Supplemental Agreement No. 17 to Purchase Agreement No. 03791 between THE BOEING COMPANY and AIR LEASE CORPORATION
EXHIBIT 10.7
Confidential Treatment
Requested Pursuant to Rule 24b-2
Supplemental Agreement No. 17
to
Purchase Agreement No. 03791
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
THIS SUPPLEMENTAL AGREEMENT is entered into as of March 29, 2018 (Supplemental Agreement No. 17) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).
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; and
WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to document Customer’s purchase of eight (8) incremental Boeing model 737-8 aircraft, [*] (Block G Aircraft).
All terms used but not defined in this Supplemental Agreement No. 17 will have the same meaning as 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 is deleted in its entirety and replaced by a new Table of Contents, provided as Enclosure 1, and incorporated into the Purchase Agreement. The new Table of Contents reflects the revisions set forth in this Supplemental Agreement No. 17.
* 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 |
1 |
SA-17 |
BOEING PROPRIETARY
2. TABLES.
1. Table 1G, “737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments,” which is provided as Enclosure 2 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to reflect the delivery positions of the Block G Aircraft.
2. Unless otherwise stated Tables 1A-R1, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ Table 1.
3. Letter Agreements.
a. Letter Agreement No. HAZ-PA-03791-LA-1208078R4, titled ”Advance Payment Matters,” is deleted in its entirety and replaced with new Letter Agreement No. HAZ-PA-03791-LA-1208078R5, titled ”Advance Payment Matters,” which is provided as Enclosure 3 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to document the advance payment terms related to the Block G Aircraft.
b. Letter Agreement No. HAZ-PA-03791-LA-1208083R3, titled [*] is deleted in its entirety and replaced with new Letter Agreement No. HAZ-PA-03791-LA-1208083R4, titled [*] which is provided as Enclosure 4 to this Supplemental Agreement No. 17, and incorporated into the Purchase Agreement to document [*] the Block G Aircraft.
c. Letter Agreement HAZ-PA-03791-LA-1208090R6, titled “Special Matters for 737-8 and 737-9 Aircraft,” is deleted in its entirety, and replaced with a revised Letter Agreement HAZ-PA-03791-LA-1208090R7, titled “Special Matters for 737-8 and 737-9 Aircraft,” which is provided as Enclosure 5 to this Supplemental Agreement No. 17 and incorporated into the Purchase Agreement to document the business considerations related to the purchase of the Block G Aircraft.
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. 17 will expire if not executed by March 31, 2018.
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/ ▇▇▇▇ ▇▇▇▇▇ |
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Its: Attorney-In-Fact |
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-17 |
BOEING PROPRIETARY
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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TABLES |
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1A-R1 |
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-12 |
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1E |
737-8 Block E Aircraft Information Table [*] |
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▇▇▇-▇ ▇▇▇▇▇ F Aircraft Information Table [*] |
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▇▇▇-▇ ▇▇▇▇▇ G Aircraft Information Table [*] |
SA-17 |
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EXHIBITS |
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A1 |
HAZ[*] 737-8 Aircraft Configuration |
SA-16 |
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A2 |
HAZ[*] 737-8 Aircraft Configuration |
SA-16 |
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A3 |
HAZ[*] 737-8 Aircraft Configuration |
SA-16 |
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A4 |
HAZ[*] 737-8 Aircraft Configuration |
SA-16 |
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Ax |
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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* 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 |
i |
SA-17 |
BOEING PROPRIETARY
Enclosure 1
TABLE OF CONTENTS
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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 |
SA No. |
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LA-1208077 |
AGTA Matters |
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LA-1208078R5 |
Advance Payment Matters |
SA-17 |
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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-1208083R4 |
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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 |
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SA-4 |
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LA-1208090R7 |
Special Matters for 737-8 and ▇▇▇-▇ ▇▇▇▇▇▇▇▇ |
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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-1400773 |
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LA-1401489 |
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SA-4 |
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LA-1701519 |
Special Matters Related to [*] |
SA-10 |
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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 |
ii |
SA-17 |
BOEING PROPRIETARY
Enclosure 1
TABLE OF CONTENTS
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LETTER AGREEMENTS |
SA No. |
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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 |
iii |
SA-17 |
BOEING PROPRIETARY
Enclosure 2
Table 1G To
Purchase Agreement No. PA-03791
737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments
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Airframe Model/MTOW: |
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737-8 |
181,200 pounds |
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Detail Specification: |
D019A008-P (5/1/2017) |
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Engine Model/Thrust: |
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CFMLEAP-1B27 |
26,400 pounds |
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Airframe Price Base Year/Escalation Formula: |
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Airframe Price: |
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Engine Price Base Year/Escalation Formula: |
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Optional Features: |
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Sub-Total of Airframe and Features: |
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Airframe Escalation Data: |
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Engine Price (Per Aircraft): |
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Base Year Index (ECI): |
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Aircraft Basic Price (Excluding BFE/SPE): |
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Base Year Index (CPI): |
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Buyer Furnished Equipment (BFE) Estimate: |
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Seller Purchased Equipment (SPE) Estimate: |
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LIFT Seats Provided by Boeing (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 |
Lessee |
P.A. |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
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Date |
Aircraft |
No. |
(Airframe) |
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Exhibit A |
Price Per A/P |
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[*]-2020 |
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HAZ-PA-03791 107613-1F.txt and 108782-1F.txt |
Boeing Proprietary |
SA-17 Page 1 |
Enclosure 2
Table 1G To
Purchase Agreement No. PA-03791
737-8 Block G [*] Aircraft Delivery, Description, Price and Advance Payments
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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 |
Lessee |
P.A. |
Adv Payment Base |
[*] |
[*] |
[*] |
[*] |
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Date |
Aircraft |
No. |
(Airframe) |
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Exhibit A |
Price Per A/P |
[*] |
[*] |
[*] |
[*] |
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[*]-2022 |
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Total: |
8 |
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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 107613-1F.txt and 108782-1F.txt |
Boeing Proprietary |
SA-17 Page 2 |
Enclosure 3
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The Boeing Company |
HAZ-PA-03791-LA-1208078R5
Air Lease Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Advance Payment Matters
Reference: Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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. Deferred Advance Payment Schedule.
1.1 Notwithstanding the Aircraft advance payment schedule provided in Table 1 of the Purchase Agreement, Customer may elect to pay an alternative fixed advance payment schedule for the Aircraft, as set forth below (Alternative Advance Payment Schedule).
[*]
1.2 [*]
2. [*]
3. [*]
4. [*]
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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SA-17 Page 1 |
BOEING PROPRIETARY
Enclosure 3
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5. 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 taking title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in whole or, in part.
6. 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 6) 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 6. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
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THE BOEING COMPANY |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇ |
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Its |
Attorney-in-fact |
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ACCEPTED AND AGREED TO this |
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Date: |
March 29, 2018 |
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AIR LEASE CORPORATION |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Its |
Executive Vice President |
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HAZ-PA-03791-LA-1208078R5 |
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SA-17 Page 2 |
BOEING PROPRIETARY
Enclosure 4
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The Boeing Company |
Air Lease Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: [*]
Reference: Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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. [*]
3. [*]
4. [*]
5. [*]
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 taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
* Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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SA-17 Page 1 |
BOEING PROPRIETARY
Enclosure 4
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7. 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 7), 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 7. Customer shall be fully responsible to Boeing for compliance with such obligations.
Very truly yours,
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THE BOEING COMPANY |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇ |
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Its |
Attorney-in-fact |
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ACCEPTED AND AGREED TO this |
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Date: |
March 29, 2018 |
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AIR LEASE CORPORATION |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Its |
Executive Vice President |
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HAZ-PA-03791-LA-1208078R4 |
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SA-17 Page 2 |
BOEING PROPRIETARY
Enclosure 4
Attachment A to Letter Agreement HAZ-PA-03791-LA-1208083R4
[*]
[*]
* 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-1208083R3 |
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SA-17 Attachment A Page 1 |
BOEING PROPRIETARY
Enclosure 4
Attachment B to Letter Agreement HAZ-PA-03791-LA-1208083R4
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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-1208083R4 |
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SA-17 Attachment B Page 1 |
BOEING PROPRIETARY
Enclosure 4
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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-1208083R4 |
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SA-17 Attachment B Page 2 |
BOEING PROPRIETARY
Enclosure 4
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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-1208083R4 |
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SA-17 Attachment B Page 3 |
BOEING PROPRIETARY
Enclosure 5
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The Boeing Company |
HAZ-PA-03791-LA-1208090R7
Air Lease Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Special Matters for 737-8 and 737-9 Aircraft
Reference: Purchase Agreement No. PA-03791 (Purchase Agreement) between The Boeing Company (Boeing) and Air Lease Corporation (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft)
This letter agreement (Letter Agreement) cancels and supersedes all previous versions with an acceptance date prior to the acceptance date indicated below 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. Credit Memoranda. In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or [*], unless otherwise noted, Boeing will provide to Customer the following credit memoranda:
1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum (Basic Credit Memorandum) at delivery of each Aircraft or [*] in an amount shown in the table immediately below for the respective minor model [*].
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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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SA-17 Page 1 |
BOEING PROPRIETARY
Enclosure 5
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1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and [*] to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft and [*] prior to delivery of each such Aircraft or [*], Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft or [*] minor model and [*]. Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.
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1.3 [*]
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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-1208090R7 |
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SA-17 Page 2 |
BOEING PROPRIETARY
Enclosure 5
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1.9 [*]
1.10 [*]
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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-1208090R7 |
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SA-17 Page 3 |
BOEING PROPRIETARY
Enclosure 5
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1.25 [*]
1.26 [*]
1.27 Escalation of Credit Memoranda. Unless otherwise noted, the amounts of the Credit Memoranda stated in [*] will be escalated from the base year indicated to the scheduled month of the respective Aircraft or [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or [*]. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or [*] at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).
2. Assignment.
Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft and [*] at time of delivery and leasing the Aircraft and [*]. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
3. Confidentiality.
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 4) 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 4. 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.
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HAZ-PA-03791-LA-1208090R7 |
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SA-17 Page 4 |
BOEING PROPRIETARY
Enclosure 5
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Very truly yours,
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THE BOEING COMPANY |
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/s/ ▇▇▇▇ ▇▇▇▇▇ |
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Attorney-in-fact |
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ACCEPTED AND AGREED TO this |
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Date: |
March 29, 2018 |
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AIR LEASE CORPORATION |
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By |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Its |
Executive Vice President |
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HAZ-PA-03791-LA-1208090R7 |
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SA-17 Page 5 |
BOEING PROPRIETARY