As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/17  Air Lease Corp                    10-K       12/31/16   79:15M                                    Toppan Merrill Bridge/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.80M 
 2: EX-10.10    Material Contract                                   HTML     59K 
 3: EX-10.11    Material Contract                                   HTML     92K 
 4: EX-10.12    Material Contract                                   HTML     41K 
 5: EX-10.21    Material Contract                                   HTML    796K 
 6: EX-10.28    Material Contract                                   HTML     66K 
 7: EX-10.35    Material Contract                                   HTML    286K 
 8: EX-10.36    Material Contract                                   HTML     81K 
10: EX-21.1     Subsidiaries List                                   HTML     26K 
11: EX-23.1     Consent of Experts or Counsel                       HTML     22K 
 9: EX-12.1     Statement re: Computation of Ratios                 HTML     59K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
22: R1          Document and Entity Information                     HTML     48K 
23: R2          Consolidated Balance Sheets                         HTML     81K 
24: R3          Consolidated Balance Sheets (Parenthetical)         HTML     42K 
25: R4          Consolidated Statements of Income                   HTML     74K 
26: R5          Consolidated Statement of Shareholders' Equity      HTML     59K 
27: R6          Consolidated Statement of Shareholders' Equity      HTML     23K 
                (Parenthetical)                                                  
28: R7          Consolidated Statements of Cash Flows               HTML    116K 
29: R8          Consolidated Statements of Cash Flows               HTML     23K 
                (Parenthetical)                                                  
30: R9          Summary of Significant Accounting Policies          HTML     63K 
31: R10         Debt Financing                                      HTML    117K 
32: R11         Interest Expense                                    HTML     50K 
33: R12         Shareholders' Equity                                HTML     32K 
34: R13         Rental Income                                       HTML    116K 
35: R14         Concentration of Risk                               HTML    180K 
36: R15         Income Taxes                                        HTML    133K 
37: R16         Commitments and Contingencies                       HTML    113K 
38: R17         Net Earnings Per Share                              HTML     89K 
39: R18         Fair Value Measurements                             HTML     29K 
40: R19         Stock-based Compensation                            HTML    157K 
41: R20         Investments                                         HTML     26K 
42: R21         Flight Equipment Held for Sale                      HTML     24K 
43: R22         Litigation                                          HTML     30K 
44: R23         Quarterly financial data (Unaudited)                HTML     94K 
45: R24         Subsequent Events                                   HTML     23K 
46: R25         Summary of Significant Accounting Policies          HTML     88K 
                (Policies)                                                       
47: R26         Interest Expense (Tables)                           HTML     50K 
48: R27         Debt Financing (Tables)                             HTML    103K 
49: R28         Rental Income (Tables)                              HTML    114K 
50: R29         Concentration of Risk (Tables)                      HTML    185K 
51: R30         Income Taxes (Tables)                               HTML    132K 
52: R31         Commitments and Contingencies (Tables)              HTML    112K 
53: R32         Net Earnings Per Share (Tables)                     HTML     85K 
54: R33         Stock-based Compensation (Tables)                   HTML    150K 
55: R34         Quarterly Financial Data (Unaudited) (Tables)       HTML     93K 
56: R35         Summary of Significant Accounting Policies          HTML     71K 
                (Details)                                                        
57: R36         Debt Financing (Details)                            HTML    201K 
58: R37         Debt Financing - Maturities of Debt (Details)       HTML     41K 
59: R38         Interest Expense (Details)                          HTML     33K 
60: R39         Shareholders' Equity (Details)                      HTML     74K 
61: R40         Rental Income (Details)                             HTML     93K 
62: R41         Concentration of Risk (Details)                     HTML     87K 
63: R42         Income Taxes (Details)                              HTML     98K 
64: R43         Commitments and Contingencies (Details)             HTML    119K 
65: R44         Net Earnings Per Share (Details)                    HTML     67K 
66: R45         Fair Value Measurements - Assets and Liabilities    HTML     29K 
                Recurring and Non-recurring (Details)                            
67: R46         Fair Value Measurements - Debt Financing (Details)  HTML     27K 
68: R47         Stock-based Compensation - Stock Options (Details)  HTML    113K 
69: R48         Stock-based Compensation - Stock Option Exercise    HTML     51K 
                Price (Details)                                                  
70: R49         Stock-based Compensation - Restricted Stock         HTML     75K 
                (Details)                                                        
71: R50         Investments (Details)                               HTML     34K 
72: R51         Flight Equipment Held for Sale (Details)            HTML     39K 
73: R52         Litigation (Details)                                HTML     24K 
74: R53         Litigation (Details)                                HTML     31K 
75: R54         Quarterly Financial Data (Unaudited) (Details)      HTML     42K 
76: R55         Subsequent Events (Details)                         HTML     31K 
78: XML         IDEA XML File -- Filing Summary                      XML    121K 
77: EXCEL       IDEA Workbook of Financial Reports                  XLSX     79K 
16: EX-101.INS  XBRL Instance -- al-20161231                         XML   2.77M 
18: EX-101.CAL  XBRL Calculations -- al-20161231_cal                 XML    182K 
19: EX-101.DEF  XBRL Definitions -- al-20161231_def                  XML    653K 
20: EX-101.LAB  XBRL Labels -- al-20161231_lab                       XML   1.48M 
21: EX-101.PRE  XBRL Presentations -- al-20161231_pre                XML    942K 
17: EX-101.SCH  XBRL Schema -- al-20161231                           XSD    174K 
79: ZIP         XBRL Zipped Folder -- 0001558370-17-000879-xbrl      Zip    180K 

Exhibit 10.35

 

Confidential Treatment

Requested Pursuant to Rule 24b‑2

 

Supplemental Agreement No. 6

 

to

 

Purchase Agreement No. 03791

 

between

 

THE BOEING COMPANY

 

and

 

AIR LEASE CORPORATION

 

THIS SUPPLEMENTAL AGREEMENT is entered into as of July 8, 2016 (Supplemental Agreement No. 6) by and between THE BOEING COMPANY (Boeing) and AIR LEASE CORPORATION (Customer).

 

All terms used but not defined in this Supplemental Agreement No. 6 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 agree to (i) amend the Purchase Agreement to document Customer’s purchase of three (3) firm 737‑8 Aircraft [*](Incremental Aircraft) for delivery in the Nominal Delivery Months of [*] and (ii) add the Incremental Aircraft to the Block D Aircraft ;

 

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for three (3) Block D Aircraft scheduled to deliver in [*]. [*];

 

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to identify [*] as the lessee for two (2) Block A Aircraft scheduled to deliver in [*].

 

WHEREAS, Boeing and Customer desire to amend the Purchase Agreement to [*] and identify [*]. [*]; and

 

WHEREAS, [*].

 

 

 

 

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

 

 

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. 6.

 

2.    TABLES.

 

a.    Table 1A is deleted in its entirety, replaced by a revised Table 1A provided hereto as Enclosure 2 and incorporated into the Purchase Agreement by this reference

 

b.    New Table 1D is added to the Purchase Agreement, provided hereto as Enclosure 3 and incorporated into the Purchase Agreement by this reference.

 

3.    LETTER AGREEMENTS.

 

a.    Letter Agreement HAZ-PA‑03791‑LA‑1208090R2 titled Special Matters is deleted in its entirety, replaced with a revised HAZ-PA‑03791‑LA‑1208090R3 provided hereto as Enclosure 4 and incorporated into the Purchase Agreement by this reference. This revised Letter Agreement [*].

 

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.

 

 

TABLE OF CONTENTS

 

 

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

 

 

 

 

 

HAZ-PA‑03791‑LA‑1208090R3

 

 

 

Air Lease Corporation

2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067

 

Subject:             Special 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.

 

1.          Credit Memoranda. In consideration of Customer’s purchase of the Aircraft, at the time of delivery of each such Aircraft or 737‑9 [*], 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 737‑9 [*] in an amount shown in the table immediately below for the respective minor model [*].

 

 

1.2        Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and 737‑9 [*] to a third party or parties (Lessee or Lessees) who are in the

 

 

 

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

 

 

 

commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft and 737‑9 [*] prior to delivery of each such Aircraft or 737‑9 [*], 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 737‑9 [*] minor model and [*]. Customer will not be permitted to assign this Leasing Credit Memorandum without the prior written consent of Boeing.

 

 

1.3[*]

 

1.4[*]

 

1.5[*]

 

1.6[*]

 

1.7[*]

 

1.8[*]

 

1.8.1

 

1.9[*]

 

1.10[*]

 

 

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

 

 

1.11[*]

 

1.12[*]

 

1.13[*]

 

1.14[*]

 

1.15[*]

 

2.          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 737‑9 [*] delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to such Aircraft or 737‑9 [*]. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or 737‑9 [*] 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).

 

3.          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 737‑9 [*] at time of delivery and leasing the Aircraft and 737‑9 [*]. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.

 

4.          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.

 

 

 

 

Very truly yours,

 

 

 

 

 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

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