-2

to Purchase Agreement Number PA-03658

Enclosure 7

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

relating to

BOEING MODEL 777-300ER AIRCRAFT

1.            Formula.

Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation.  For the Aircraft listed under Table 1C (the Block C Aircraft) [*], the Airframe Price Adjustment will be determined at the time of such Block C Aircraft delivery in accordance with the following formula:

Pa = [*]

Where:

Pa =       [*]

P =        [*]

L = [*]

Where:

ECIb is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement);

ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Employment Cost Index for NAICS Aircraft Manufacturing - Wages and Salaries (BLS Series ID CIU2023211000000I), calculated by establishing a three-month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th and 13th months prior to the month of scheduled delivery of the applicable Aircraft.  As the Employment Cost Index values are only released on a quarterly basis, the value released for the first quarter will be used for the months of January, February, and March; the value released for the second quarter will be used for the months of April, May, and June; the value released for the third quarter will be used for the months of July, August, and September; the value released for the fourth quarter will be used for the months of October, November, and December.

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

Enclosure 7

M = [*]

Where:

ICIb is the base year index (as set forth in Table 1 of this Purchase Agreement); and

ICI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Producer Price Index - Industrial Commodities Index (BLS Series ID WPU03THRU15), calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th months prior to the month of scheduled delivery of the applicable Aircraft.

B =     [*]

Where:

N is the number of calendar months which have elapsed from the Airframe Price base year and month up to and including the month of delivery, both as shown in Table 1 of the Purchase Agreement.  The entire calculation of [*] will be rounded to 4 places, and the final value of B will be rounded to the nearest dollar.

As an example, for an Aircraft scheduled to be delivered in the month of July, the months of June, July, and August of the preceding year will be utilized in determining the value of ECI and ICI.

Note:

(i)                      In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth.

(ii)                  [*]

(iii)              [*]

(iv)             The [*] (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics.  The actual average values are calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th and 13th months prior to the airframe base year.  The applicable base year and corresponding

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

Enclosure 7

denominator is provided by Boeing in Table 1 of this Purchase Agreement.

(v)                 The final value of Pa will be rounded to the nearest dollar.

(vi)             The Airframe Price Adjustment will not be made if it will result in a decrease in the Aircraft Basic Price.

2.            Values to be Utilized in the Event of Unavailability.

2.1         If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine the ECI and ICI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations.  Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period.  However, if within twenty-four (24) months after delivery of the Aircraft, the Bureau of Labor Statistics should resume releasing values for the months needed to determine the Airframe Price Adjustment; such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the Aircraft from that determined at the time of delivery of the Aircraft.

2.2         Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base year for determination of the ECI and ICI values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.

2.3         In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1 in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase Agreement.

2.4         If within twelve (12) months of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as preliminary by the Bureau of Labor Statistics).  A credit memorandum or supplemental invoice will be issued for the Airframe Price Adjustment difference. [*]

Note:

(i)                      The values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first

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

Enclosure 7

day of the scheduled delivery month of an Aircraft will be used to determine the ECI and ICI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery.  The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published index values, subject always to paragraph 2.4 above.

(ii)                The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater.

Enclosure 8

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

AIR LEASE CORPORATION

Supplemental Exhibit BFE1-R6

to Purchase Agreement Number PA-03658

Enclosure 8

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 777-300ER AIRCRAFT

This Supplemental Exhibit BFE1-R6 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1.         Supplier Selection.

1.1       Supplier Selection for Block B Aircraft Delivering in [*].  Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items no later than the dates identified in the following table for each Block B Aircraft that has a scheduled month of delivery in [*].

1.2       Supplier Selection for all Block A Aircraft, Block B Aircraft and Block C Aircraft Delivering in [*] and [*].  Customer will select and notify Boeing of the suppliers and part numbers of the following BFE items no later than the timeframes identified in the following table for each Block A Aircraft, Block B Aircraft, and Block C Aircraft that has a scheduled month of delivery in [*], [*] and [*].  For Block C Aircraft with Nominal Delivery Months (as defined in letter agreement HAZ-PA_03658-LA-▇▇▇▇▇▇▇▇▇), the Nominal Delivery Month will be assumed for calculation of BFE supplier and part number selection due dates until Boeing notifies Customer of the definitive delivery month in accordance with letter agreement HAZ-PA-03658-LA-1104077R2; after

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

Enclosure 8

such notification, BFE supplier and part number selection due dates will be calculated based on the scheduled delivery month.

* Due to lead-time constraints, suite type seats must be selected at least [*] or [*] in advance of the scheduled delivery month or Nominal Delivery Month, respectively, unless (i) such suites have been previously certified, installed in production, and delivered by Boeing on model 777-300ER aircraft within the [*] period immediately preceding the delivery of such Aircraft to Customer, (ii) Boeing has the production and engineering capacity to support suites in the shortened timeframe, and (iii) the supplier of such suites agrees to meet Boeing’s required on-dock dates.

1.3       Buyer Furnished Equipment (BFE) Constraints.  All supplier selections for BFE must be selected from a list of offerable suppliers that will be provided to Customer.  If seat selections are not made by the dates quoted above, Customer will be restricted to previously integrated seat and in-flight entertainment (IFE) combinations (including monitor sizes), as offered and/or available by suppliers.  Previously integrated means previously integrated on the 777 program and may restrict some layout of passenger accommodations (LOPA) combinations.  Additionally, 3-3-3 premium economy class seats with a pitch greater than thirty-four (34) inches are not offerable.

1.4       Notwithstanding the lead times identified above, Boeing will make reasonable efforts to work with Customer on the offerability of BFE selections that are outside the lead times and offerable suppliers list.

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

Enclosure 8

2.         On-dock Dates and Other Information.

On or before  [*] prior to Aircraft delivery, Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through 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:

[*]

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

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

Enclosure 8

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.

▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇_▇▇▇▇▇▇/▇▇▇▇▇_▇▇▇▇▇▇▇.▇▇▇▇

Enclosure 9

HAZ-PA-03658-LA-▇▇▇▇▇▇▇▇▇

Air Lease Corporation

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Subject:                                     Open Matters

Reference:                Purchase Agreement No. PA-03658 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 777-300ER aircraft (Aircraft)

This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ-PA-03658-LA-1104677R1 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.                                   [*]

2.                                   Aircraft Configuration.

2.1                          Initial Configuration.  The initial configuration of the Aircraft has been defined by (i) Boeing Model 777-300ER basic specification D019W005 Rev G dated December 11, 2009 for the Block A Aircraft; (ii) D019W005 Rev I dated January 29, 2013 for the Block B Aircraft; and (iii) D019W005 Rev. J dated December 23, 2013, as described in Article 1 and Exhibit A and as noted in Table 1A, Table 1B, and Table 1C respectively, of the Purchase Agreement.  Final configuration of the Aircraft will be completed as described in this Letter Agreement.

2.2                          Final Configuration Schedule.  Customer and Boeing hereby agree to complete the configuration for each Aircraft, as required, using the then-current Boeing configuration documentation (Final Configuration) in accordance with the following schedule:

2.2.1             No later than [*] prior to the scheduled delivery month of the applicable Aircraft, Boeing and Customer will discuss potential optional features.

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

Enclosure 9

2.2.2             Within [*] after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the applicable Aircraft during production.

3.                                   Amendment of the Purchase Agreement.  Within [*] following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

3.1                          Changes applicable to the basic Model 777-300ER aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.

3.2                          Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing pursuant to Article 2.2 above (Customer Configuration Changes);

3.3                          Revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft performance resulting from the incorporation of the Customer Configuration Changes;

3.4                          Changes to the Optional Features Prices, Aircraft Basic Price and Advance Payment Base Price of the applicable Aircraft to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes; and

3.5                          Changes to the Advance Payment Base Price of the Aircraft to adjust for the difference between the estimated amount included in Table 1 of the Purchase Agreement for Seller Purchased Equipment (SPE) and the price of the SPE reflected in the Customer Configuration Changes.

4.                                   Other Letter Agreements.

Boeing and Customer acknowledge that as the definition of the Aircraft progresses, there may be a need to execute letter agreements addressing one or more of the following subjects:

4.1                          Software.  Additional provisions relating to software.

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

Enclosure 9

4.2                          Seller Purchased Equipment (SPE) and/or Buyer Furnished Equipment (BFE).  Provisions relating to the terms under which Boeing may offer or install SPE and/or BFE in the Aircraft.

4.3                          In-Flight Entertainment (IFE) and Cabin Communication Systems (CCS).  Provisions relating to the terms under which Boeing may offer to install IFE and CCS in the Aircraft.

Very truly yours,

Enclosure 10

HAZ-PA-03658-LA-1104679R3

Air Lease Corporation

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Subject:                                     Advance Payment Matters

Reference:                Purchase Agreement No. PA-03658 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 777-300ER aircraft (Aircraft)

This letter agreement (Letter Agreement) cancels and supersedes letter agreement HAZ-PA-03658-LA-1104679R2 and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

The Purchase Agreement incorporates the terms and conditions of HAZ-AGTA between Boeing and Customer.  This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.

1.                                   Alternative Fixed Advance Payment Schedule.

1.1                          Alternative Fixed Advance Payment Schedule for the Block A Aircraft.  Notwithstanding the Block A Aircraft advance payment schedule provided in Table 1A of the Purchase Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Block A Aircraft, as set forth in the table below.

[*]

1.2                          Alternative Fixed Advance Payment Schedule for the Block B Aircraft.  Notwithstanding the Block B Aircraft advance payment schedule provided in Table 1B of the Purchase Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Block B Aircraft, as set forth in the table below.  For Block B Aircraft scheduled for delivery in [*](as indicated in Table 1B), the Nominal Delivery Month will be assumed for calculation of advance payment due dates until Boeing notifies Customer of the scheduled delivery month within the [*]; after such notification, advance payment due dates will be calculated based on the scheduled delivery month.

[*]

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

Enclosure 10

1.3                          Alternative Fixed Advance Payment Schedule for the Block C Aircraft.  Notwithstanding the Block C Aircraft advance payment schedule provided in Table 1C of the Purchase Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Block C Aircraft, as set forth in the table below.  For Block C Aircraft with Nominal Delivery Months, the Nominal Delivery Month will be assumed for calculation of advance payment due dates until Boeing notifies Customer of the scheduled delivery month; after such notification, advance payment due dates will be calculated based on the scheduled delivery month.

[*]

1.4                          [*]

2.                                                                                   [*]

3.                                                                                   [*]

4.                                                                                   [*]

5.                                   Confidential Treatment.

Customer understands and agrees that the information contained herein represents confidential business information of Boeing and has value precisely because it is not available generally or to other parties.  Customer agrees to limit the disclosure of its contents to (a) its directors and officers, (b)  employees of Customer with a need to know the contents for performing its obligations (including, without limitation, those employees performing accounting, finance, administration and other functions necessary to finance and purchase, deliver or lease the Aircraft) and who understand they are not to disclose its contents to any other person or entity (other than those to whom disclosure is permitted by this paragraph 5), without the prior written consent of Boeing and (c) any auditors, financial advisors, attorneys and independent contractors of Customer who have a need to know such information and have signed a confidentiality agreement in the same form and substance similar to this paragraph 5.  Customer shall be fully responsible to Boeing for compliance with such obligations.

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

Enclosure 10

6.                                   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’s taking title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in whole or, in part.

Enclosure 10

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,