Attached files
file | filename |
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S-1/A - AMENDMENT NO.3 TO FORM S-1 - AIR LEASE CORP | v59248a3sv1za.htm |
EXHIBIT 10.33
CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406
REQUESTED PURSUANT TO RULE 406
PURCHASE AGREEMENT NUMBER PA-03658
between
THE BOEING COMPANY
and
Air Lease Corporation
Relating to Boeing Model 777-300ER Aircraft
LSQ-PA-03658 | PA Page 1 |
BOEING PROPRIETARY
TABLE OF CONTENTS
ARTICLES | ||
Article 1.
|
Quantity, Model and Description | |
Article 2.
|
Delivery Schedule | |
Article 3.
|
Price | |
Article 4.
|
Payment | |
Article 5.
|
Additional Terms | |
TABLE | ||
1.
|
Aircraft Information Table | |
EXHIBIT | ||
A.
|
Aircraft Configuration | |
B.
|
Aircraft Delivery Requirements and Responsibilities | |
SUPPLEMENTAL EXHIBITS | ||
AE1.
|
Escalation Adjustment Airframe and Optional Features | |
BFE1.
|
BFE Variables | |
CS1.
|
Customer Support Variables | |
EE1.
|
[*], Engine Warranty and Patent Indemnity | |
SLP1.
|
Service Life Policy Components | |
LETTER AGREEMENTS | ||
LA-1104674
|
[*] | |
LA-1104675
|
Other Matters | |
LA-1104676
|
[*] | |
LA-1104677
|
Open Configuration Matters | |
LA-1104678
|
AGTA Matters | |
LA-1104679
|
Advance Payment Matters | |
LA-1104680
|
[*] | |
LA-1104681
|
Demonstration Flight Waiver | |
LA-1104682
|
[*] | |
LA-1104683
|
Special Matters relating to COTS Software and End User License Agreements | |
LA-1104684
|
Leasing Matters | |
LA-1104685
|
Liquidated Damages Non Excusable Delay | |
LA-1104686
|
Performance Guarantees | |
LA-1104687
|
Special Matters |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658 | PA Page 2 |
BOEING PROPRIETARY
Purchase Agreement No. PA-03658
between
The Boeing Company
and
Air Lease Corporation
This Purchase Agreement No. PA-03658 between The Boeing Company, a Delaware corporation,
(Boeing) and Air Lease Corporation, a Delaware corporation, (Customer) relating to the purchase and
sale of Model 777-300ER aircraft together with all tables, exhibits, supplemental exhibits, letter
agreements and other attachments thereto, if any, (Purchase Agreement) incorporates 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 LSQ-AGTA (AGTA).
1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model 777-300ER aircraft
(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.
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.
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 777-300ER aircraft requires Customer
to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of
each Aircraft beginning with a
LSQ-PA-03658 | PA Page 3 |
BOEING PROPRIETARY
payment [*], 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 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier
selection dates, on dock dates and other variables applicable to the Aircraft.
5.4 Customer Support Variables. Information, training, services and other things
furnished by Boeing in support of introduction of the Aircraft into Customers fleet are described
in Supplemental Exhibit CS1.
5.5 [*]. Supplemental Exhibit EE1 describes the [*] and contains the engine warranty and the
engine patent indemnity for the Aircraft.
5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP
Components covered by the Service Life Policy for the Aircraft.
5.7 Public Announcement. Boeing reserves the right to make a public announcement
regarding Customers purchase of the Aircraft upon approval of Boeings press release by Customers
public relations department or other authorized representative.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658 | PA Page 4 |
BOEING PROPRIETARY
5.8 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.
AGREED AND ACCEPTED this |
||
August 5, 2011 |
||
THE BOEING COMPANY
|
AIR LEASE CORPORATION | |
/s/ Katherine B. Gunal
|
/s/ John L. Plueger | |
Signature
|
Signature | |
Katherine B. Gunal
|
John L. Plueger | |
Printed name
|
Printed name | |
Attorney-in-Fact
|
President & COO | |
Title
|
Title |
LSQ-PA-03658 | PA Page 5 |
BOEING PROPRIETARY
Table 1 To
Purchase Agreement No. PA-03658
Aircraft Delivery, Description, Price and Advance Payments
Purchase Agreement No. PA-03658
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW:
|
777-300ER | 775000 pounds | Detail Specification: | D019W005-G (12/11/2009) | ||||||||
Engine Model/Thrust:
|
GE90-115BL | 115300 pounds | Airframe Price Base Year/Escalation Formula: | [*] | [*] | |||||||
Airframe Price:
|
[*] | Engine Price Base Year/Escalation Formula: | [*] | [*] | ||||||||
Optional Features:
|
[*] | |||||||||||
Sub-Total of Airframe and Features:
|
[*] | Airframe Escalation Data: | ||||||||||
Engine Price (Per Aircraft):
|
[*] | Base Year Index (ECI): | [*] | |||||||||
Aircraft Basic Price (Excluding BFE/SPE):
|
[*] | Base Year Index (CPI): | [*] | |||||||||
Buyer Furnished Equipment (BFE) Estimate:
|
[*] | |||||||||||
Seller Purchased Equipment (SPE) Estimate:
|
[*] | |||||||||||
Deposit per Aircraft:
|
[*] |
Escalation | Manufacturers | Escalation Estimate | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||||||||||||||||||||
Delivery | Number of | Factor | Serial | Adv Payment Base | ||||||||||||||||||||||||||||
Date | Aircraft | (Airframe) | Number | Price Per A/P | [*] | [*] | [*] | [*] | ||||||||||||||||||||||||
[*] 2014 [*] |
1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||||||||||||||||
[*] |
1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||||||||||||||||
[*] |
1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||||||||||||||||
[*] |
1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||||||||||||||||
[*] 2015 |
1 | [*] | [*] | [*] | [*] | [*] | [*] | [*] | ||||||||||||||||||||||||
Total: |
5 |
[*]
[*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658 56379-1F.TXT | Boeing Proprietary | Page 1 |
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
Air Lease Corporation
Exhibit A to Purchase Agreement Number PA-03658
LSQ-PA-03658-EXA | EXA Page 1 |
BOEING PROPRIETARY
Exhibit A
AIRCRAFT CONFIGURATION
Dated August 5, 2011
relating to
BOEING MODEL 777-300ER AIRCRAFT
The contents of Exhibit A will be defined pursuant to the provisions of Letter Agreement
LSQ-PA-03658-LA-1104677, Open Configuration Matters, to the Purchase Agreement.
LSQ-PA-03658-EXA | EXA Page 2 |
BOEING PROPRIETARY
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
Air Lease Corporation
Exhibit B to Purchase Agreement Number PA-03658
LSQ-PA-03658-EXB | EXB Page 1 |
BOEING PROPRIETARY
Exhibit B
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 777-300ER AIRCRAFT
Both Boeing and Customer have certain documentation and approval responsibilities at various
times during the construction cycle of Customers Aircraft that are critical to making the delivery
of each Aircraft a positive experience for both parties. This Exhibit B documents those
responsibilities and indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of the scheduled delivery
month of each Aircraft with respect to obtaining certain government issued documentation.
1.1 Airworthiness and Registration Documents. Not later than [*] to delivery
of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than [*] prior to delivery of each
Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the
temporary use of such registration numbers by Boeing during the pre-delivery testing of the
Aircraft.
Customer is responsible for furnishing any Temporary or Permanent Registration Certificates
required by any governmental authority having jurisdiction to be displayed aboard the Aircraft
after delivery.
1.2 Certificate of Sanitary Construction.
1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health
Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft
after delivery to Customer. The above Boeing obligation only applies to commercial
passenger-configured aircraft.
1.2.2 Non-U.S. Registered Aircraft. If Customer requires a United States Certificate of
Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice
thereof to Boeing at least [*] prior to delivery. Boeing will then use commercially
reasonable efforts to obtain the Certificate from the United States Public Health Service and
present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies
to commercial passenger-configured aircraft.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-EXB | EXB Page 2 |
BOEING PROPRIETARY
1.3 Customs Documentation.
1.3.1 Import Documentation. If the Aircraft is intended to be exported from the
United States, Customer must notify Boeing not later than [*] prior to delivery of
each Aircraft of any documentation required by the customs authorities or by any other agency of
the country of import.
1.3.2
General Declaration U.S. If the Aircraft is intended to be exported from the
United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S.
Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will
furnish to Boeing not later than [*] prior to delivery all information required by
U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger
list identifying the names, birth dates, passport numbers and passport expiration dates of all crew
and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United
States for the Aircraft.
If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after
clearing Customs at delivery, Customer must notify Boeing not later than [*] prior to
delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer
the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any
such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be
furnished to Customer to cover U.S. stops scheduled for the ferry flight.
1.3.3 Export Declaration U.S. If the Aircraft is intended to be exported from the
United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an
export declaration electronically with U.S. Customs and Border Protection (CBP), or (ii) Customer
is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to
file the export declaration with CBP.
2. Insurance Certificates.
Unless provided earlier, Customer or Customers Lessee will provide to Boeing within
[*], but not later than [*], prior to delivery of the first Aircraft, a copy of
the requisite annual insurance certificate in accordance with the requirements of Article 8 of the
AGTA.
3. NOTICE OF FLYAWAY CONFIGURATION.
Not later than [*] prior to delivery of the Aircraft, Customer will provide to
Boeing a configuration letter stating the requested flyaway configuration of the Aircraft for its
ferry flight. This configuration letter should include:
(i) | the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training (planned to be conducted during the ferry |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-EXB | EXB Page 3 |
BOEING PROPRIETARY
flight), the method of payment for such fuel, and fuel load for the ferry flight; |
(ii) | the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling; | ||
(iii) | any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customers subsequent Aircraft; | ||
(iv) | a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and | ||
(v) | a complete ferry flight itinerary. |
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs
Bureau inspections will be scheduled by Boeing for completion prior to delivery or departure of the
Aircraft. Customer will be informed of such schedules.
4.2 Schedule of Demonstration Flights. All FAA and Customer demonstration flights
will be scheduled by Boeing for completion prior to delivery of the Aircraft.
4.3 Schedule for Customers Flight Crew. Boeing will inform Customer of the date that
a flight crew is required for acceptance routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer, without charge, the
amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered
and full capacity of engine oil at the time of delivery or prior to the ferry flight of the
Aircraft.
Aircraft Model | Fuel Provided | |
737 | [*] | |
747 | [*] | |
757 | [*] | |
767 | [*] | |
777 | [*] | |
787 | [*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-EXB | EXB Page 4 |
BOEING PROPRIETARY
4.5 Flight Crew and Passenger Consumables. Boeing will provide reasonable quantities
of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the
ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have available at the time of
delivery of the Aircraft certain delivery papers, documents and data for execution and delivery.
If title for the Aircraft will be transferred to Customer through a Boeing sales subsidiary and if
the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma,
for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2,
Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeings sales subsidiary
to Customer.
4.7 Delegation of Authority. If specifically requested in advance by Customer, Boeing
will present a certified copy of a Resolution of Boeings Board of Directors, designating and
authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will provide its Aircraft
Radio Station License to be placed on board the Aircraft following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide the Aircraft Flight Log
for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing at delivery of the
Aircraft an original or certified copy of Customers Delegation of Authority designating and
authorizing certain persons to act on its behalf in connection with delivery of the specified
Aircraft.
5.4 TSA Waiver Approval. Should the Aircraft be exported, a TSA waiver approval is
required for the ferry flight, unless Customer has a TSA approved program. Customer is responsible
for submittal of TSA waiver to the TSA and following up with the TSA for the approval. A copy of
the TSA waiver approval is to be provided by Customer to Boeing upon arrival of Customers
acceptance team at the Boeing delivery center.
5.5 Electronic Advance Passenger Information System. Should the ferry flight of an
Aircraft leave the United States, the Department of Homeland Security office requires Customer to
comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to
establish their own account with US Customs and Border Protection in order to file for departure.
A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customers
acceptance team at the Boeing delivery center.
LSQ-PA-03658-EXB | EXB Page 5 |
BOEING PROPRIETARY
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
AIRFRAME AND OPTIONAL FEATURES
between
THE BOEING COMPANY
and
Air Lease Corporation
Supplemental Exhibit AE1
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
LSQ-PA-03658-AE1 | AE1 Page 1 |
BOEING PROPRIETARY
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
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. The
Airframe Price Adjustment will be determined at the time of 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 Manufacturing Total Compensation (BLS Series ID
CIU2013000000000I), calculated by establishing a three (3) 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. |
LSQ-PA-03658-AE1 | AE1 Page 2 |
BOEING PROPRIETARY
M = [*]
Where:
CPIb is the base year airframe escalation index (as set forth in Table 1 of this
Purchase Agreement); and
CPI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Consumer
Price Index All Urban Consumers (BLS Series ID CUUR0000SA0), 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.
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 CPI.
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 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.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-AE1 | AE1 Page 3 |
BOEING PROPRIETARY
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 CPI 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 CPI 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 day of the scheduled delivery month of an Aircraft will be used to determine the ECI and CPI 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 |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-AE1 | AE1 Page 4 |
BOEING PROPRIETARY
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 four (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. |
LSQ-PA-03658-AE1 | AE1 Page 5 |
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES |
between
THE BOEING COMPANY
and
Air Lease Corporation
Supplemental Exhibit BFE1
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
LSQ-PA-03658-BFE1 | BFE1 Page 1 |
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 777-300ER AIRCRAFT
This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other
requirements applicable to the Aircraft.
1. Supplier Selection.
1.1 Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE items by the
following dates:
Galley System
|
[*] | |
Galley Inserts
|
[*] | |
Seats (Suites)
|
[*] | |
Seats (F/C, B/C, Premium E/C)
|
[*] | |
Seats (Economy class)
|
[*] | |
Overhead & Audio System
|
[*] | |
In-Seat Video System
|
[*] | |
Miscellaneous Emergency Equipment
|
[*] |
[*]
1.2 Buyer Furnished Equipment (BFE) Constraints. Customer will select and notify
Boeing of the suppliers and part numbers of the BFE items in the timeframes identified in the table
below. Additionally, 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
below, Customer will be restricted to previously integrated seat and in-flight entertainment (IFE)
combinations (including monitor sizes). Previously integrated means previously integrated on the
777 program and may restrict some layout of passenger aircraft (LOPA) combinations. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-BFE1 | BFE1 Page 2 |
BOEING PROPRIETARY
Program | Vender Selection Lead-times | |
Suites
|
[*] | |
Business Class POD Seats
|
[*] | |
Premium Economy Class Seats
|
[*] | |
Economy Class Seats
|
[*] | |
Galley and Galley Inserts
|
[*] | |
In Flight Entertainment
|
[*] |
[*]
2. On-dock Dates and Other Information.
On or before [*], 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:
Preliminary On-Dock Dates | ||||
[*] | [*] | |||
Item | Aircraft | Aircraft | ||
Seats
|
[*] | [*] | ||
Galleys/Furnishings
|
[*] | [*] | ||
Antennas & Mounting Equipment
|
[*] | [*] | ||
Avionics
|
[*] | [*] | ||
Cabin Systems Equipment
|
[*] | [*] | ||
Miscellaneous Emergency Equipment
|
[*] | [*] | ||
Textiles/Raw Material
|
[*] | [*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-BFE1 | BFE1 Page 3 |
BOEING PROPRIETARY
Preliminary On-Dock Dates | ||||
[*] | [*] | |||
Item | Aircraft | Aircraft | ||
Seats
|
[*] | [*] | ||
Galleys/Furnishings
|
[*] | [*] | ||
Antennas & Mounting Equipment
|
[*] | [*] | ||
Avionics
|
[*] | [*] | ||
Cabin Systems Equipment
|
[*] | [*] | ||
Miscellaneous Emergency Equipment
|
[*] | [*] | ||
Textiles/Raw Material
|
[*] | [*] |
Preliminary On-Dock Dates | ||||
[*] | ||||
Item | Aircraft | |||
Seats
|
[*] | |||
Galleys/Furnishings
|
[*] | |||
Antennas & Mounting Equipment
|
[*] | |||
Avionics
|
[*] | |||
Cabin Systems Equipment
|
[*] | |||
Miscellaneous Emergency Equipment
|
[*] | |||
Textiles/Raw Material
|
[*] |
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 Customers BFE shipments comply with U.S. Customs Service regulations. In the event
Customer requests Boeing, in writing, to act as importer of record for Customers 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.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-BFE1 | BFE1 Page 4 |
BOEING PROPRIETARY
http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html
LSQ-PA-03658-BFE1 | BFE1 Page 5 |
BOEING PROPRIETARY
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
Supplemental Exhibit CS1-1
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
LSQ-PA-03658-CS1-1 | CS1-1 Page 1 |
BOEING PROPRIETARY
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 777-300ER AIRCRAFT
Customer and Boeing will conduct planning conferences approximately twelve (12) months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a
customized Customer Support Program to be furnished by Boeing in support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to the entitlements
summarized below.
1. Maintenance Training.
1.1 Airplane General Familiarization Course; two (2) classes of twenty-four (24) students;
1.2 Mechanical/Electrical Systems Course (Instructor); one (1) class of fifteen (15) students;
1.3 Avionics Systems Course (Instructor); one (1) class of fifteen (15) students;
1.4 Mechanical/Electrical Systems Course (Line and Base); two (2) classes of fifteen (15)
students;
1.5 Avionics Systems Course (Line and Base); one (1) class of fifteen (15) students;
1.6 Engine Run-Up Course; two (2) classes of three (3) students;
1.7 Corrosion Prevention & Control Course; one (1) class of ten (10) students;
1.8 Aircraft Rigging Course; one (1) class of six (6) students;
1.9 Composite Repair for Technicians; one (1) class of eight (8) students;
1.10 Digital Data Familiarization Course; one (1) class of fifteen (15) students;
1.11 Cabin Management System (CMS) Configuration Database Generator (CDG) Familiarization
Course; one (1) class of six (6) students;
1.12 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeings training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for
use in Customers own training program.
LSQ-PA-03658-CS1-1 | CS1-1 Page 2 |
BOEING PROPRIETARY
2. Flight Training.
2.1 Transition training for six (6) flight crews (12 pilots) (1 Aircraft); OR Transition
training for eight (8) flight crews (16 pilots) (≥2 Aircraft). The training will consist of ground
school (utilizing computer based training), fixed base simulator, full flight simulator and actual
aircraft training on Customers Aircraft.
2.2 Flight Dispatcher training; one (1) class of six (6) students (1 Aircraft); OR Flight
Dispatcher training; two (2) classes of six (6) students (≥2 Aircraft);.
2.3 Flight Attendant training; one (1) class of twelve (12) students (1 Aircraft); OR Flight
Attendant training; two (2) classes of twelve (12) students (≥2 Aircraft);
2.4 Performance Engineer training in Boeings regularly scheduled courses; schedules are
published twice yearly.
2.5 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeings training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video programs, Flight Attendant Manuals,
etc. will be provided for use in Customers own training program.
2.6 Additional Flight Operations Services:
(i) | Boeing flight crew personnel to assist in ferrying the first aircraft to Customers main base; | ||
(ii) | Instructor pilots for sixty (60) calendar days for revenue service training assistance (1 Aircraft); OR Instructor pilots for ninety (90) calendar days for revenue service training assistance (≥2 Aircraft); | ||
(iii) | An instructor pilot to visit Customer six (6) months after revenue service training to review Customers flight crew operations for a two (2) week period. |
3. Planning Assistance.
3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA
seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:
3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1)
on-site visit to Customers main base to assist with maintenance program development and to provide
consulting related to maintenance planning. Consultation with Customer will be based on ground
rules and requirements information provided in advance by Customer.
LSQ-PA-03658-CS1-1 | CS1-1 Page 3 |
BOEING PROPRIETARY
3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one (1)
on site visit to Customers main base to assist with the development of their ETOPS maintenance
program and to provide consultation related to ETOPS maintenance planning. Consultation with
Customer will be based on ground rules and requirements information provided in advance by
Customer.
3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide one (1) on-site
visit to Customers main base to provide consulting and data for ground support equipment,
maintenance tooling and requirements for maintenance shops. Consultation with Customer will be
based on ground rules and requirements information provided in advance by Customer.
3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1)
on-site visit to Customers main base to evaluate Customers maintenance and engineering
organization for conformance with industry best practices. The result of which will be documented
by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a
copy of the maintenance engineering evaluation presentation. Consultation with Customer will be
based on ground rules and requirements information provided in advance by Customer.
3.2 Spares.
(i) | Recommended Spares Parts List (RSPL). A customized RSPL, data and documents will be provided to identify spare parts required for Customers support program. | ||
(ii) | Illustrated Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided. | ||
(iii) | Provisioning Training. Provisioning training will be provided for Customers personnel at Boeings facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Boeing RSPL. | ||
(iv) | Spares Provisioning Conference. A provisioning conference will be conducted, normally at Boeings facilities where technical data and personnel are available. |
4. | Technical Data and Documents. |
4.1 | Flight Operations. |
||
Airplane Flight Manual Operations Manual Quick Reference Handbook Weight and Balance Manual Chapter 1 |
LSQ-PA-03658-CS1-1 | CS1-1 Page 4 |
BOEING PROPRIETARY
Dispatch Deviation Procedures Guide Flight Crew Training Manual Performance Engineers Manual Jet Transport Performance Methods FMC Supplemental Data Document Operational Performance Software Baggage/Cargo Loading Manual ETOPS Guide Vol. III Flight Planning and Performance Manual Flight Attendant Manual |
4.2 | Maintenance. | ||
Maintenance Manual Wiring Diagram Manual Systems Schematics Manual Fuel Measuring Stick Manual Structural Repair Manual Component Maintenance Manual Standard Overhaul Practices Manual Standard Wiring Practices Manual Non-Destructive Test Manual Service Bulletins and Index Fault Isolation Manual Fault Reporting Manual Power Plant Buildup Manual (except Rolls Royce) Significant Service Item Summary All Operators Letters Service Letters Structural Item Interim Advisory Combined Index Maintenance Tips Configuration Data Base Generator User Guide Production Management Data Base Baggage/Cargo Loading Manual |
|||
4.3 | Maintenance Planning. | ||
Maintenance Planning Data Document Maintenance Task Cards and Index Maintenance Inspection Intervals Report ETOPS Guide Vol. II Configuration Maintenance and Procedures for Extended Range Operations |
LSQ-PA-03658-CS1-1 | CS1-1 Page 5 |
BOEING PROPRIETARY
4.4 | Spares. | ||
Illustrated Parts Catalog Standards Books |
|||
4.5 | Facilities and Equipment Planning. | ||
Facilities and Equipment Planning Document Special Tool & Ground Handling Equipment Drawings & Index Supplementary Tooling Documentation Illustrated Tool and Equipment List/Manual Aircraft Recovery Document Airplane Characteristics for Airport Planning Document Airplane Rescue and Fire Fighting Document Engine Handling Document ETOPS Guide Vol. I |
|||
4.6 | Supplier Technical Data. | ||
Service Bulletins Ground Support Equipment Data Spare Parts Pricing Catalog Publications Index Product Support Supplier Directory Assembly Drawings Supplier Overhaul Manual / Component Maintenance Manual Index Supplier Product Support and Assurance Agreement Vol. I & II |
LSQ-PA-03658-CS1-1 | CS1-1 Page 6 |
BOEING PROPRIETARY
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
Supplemental Exhibit CS1-2
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
LSQ-PA-03658-CS1-2 | CS1-2 Page 1 |
BOEING PROPRIETARY
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 777-300ER AIRCRAFT
Customer and Boeing will conduct planning conferences approximately twelve (12) months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a
customized Customer Support Program to be furnished by Boeing in support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to the entitlements
summarized below.
1. Maintenance Training.
1.1 Maintenance Training Differences Course covering operational, structural or systems
differences between Customers newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer; one (1) class of fifteen (15) students;
1.2 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeings training program, including visual aids, text and graphics will be
provided for use in Customers own training program.
2. Flight Training.
2.1 Boeing will provide, if required, one classroom course to acquaint up to eight (8)
students (four (4) flight crews) with operational, systems and performance differences between
Customers newly purchased Aircraft and an aircraft of the same model currently operated by
Customer. Such classroom course includes a simulator session for the four (4) flight crews.
2.2 Performance Engineer Training in Boeings regularly scheduled courses; course schedules
are published twice yearly.
2.3 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeings training program, including Computer Based Training Courseware,
lesson files on CD-ROM discs, instrument panel wall charts and video programs will be provided for
use in Customers own training program.
3. Planning Assistance.
3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA
seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:
3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1)
on-site visit to Customers main base to assist with maintenance
LSQ-PA-03658-CS1-2 | CS1-2 Page 2 |
BOEING PROPRIETARY
program development and to provide consulting related to maintenance planning. Consultation
with Customer will be based on ground rules and requirements information provided in advance by
Customer.
3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one
(1) on site visit to Customers main base to assist with the development of their ETOPS maintenance
program and to provide consultation related to ETOPS maintenance planning. Consultation with
Customer will be based on ground rules and requirements information provided in advance by the
Customer.
3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide consulting and
data for ground support equipment, maintenance tooling and requirements for maintenance shops.
Consultation with Customer will be based on ground rules and requirements information provided in
advance by Customer.
3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1)
on-site visit to Customers main base to evaluate Customers maintenance and engineering
organization for conformance with industry best practices. The result of which will be documented
by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a
copy of the maintenance engineering evaluation presentation. Consultation with Customer will be
based on ground rules and requirements information provided in advance by Customer.
3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares
Parts List (RSPL) and Illustrated Parts Catalog (IPC).
4. Technical Data and Documents.
The following will be provided in mutually agreed to formats and quantities. Alternatively,
as appropriate, Boeing will revise technical data and documents provided with previously delivered
aircraft.
4.1 | Flight Operations. | ||
Airplane Flight Manual Operations Manual Quick Reference Handbook Weight and Balance Manual Chapter 1 Dispatch Deviation Procedures Guide Flight Crew Training Manual Performance Engineers Manual Jet Transport Performance Methods FMC Supplemental Data Document Operational Performance Software ETOPS Guide Vol. III |
LSQ-PA-03658-CS1-2 | CS1-2 Page 3 |
BOEING PROPRIETARY
4.2 | Maintenance. | ||
Aircraft Maintenance Manual Wiring Diagram Manual Systems Schematics Manual Structural Repair Manual Overhaul/Component Maintenance Manual Standard Overhaul Practices Manual Standard Wiring Practices Manual Non-Destructive Test Manual Service Bulletins and Index Baggage/Cargo Loading Manual Fault Isolation Manual Fault Reporting Manual Fuel Measuring Stick Calibration Document Power Plant Buildup Manual All Operator Letters Service Letters Maintenance Tips Combined Index |
|||
4.3 | Maintenance Planning. | ||
Maintenance Planning Data Document Maintenance Task Cards and Index Maintenance Inspection Intervals Report |
|||
4.4 | Spares. | ||
Illustrated Parts Catalog Standards Books |
|||
4.5 | Facilities and Equipment Planning. | ||
Facilities and Equipment Planning Document Special Tool & Ground Handling Equipment Drawings and Index Supplementary Tooling Documentation Illustrated Tool and Equipment List/Manual Aircraft Recovery Document Airplane Characteristics for Airport Planning Document Airplane Rescue and Fire Fighting Document Engine Handling Document Configuration, Maintenance & Procedures for ETOPS ETOPS Guide Vols. I and II |
LSQ-PA-03658-CS1-2 | CS1-2 Page 4 |
BOEING PROPRIETARY
4.6 | Supplier Technical Data. | ||
Service Bulletins Ground Support Equipment Data Spare Parts Pricing Catalog Publications Index Product Support Supplier Directory Assembly Drawings Supplier Overhaul Manual / Component Maintenance Manual Index Supplier Product Support and Assurance Agreement Vol. I & II |
LSQ-PA-03658-CS1-2 | CS1-2 Page 5 |
BOEING PROPRIETARY
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
Supplemental Exhibit CS1-3
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
LSQ-PA-03658-CS1-3 | CS1-3 Page 1 |
BOEING PROPRIETARY
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 777-300ER AIRCRAFT
Customer currently operates an aircraft of the same model as the Aircraft. Upon Customers
request, Boeing will develop and schedule a customized Customer Support Program to be furnished in
support of the Aircraft. The customized program will be based upon and equivalent to the
entitlements summarized below.
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if required, covering operational,
structural or systems differences between Customers newly-purchased Aircraft and an aircraft of
the same model currently operated by Customer; one (1) class of fifteen (15) students;
1.2 Training materials, if applicable, will be provided to each student. In addition, one set
of training materials as used in Boeings training program, including visual aids, text and
graphics will be provided for use in Customers own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up to fifteen (15) students
with operational, systems and performance differences between Customers newly-purchased Aircraft
and an aircraft of the same model currently operated by Customer.
Any training materials used in Flight Training, if required, will be provided for use in
Customers own training program.
3. Planning Assistance.
3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA
seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:
3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide assistance
in identifying the impact to Customers maintenance program resulting from minor model differences
between the Aircraft and an aircraft of the same model currently operated by the Customer.
3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide
assistance in identifying the impact to Customers ETOPS maintenance program resulting from minor
model differences between the Aircraft and an aircraft of the same model currently operated by the
Customer.
LSQ-PA-03658-CS1-3 | CS1-3 Page 2 |
BOEING PROPRIETARY
3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to
Customer in identifying the impact to Customers maintenance tools and ground support equipment
resulting from the minor model differences between the Aircraft and an aircraft of the same model
currently operated by Customer.
3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares
Parts List (RSPL) and Illustrated Parts Catalog (IPC).
4. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents provided with previously
delivered aircraft.
LSQ-PA-03658-CS1-3
|
CS1-3 Page 3 |
BOEING PROPRIETARY
[*],
ENGINE WARRANTY AND PATENT INDEMNITY
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
Supplemental Exhibit EE1
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-EE1 | EE1 Page 1 |
BOEING PROPRIETARY
[*]
ENGINE WARRANTY AND PATENT INDEMNITY
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 777-300ER AIRCRAFT
1. [*]
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
Boeing has obtained from General Electric Company (GE) GEs guarantee that GE will extend
directly to Customer GEs warranty, special guarantees and product support services (hereinafter
collectively referred to as Warranty); subject, however, to Customers acceptance of the conditions
set forth in the Warranty.
In consideration for Boeings having obtained GEs guarantee to provide the Warranty directly
to the Customer, Customer hereby releases and discharges Boeing from any and all claims,
obligations and liabilities whatsoever arising out of the purchase or use of such Engines and
Customer hereby waives, releases and renounces all its rights in all such claims, obligations and
liabilities. THE WARRANTY GE EXTENDS DIRECTLY TO CUSTOMER IS EXCLUSIVE, AND IS IN LIEU OF ALL
OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR
MERCHANTABILITY.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-EE1 | EE1 Page 2 |
BOEING PROPRIETARY
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AIR LEASE CORPORATION
Supplemental Exhibit SLP1
to Purchase Agreement Number PA-03658
to Purchase Agreement Number PA-03658
LSQ-PA-03658-SLP1 | SLP1 Page 1 |
BOEING PROPRIETARY
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 777-300ER AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate
to Part 3, Boeing Service Life Policy of Exhibit C, Product
Assurance Document to the AGTA and is a part of Purchase Agreement
No. PA-03658.
1.Wing. |
(i) | Upper and lower wing skins and stiffeners between the forward and rear wing spars. | ||
(ii) | Wing spar webs, chords and stiffeners. | ||
(iii) | Inspar wing ribs. | ||
(iv) | Inspar splice plates and fittings. | ||
(v) | Main landing gear support structure. | ||
(vi) | Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams. | ||
(vii) | Wing-to-body structural attachments. | ||
(viii) | Engine strut support fittings attached directly to wing primary structure. | ||
(ix) | Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps. | ||
(x) | Leading edge device and trailing edge flap support system. | ||
(xi) | Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure. |
2.Body. |
(i) | External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and |
LSQ-PA-03658-SLP1 | SLP1 Page 2 |
BOEING PROPRIETARY
the vertical stabilizer rear spar bulkhead and structural support and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. | |||
(ii) | Window and windshield structure but excluding the windows and windshields. | ||
(iii) | Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals. | ||
(iv) | Nose wheel well structure, including the wheel well walls, pressure deck, forward and aft bulkheads, and the gear support structure. | ||
(v) | Main gear wheel well structure including pressure deck, bulkheads and landing gear beam support structure. | ||
(vi) | Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks. | ||
(vii) | Forward and aft pressure bulkheads. | ||
(viii) | Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead, including splices. | ||
(ix) | Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. | ||
(x) | Support structure in the body for the stabilizer pivot and stabilizer screw. |
3.Vertical Stabilizer. |
(i) | External skins between front and rear spars. |
LSQ-PA-03658-SLP1 | SLP1 Page 3 |
BOEING PROPRIETARY
(ii) | Front and rear spars including stiffeners. | ||
(iii) | Attachment fittings between vertical stabilizer and body. | ||
(iv) | Inspar ribs. | ||
(v) | Rudder hinges and supporting ribs, excluding bearings. | ||
(vi) | Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators. | ||
(vii) | Rudder internal, fixed attachment and actuator support structure. |
4. Horizontal Stabilizer. |
(i) | External skins between front and rear spars. | ||
(ii) | Front and rear spars including splices and stiffeners. | ||
(iii) | Inspar ribs. | ||
(iv) | Stabilizer splice fittings and pivot and screw support structure. | ||
(v) | Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators. | ||
(vi) | Elevator internal, fixed attachment and actuator support structure. | ||
(vii) | Elevator hinges and supporting ribs, excluding bearings. |
5. Engine Strut. |
(i) | Strut external surface skin and doublers and stiffeners. | ||
(ii) | Internal strut chords, frames and bulkheads. | ||
(iii) | Strut to wing fittings and diagonal brace. | ||
(iv) | Engine mount support fittings attached directly to strut structure. |
LSQ-PA-03658-SLP1 | SLP1 Page 4 |
BOEING PROPRIETARY
(v) | For Aircraft equipped with General Electric engines, the engine-mounted support fittings. |
6. Main Landing Gear. |
(i) | Outer cylinder. | ||
(ii) | Inner cylinder. | ||
(iii) | Upper and lower side strut, including spindles and universals. | ||
(iv) | Upper and lower drag strut, including spindles and universals. | ||
(v) | Orifice support tube. | ||
(vi) | Downlock links including spindles and universals. | ||
(vii) | Torsion links. | ||
(viii) | Bogie beam. | ||
(ix) | Axles. | ||
(x) | Steering crank arm. | ||
(xi) | Steering rod. |
7. Nose Landing Gear. |
(i) | Outer cylinder. | ||
(ii) | Inner cylinder, including axles. | ||
(iii) | Orifice support tube. | ||
(iv) | Upper and lower drag strut, including lock links. | ||
(v) | Steering plates and steering collar. | ||
(vi) | Torsion links. | ||
(vii) | Actuator support beam and hanger. |
NOTE:
The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching mechanisms used in
or on the SLP Components.
LSQ-PA-03658-SLP1 | SLP1 Page 5 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03659-LA-1104674
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
[*] | |
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) 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. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104674 [*] |
LA Page 1 |
BOEING PROPRIETARY
3. [*]
4. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104674 [*] |
LA Page 2 |
BOEING PROPRIETARY
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 Customers taking
title to the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator and
cannot be assigned in whole or, in part, except as assigned in the assignment of partial rights
pursuant to Letter Agreement LSQ-PA-03658-LA-1104684, Leasing Matters.
7. 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 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.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104674 [*] |
LA Page 3 |
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this Date: August 5, 2011 |
||||
AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104674 [*] |
LA Page 4 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104675
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
Other 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) 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. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104675 Other Matters |
LA Page 1 |
BOEING PROPRIETARY
3. Documents.
Approximately twelve (12) months prior to delivery of the first
Aircraft, Customer and Boeing will conduct a document conference. At that
time, Boeing and Customer will complete a document worksheet whereby Customer
may specify which documents Customer would like to receive and select the
applicable format. Delivery of documents in any format may be deferred upon
Customers request.
4. Service Bulletin Listing.
Boeing agrees to provide Customer with a service bulletin listing
applicable for the Aircraft. Boeing will provide [*] service
bulletin lists in total per year. Such commitment to provide the Service
Bulletin Lists per year expires [*] years after delivery of the last Aircraft
under the Purchase Agreement. [*]
5. Subsequent Lessee Data.
5.1 Boeing agrees to provide the documents listed below to subsequent
lessees (Subsequent Lessee or Subsequent Lessees) of Aircraft purchased by
Customer under the Purchase Agreement, so long as Customer still owns the
Aircraft and the Aircraft reside in the Customers suite of manuals.
Electronic access and one CD backup copy will be provided to the Subsequent
Lessee. For Subsequent Lessees without an electronic access account, only the
one CD backup copy will be provided. Documents will be provided with revision
service for as long as the Subsequent Lessee operates the Aircraft, with the
exception of the Illustrated Parts Catalog, which will only be ordered and
provided with revision service until two revisions after the last Aircraft
under the Purchase Agreement is delivered.
Maintenance Data
Aircraft Maintenance Manual
Baggage/Cargo Loading Manual
Fault Isolation Manual
Fault Reporting Manual
Illustrated Parts Catalog, Maintenance
Maintenance Planning Data Document
Maintenance Task Cards & Index
Power Plant Buildup Manual
Structural Repair Manual
Aircraft Maintenance Manual
Baggage/Cargo Loading Manual
Fault Isolation Manual
Fault Reporting Manual
Illustrated Parts Catalog, Maintenance
Maintenance Planning Data Document
Maintenance Task Cards & Index
Power Plant Buildup Manual
Structural Repair Manual
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104675 Other Matters |
LA Page 2 |
BOEING PROPRIETARY
System Schematics Manual
Wiring Diagram Manual
Wiring Diagram Manual
Flight Data
Airplane Flight Manual
Airplane Rescue and Fire Fighting Document
Airplane Characteristics for Airport Planning
Dispatch Deviation Guide
Flight Crew Training Manual
Flight Crew Operations Manual & Quick Reference Handbook (non customized)
Operations Manual Bulletins, Technical Bulletins and Flight Operations Reviews
Performance Engineers Manual (upon request, one hardcopy will be provided with no revision service)
Weight and Balance Manual, Chapter 1
Airplane Flight Manual
Airplane Rescue and Fire Fighting Document
Airplane Characteristics for Airport Planning
Dispatch Deviation Guide
Flight Crew Training Manual
Flight Crew Operations Manual & Quick Reference Handbook (non customized)
Operations Manual Bulletins, Technical Bulletins and Flight Operations Reviews
Performance Engineers Manual (upon request, one hardcopy will be provided with no revision service)
Weight and Balance Manual, Chapter 1
5.2 Such consideration as described by this paragraph 5 is not
assignable upon sale of the Aircraft, except when such Aircraft is sold by
Customer to a related entity in which the parent has majority ownership
interest in.
6. Exhibit B, Article 1.2.2, Certificate of Sanitary Construction.
At time of delivery of the Aircraft, Boeing agrees to use reasonable
efforts to obtain a Certificate of Sanitary Construction for Customers non
U.S. registered aircraft. It is understood by Customer that the Certificate of
Sanitary Construction is issued by the U.S. public health service and Boeing
may not be able to obtain a certificate if the U.S. health service is not
willing to provide for a non-U.S. registered aircraft.
7. 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 Customers taking title to the Aircraft at the
time of delivery and leasing the Aircraft and cannot be assigned in whole or,
in part.
8. 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
LSQ-PA-03658-LA-1104675 Other Matters |
LA Page 3 |
BOEING PROPRIETARY
they are not to
disclose its contents to any other person or entity (other than those to whom
disclosure is permitted by this paragraph 8, 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 8. Customer shall be fully responsible to Boeing for compliance
with such obligations.
Very truly yours, THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this Date: August 5, 2011 AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
LSQ-PA-03658-LA-1104675 Other Matters |
LA Page 4 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104676
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
[*] | |
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 amends the Purchase Agreement. All terms used but
not defined in this Letter Agreement have the same meaning as in the Purchase
Agreement.
1. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104676 [*] |
LA Page 1 |
BOEING PROPRIETARY
2. [*]
3. [*]
4. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-1104676 [*] |
LA Page 2 |
BOEING PROPRIETARY
5. [*]
6. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-1104676 [*] |
LA Page 3 |
BOEING PROPRIETARY
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, THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this Date: August 5, 2011 AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-1104676 [*] |
LA Page 4 |
BOEING PROPRIETARY
The Boeing Company | ||
P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104677
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
Open Configuration 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) 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. Aircraft Configuration.
1.1 Initial Configuration. The initial configuration of Customers Model 777-300ER
Aircraft has been defined by Boeing Model 777-300ER basic specification D019W005 Rev G dated
December 11, 2009 described in Article 1 and Exhibit A of the Purchase Agreement. Final
configuration of the Aircraft will be completed as described in this Letter Agreement.
1.2 Final Configuration Schedule. Customer and Boeing hereby agree to complete the
configuration of the Aircraft using the then-current Boeing configuration documentation (Final
Configuration) in accordance with the following schedule:
1.2.1 No later than [*] prior to the first Aircrafts scheduled delivery
month, Boeing and Customer will discuss potential optional features.
1.2.2 Within thirty (30) days after that meeting, Boeing will provide Customer with a proposal
for those optional features that can be incorporated into the Aircraft during production.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104677 | ||
Open Configuration Matters | LA Page 1 |
BOEING PROPRIETARY
2. Amendment of the Purchase Agreement. Within thirty (30) calendar days following Final
Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which
will reflect the following:
2.1 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.
2.2 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 1.2 above
(Customer Configuration Changes);
2.3 Revisions to the Performance Guarantees to reflect the effects, if any, on Aircraft
performance resulting from the incorporation of the Customer Configuration Changes;
2.4 Changes to the Optional Features Prices, Aircraft Basic Price and Advance Payment Base
Price of the 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
2.5 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.
3. 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:
3.1 Software. Additional provisions relating to software.
3.2 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.
3.3 In-Flight Entertainment (IFE) and Cabin Communication Systems (CSS). Provisions
relating to the terms under which Boeing may offer to install IFE and CSS in the Aircraft.
LSQ-PA-03658-LA-1104677 | ||
Open Configuration Matters | LA Page 2 |
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this
Date: August 5, 2011
AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its | President & COO | |||
LSQ-PA-03658-LA-1104677 | ||
Open Configuration Matters | LA Page 3 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104678
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
AGTA 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) 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 and the Aircraft General Terms Agreement LSQ-AGTA between Boeing and Customer dated
September 30, 2010 (AGTA).
1. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 1 |
BOEING PROPRIETARY
2. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 2 |
BOEING PROPRIETARY
3. [*]
4. [*]
5. [*]
6. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 3 |
BOEING PROPRIETARY
7. [*]
8. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 4 |
BOEING PROPRIETARY
[*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 5 |
BOEING PROPRIETARY
9. [*]
10. [*]
11. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 6 |
BOEING PROPRIETARY
[*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 7 |
BOEING PROPRIETARY
12. [*]
13. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 8 |
BOEING PROPRIETARY
14. [*]
15. 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 Customers taking
title to the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator 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. |
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 9 |
BOEING PROPRIETARY
16. 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 will 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 16) 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 16. Customer shall be fully responsible to
Boeing for compliance with such obligations.
Very truly yours, THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this Date: August 5, 2011 AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
LSQ-PA-03658-LA-1104678 AGTA Matters |
LA Page 10 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104679
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
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) 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 LSQ-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 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 in the table below (Alternative Fixed Advance Payment Schedule).
1.2 Alternative Fixed Advance Payment Schedule.
[*] | [*] | |
[*] | [*] | |
[*] | [*] | |
[*] | [*] | |
[*] | [*] | |
[*] | [*] | |
[*] | [*] | |
[*] | [*] | |
[*] | [*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104679 | ||
Advance Payment Matters | Page 1 |
BOEING PROPRIETARY
1.3 [*]
2. [*]
3. 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 3, 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 3. 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. |
LSQ-PA-03658-LA-1104679 | ||
Advance Payment Matters | Page 2 |
BOEING PROPRIETARY
4. 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 Customers taking
title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in
whole or, in part.
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,
THE BOEING COMPANY | ||||
By | /s/ Katherine B. Gunal
|
|||
Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this | ||||
Date: August 5, 2011 | ||||
AIR LEASE CORPORATION | ||||
By
|
/s/ John L. Plueger
|
|||
Its | President & COO |
LSQ-PA-03658-LA-1104679 | ||
Advance Payment Matters | Page 3 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104680
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
[*] | |
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) 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 terms of this Letter Agreement will prevail in the event of any conflict between this
Letter Agreement and any provision in the Purchase Agreement.
1. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104680 | ||
[*] | Page 1 |
BOEING PROPRIETARY
2. [*]
3. Assignment.
This Letter Agreement is provided as an accommodation to Customer in consideration of its
relationship with Boeing, and cannot be assigned in whole or in part.
4. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential
business information 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 purposes of helping
Customer perform 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. |
LSQ-PA-03658-LA-1104680 | ||
[*] | Page 2 |
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY | ||||
By
|
/s/ Katherine B. Gunal
|
|||
Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this | ||||
Date: August 5, 2011 | ||||
AIR LEASE CORPORATION | ||||
By |
/s/ John L. Plueger
|
|||
Its President & COO |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104680 | ||
[*] | Page 3 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104681
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
Demonstration Flight Waiver | |
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) 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. Definition of Terms:
Correction Costs: Customers direct labor costs and the cost of any material required to correct a
Flight Discrepancy where direct labor costs are equal to the Warranty Labor Rate in effect between
the parties at the time such labor is expended.
Flight Discrepancy: A failure or malfunction of an Aircraft, or the accessories, equipment or
parts installed on the Aircraft which results from a defect in the Aircraft, Boeing Product, engine
or Supplier Product or a nonconformance to the Detail Specification for the Aircraft.
The AGTA provides that each aircraft will be test flown prior to delivery for the purpose of
demonstrating the functioning of such Aircraft and its equipment to Customer; however, Customer may
elect to waive this test flight. For each test flight waived, Boeing agrees to provide Customer
[*].
Further, Boeing agrees to reimburse Customer for any Correction Costs incurred as a result of
the discovery of a Flight Discrepancy during the first flight of the aircraft by Customer following
delivery to the extent such Correction Costs are not covered under a warranty provided by Boeing,
the engine manufacturer or any of Boeings suppliers.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104681 | ||
Demonstration Flight Waiver | Page 1 |
BOEING PROPRIETARY
Should a Flight Discrepancy be detected by Customer which requires the return of the Aircraft
to Boeings facilities at Seattle, Washington, so that Boeing may correct such Flight Discrepancy,
Boeing and Customer agree that title to and risk of loss of such Aircraft will remain with
Customer. In addition, it is agreed that Boeing will have responsibility for the Aircraft while it
is on the ground at Boeings facilities in Seattle, Washington, as is chargeable by law to a bailee
for mutual benefit, but Boeing shall not be liable for loss of use.
To be reimbursed for Correction Costs, Customer shall submit a written itemized statement
describing any flight discrepancies and indicating the Correction Cost incurred by Customer for
each discrepancy. This request must be submitted to Boeings Contracts Regional Director at
Renton, Washington, within [*] after the first flight by Customer.
2. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential
business information 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 purposes of helping
Customer perform 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 2) 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 2. 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. |
LSQ-PA-03658-LA-1104681 | ||
Demonstration Flight Waiver | Page 2 |
BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY | ||||
By |
/s/ Katherine B. Gunal
|
|||
Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this | ||||
Date: August 5, 2011 | ||||
AIR LEASE CORPORATION | ||||
By
|
/s/ John L. Plueger
|
|||
Its | President & COO |
LSQ-PA-03658-LA-1104681 | ||
Demonstration Flight Waiver | Page 3 |
BOEING PROPRIETARY
The Boeing Company | ||
P.O. Box 3707 | ||
Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104682
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject: | [*] |
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) 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. | Definitions. |
[*] |
Program Aircraft means each Aircraft specified in Table 1 of the Purchase Agreement as of the
date of this Letter Agreement.
2. | [*] |
3. | [*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104682
[*] | LA Page 1 |
BOEING PROPRIETARY
4. | [*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104682
[*] | Page 2 |
BOEING PROPRIETARY
5. | [*] | |
6. | [*] | |
7. | 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 Customers taking
title to the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator 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. |
LSQ-PA-03658-LA-1104682
[*] | Page 3 |
BOEING PROPRIETARY
8. | 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 8) 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 8. Customer shall be fully responsible to
Boeing for compliance with such obligations.
Very truly yours,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this
Date: August 5, 2011
AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104682
[*] | Page 4 |
BOEING PROPRIETARY
ATTACHMENT A
to Letter Agreement LSQ-PA-03658-LA-1104682
[*]
to Letter Agreement LSQ-PA-03658-LA-1104682
[*]
[*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104682
[*] | Attachment A Page 1 |
BOEING
PROPRIETARY
ATTACHMENT B
to Letter Agreement LSQ-PA-03658-LA-1104682
[*]
to Letter Agreement LSQ-PA-03658-LA-1104682
[*]
[*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104682
[*] | Attachment B Page 1 |
BOEING PROPRIETARY
[*] |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104682
[*] | Attachment B Page 2 |
BOEING PROPRIETARY
The Boeing Company | ||
P.O. Box 3707 | ||
Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104683
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject: | Special Matters relating to COTS Software and End User License Agreements |
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) 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.
Recitals
1. Certain third party, commercial off-the-shelf software products are available to perform various
functions required in the Aircraft (COTS Software).
2. The industry practice with respect to COTS Software is to permit manufacturers to install the
software in products for sale to customers. The manufacturer is required to pass to the customer
an End User License Agreement (EULA), which covers the right to use the COTS Software. The EULAs
also require each user of the product to further license the software and pass the EULA to any user
to whom he transfers the product.
3. Because of the described industry practice with respect to COTS Software, Boeing does not
acquire title to COTS Software and cannot pass title to COTS Software at the time of delivery of
the Aircraft.
4. Therefore, the parties desire to amend certain provisions of the Purchase Agreement to properly
reflect the respective rights and obligations of the parties with respect to the COTS Software
included in the Aircraft.
Agreement
1. At delivery of the Aircraft, Boeing will furnish to Customer copies of all EULAs applicable to
the Aircraft, and Customer agrees to comply with all provisions of the applicable EULAs.
LSQ-PA-03658-LA-1104683
EULA Special Matters | LA Page 1 |
BOEING PROPRIETARY
2. Notwithstanding the provisions of Article 6.3 of the AGTA, at delivery of each Aircraft, Boeing
will provide Customer a bill of sale conveying good title, free of encumbrances except as provided
in applicable EULAs.
3. In connection with any sale or other transfer of the Aircraft, Customer agrees to comply with
all provisions of the applicable EULAs, including without limitation the re-licensing of the
software to Customers transferee and the flow down within such license of the further requirement
that Customers transferee comply with and flow to other transferees the obligations of the EULA.
Very truly yours,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this
Date: August 5, 2011
AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
LSQ-PA-03658-LA-1104683
EULA Special Matters | LA Page 2 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104684
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject: | Leasing 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) 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.
It is understood that Customer intends to lease the Aircraft to a third party or parties
(Lessee or Lessees) and that such Lessees will be in the commercial airline business as an operator
of aircraft. This Letter Agreement relates to certain services that Boeing will provide to such
Lessees.
1. Lease of Aircraft Prior to Delivery.
In most cases, leases will be entered into prior to delivery of the Aircraft to be leased.
The parties understand that provisions related to lease of an Aircraft and assignment of Purchase
Agreement rights related thereto are contained in Article 9 of the AGTA.
2. Identification of Lessee(s).
2.1 At the time of execution of the Purchase Agreement, Customer has not identified Lessees to
Boeing for any of the Aircraft. Customer agrees to give Boeing written notice as soon as
reasonably practicable (preferably twenty-two (22) or more months prior to the month during which a
particular Aircraft is scheduled for delivery) of the name and address of the applicable Lessee,
the month of Aircraft delivery, the desired country of registration and the manufacturers serial
number. If a configuration for the Aircraft identified for a Lessee has not been defined by
fourteen (14) months prior to the scheduled month of delivery, then Boeing reserves the right to
implement such Aircraft into production in the Customers baseline configuration set forth in
Exhibit A to the Purchase Agreement. It is understood that identifying a Lessee within
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Page 1 |
BOEING PROPRIETARY
the preferred time frame does not assure that all desired configuration changes will be available
for the Aircraft identified for the Lessee. [*]
2.2 Promptly after such notification for other than U.S. registered aircraft, Boeing will give
Customer written notice as to whether such Aircraft can be delivered no later than its contract
delivery month and in a configuration such that an Export Certificate of Airworthiness can be
obtained for the desired country of registry requested.
2.3 In the event Boeing determines that obtaining such requested Export Certificate of
Airworthiness would result in delivery of such Aircraft later than its contract delivery month, the
Aircraft will be certified with a Standard Airworthiness Certificate and Customer will, upon tender
of delivery of the Aircraft in accordance with the Purchase Agreement, accept delivery of such
Aircraft with such Standard Airworthiness Certificate. [*]
3. Customer Support.
3.1 It is recognized by Boeing that the Lessees to be identified under paragraph 2 above may
have different requirements with regard to training, services and Materials applicable to the
Aircraft. For the purpose of this Letter Agreement, and in order to determine the applicability of
either Supplemental Exhibit CS1-1, CS1-2 or CS1-3 (and Parts thereof) to each of the Lessees, the
Customer Support categories listed below will apply. Applicability of these categories will be at
the sole discretion of Boeing and may be modified by Boeing to meet the specific circumstances of
the Lessee.
(i) | Category 1 is for a new model introduction into the Lessees fleet. The Lessee does not operate and is not scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to delivery of Customers Aircraft to the Lessee. | ||
(ii) | Category 2 is for a major sub-model differences introduction into the Lessees fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to delivery of Customers Aircraft to the Lessee and is not determined to be Category 3. |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Page 2 |
BOEING PROPRIETARY
(iii) | Category 3 is for a minor sub-model differences introduction into the Lessees fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is the same sub-model or a sub-model with minor variation from the Aircraft prior to delivery of Customers Aircraft to the Lessee. |
3.1.1 After Customer identifies the Lessee of an Aircraft to Boeing, Boeing will promptly give
written notice to Customer of the Customer Support category and which Customer Support Document
(Supplemental Exhibit CS1-1, CS1-2 or CS1-3) in the Purchase Agreement is applicable to such
Lessee. For avoidance of doubt, Boeing will be obligated to provide only one Customer Support
Document package (CS1-1, CS1-2 or CS1-3) to any Lessee.
3.1.2 Boeing will provide the training, services and Materials set forth in Supplemental
Exhibit CS1-1, CS1-2 or CS1-3 to the Purchase Agreement under the terms, conditions and provisions
thereof to Lessees in Categories 1, 2 or 3 respectively; provided, that such Lessees are the
initial Lessees of the Aircraft.
3.2 [*]
3.3 Prior to the provision of any training, services and Materials, Customer and Lessee will
enter into a partial assignment of certain rights and duties under the Purchase Agreement
containing terms and conditions based on the form of Attachment A to this Letter Agreement. Such
partial assignment will relate only to training, services and Materials, will not assign warranty
or other rights under the Purchase Agreement, which will be reserved until delivery and assigned at
that time, and will be subject to Boeings consent pursuant to the provisions of Article 9 of the
AGTA. Notwithstanding the assignment described herein, Customer acknowledges that it remains
responsible for performance of all the terms and conditions of the Purchase Agreement. In
addition, Customer will require Lessee to provide the protections described in Article 8 of the
AGTA. Customer expressly agrees that Boeings providing all or part of the training, services and
Materials prior to receipt of the insurance certificate described in Article 8 of the AGTA or other
evidence of Lessees compliance with the provisions of Article 8 of the AGTA, will not release
Customer from any obligations described herein.
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Page 3 |
BOEING PROPRIETARY
4. Spare Parts.
It is understood that the Lessee of each Aircraft will require spare parts to support
operations of the Aircraft. At the time Lessee is identified as provided in paragraph 2, above,
Customer will confirm whether Lessee has a Customer Services General Terms Agreement (CSGTA) with
Boeing, and, if not, advise Lessee of the requirement to enter into a CSGTA and spares provisioning
agreements with Boeing in a timely manner in order to provision for spare parts.
5. Schedule Requirements.
5.1 In the event of late notification by Customer of the identity of the Lessee as required by
paragraph 2 above, Boeings ability to schedule and provide the training, services and Materials
and initial provisioning of spare parts to support a Lessees operation of the Aircraft may be
subject to subcontracting of such support services to third parties or to severe curtailment of
such training, services and Material if such subcontracting is not practicable;
[*].
5.2 [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Page 4 |
BOEING PROPRIETARY
6. Assignment of Additional Rights at Delivery.
At the time of delivery by Boeing of any Aircraft to Customer and Customers re-delivery of an
Aircraft to an initial Lessee, Customer and Lessee will enter into an assignment of the remaining
rights and duties under the Purchase Agreement (including warranty rights), pursuant to the
provisions of Article 9 of the AGTA.
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, THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact |
ACCEPTED AND AGREED TO this
Date: August 5, 2011
AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Page 5 |
BOEING PROPRIETARY
ATTACHMENT A
EXPLANATION & INSTRUCTIONS:
EXPLANATION & INSTRUCTIONS:
The Partial Assignment of Rights form which follows as Attachment A must be executed prior to
the provision of the training, services and Materials described in the applicable Supplemental
Exhibit (Customer Support Document) to the Purchase Agreement. It assigns only rights described in
such document and does not assign warranty or other rights under the Purchase Agreement, which are
reserved until delivery and are assigned at that time.
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Attachment A Page 1 |
BOEING PROPRIETARY
Boeing Commercial Airplanes
P.O. Box 3707
Seattle, Washington 98124-2207
P.O. Box 3707
Seattle, Washington 98124-2207
Attention: | Vice President Contracts Mail Stop 75-38 |
|
Subject: | Partial Assignment of Rights Air Lease Corporation as Lessor and ________________________ as Lessee of Model 777-300ER Aircraft |
Gentlemen:
In connection with the lease by Air Lease Corporation (Customer) to ________________________
(Lessee) of a Boeing aircraft (more fully described below), reference is made to the following
documents:
(i) | Purchase Agreement No. PA-03658 dated as of __________, 20_____, between The Boeing Company (Boeing) and Customer, as amended and supplemented (Purchase Agreement), under which Customer purchased Boeing Model 777-300ER aircraft, including certain aircraft which have been designated for lease to Lessee (Aircraft). | ||
(ii) | Aircraft General Terms Agreement No. LSQ-AGTA dated as of September 30, 2010, between Boeing and Customer, as amended and supplemented (AGTA), which defines terms and conditions referenced in the Purchase Agreement. | ||
(iii) | + dated as of __________, 20_____ between Customer and Lessee relating to the lease of the Aircraft (Lease). |
Pursuant to the Lease, Customer has agreed to lease the Aircraft to Lessee. Included in such
Lease is the transfer to Lessee of rights to receive certain training, support and services, and
other things related to the Aircraft under the provisions of Supplemental Exhibit CS1 (Customer
Support Document) to the Purchase Agreement. In order to accomplish such transfer of such rights,
as authorized by the provisions of Article 9 of the AGTA, the parties agree as follows:
1. Lessees Agreement to be Bound.
In consideration of Boeings acknowledgment of this notice, Lessee, its successors and
permitted assigns, hereby agree to be bound by and comply with all applicable terms, conditions,
and limitations of the Purchase Agreement including,
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Attachment A Page 2 |
BOEING PROPRIETARY
without limitation, the exclusion of liability, disclaimer, and insurance provisions of the
AGTA as incorporated into the Purchase Agreement.
2. Lessees Insurance.
Boeings obligation to provide the training, services and Materials to Lessee is conditioned
on the receipt by Boeing of evidence of compliance by Lessee with the insurance requirements set
forth in Article 8.2 of the AGTA, prior to the provision of such training, services and Materials.
3. Continuing Lessor Rights and Obligations.
Customer reserves to itself all rights, claims and interests it may have under the Purchase
Agreement not expressly assigned to Lessee hereunder and Customer acknowledges that it remains
responsible to perform all of the terms and conditions of the Purchase Agreement, including without
limitation responsibility (i) for any payments due Boeing with respect to the Aircraft under
Article 3 (Price) and Article 4 (Payment) of the Purchase Agreement and any Spare Parts or Leased
Parts for the Aircraft ordered by Customer under Customers CSGTA, and (ii) for the risk
protections specified in Article 8 of the AGTA.
4. Appointment of Lessee.
Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of
Customer with respect to the training, services and Materials under the Customer Support Document
to the Purchase Agreement. Such authorization will continue until Boeing will have received from
Customer written notice to the contrary addressed to Boeings Vice President Contracts, P.O. Box
3707, Seattle, Washington 98124-2207 (by courier: 1901 Oakesdale Avenue SW, Renton, WA 98055).
Until Boeing will have received such notice, Boeing will be entitled to deal exclusively and solely
with Lessee with respect to the applicable training, services and Materials and with respect to the
rights, powers, duties or obligations under the Customer Support Document to the Purchase
Agreement, and all actions taken by Lessee or agreements entered into by Lessee with respect to
such training, services and Materials during the period prior to Boeings receipt of such notice
will be final and binding upon Customer.
5. Modification, Revision or Substitution of Training, Services and Materials.
Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein
includes the authority, with Boeings agreement, to modify, revise or substitute the form, type,
and scope of the training, services and Materials offered to Lessee; provided however, that such
modification, revision or substitution does not create any additional financial obligation,
liability or indemnification by Customer to Boeing. It is further understood and agreed that the
provisions of this assignment (including but not limited to matters of exclusion of liability,
disclaimer, and insurance) will apply to the provision by Boeing of such modified, revised or
substituted training,
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Attachment A Page 3 |
BOEING PROPRIETARY
services and Materials to the same extent as if they were specifically described in the
Purchase Agreement.
6. Boeing Rights and Obligations.
Customer and Lessee confirm expressly for the benefit of Boeing that nothing in this
assignment will (i) subject Boeing to any obligation or liability to which it would not otherwise
be subject under the Purchase Agreement or limit, restrict, or change in any respect Boeings
rights, representations, warranties, indemnities or other agreements thereunder, except as
otherwise expressly provided herein, (ii) limit any rights of set-off Boeing may have under
applicable law, or (iii) require Boeing to divest itself of title to or possession of the Aircraft
until delivery thereof and payment therefore as provided in the Purchase Agreement.
7. Signing in Counterparts.
This assignment may be signed by the parties hereto in separate counterparts, each of which
when executed and delivered will be an original, but all such counterparts will together constitute
but one and the same instrument.
8. GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND EXCLUSIVE OF WASHINGTONS CONFLICTS OF LAWS
RULES.
9. Lessee Acceptance.
Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein.
We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and confirm
the transfer of rights under the Purchase Agreement as set forth above, by signing the
acknowledgment set forth below and forwarding one copy of this letter, so acknowledged, to each of
the undersigned.
IN WITNESS WHEREOF, the parties hereto have caused this Partial Assignment of Rights agreement
to be duly executed as of the dates written below.
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Attachment A Page 4 |
BOEING PROPRIETARY
Very truly yours, AIR LEASE CORPORATION |
||||
By | ||||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this
Date: 20
NAME OF LESSEE |
||||
By | ||||
Its | ||||
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Attachment A Page 5 |
BOEING PROPRIETARY
Boeing Acknowledgment
Receipt of the above letter acknowledged and transfer of rights under the Purchase Agreement
with respect to the Aircraft as described above confirmed, effective as of the date indicated
below:
THE BOEING COMPANY |
||||
By | ||||
Its Attorney-In-Fact | ||||
Date: 20 | ||||
LSQ-PA-03658-LA-1104684 | ||
Leasing Matters | Attachment A Page 6 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104685
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
Liquidated Damages Non-Excusable Delay | |
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) 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.
Definition of Terms:
Non-Excusable Delay: Delay in delivery of any Aircraft beyond the last day of the
delivery month (Scheduled Delivery) established in the Purchase Agreement by any cause that is not
an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer is otherwise entitled
to a remedy from Boeing pursuant to applicable law.
1. Liquidated Damages.
Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay in excess
of [*] (collectively the Non-Excusable Delay Payment Period) at a rate of [*] per
Aircraft (Liquidated Damages).
2. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104685 Liquidated Damages Non-Excusable Delay |
Page 1 |
BOEING PROPRIETARY
3. [*]
4. [*]
5. Exclusive Remedies.
[*] are Customers exclusive remedies for a Non-Excusable Delay and are in lieu of all other
damages, claims, and remedies of Customer arising at law or otherwise for any Non-Excusable Delay
in the Aircraft delivery. Customer hereby waives and renounces all other claims and remedies
arising at law or otherwise for any such Non-Excusable Delay.
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 Customers taking
title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators 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. |
LSQ-PA-03658-LA-1104685 Liquidated Damages Non-Excusable Delay |
Page 2 |
BOEING PROPRIETARY
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,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this Date: August 5, 2011 AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
LSQ-PA-03658-LA-1104685 Liquidated Damages Non-Excusable Delay |
Page 3 |
BOEING PROPRIETARY
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104686
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject:
|
Aircraft Performance Guarantees | |
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) 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.
Boeing agrees to provide Customer with the performance guarantees in the Attachment. These
guarantees are exclusive and expire upon delivery of the Aircraft to Customer.
1. 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 Customers taking
title to the Aircraft at the time of delivery and leasing the Aircraft and cannot be assigned in
whole or, in part.
2. Disclosure of Performance Guarantees to Lessee.
The information contained herein represents confidential business information and has value
precisely because it is not available generally or to other parties. Customer will limit the
disclosure of its contents to employees of Customer with a need to know the contents for purposes
of helping Customer perform its obligations under the Purchase Agreement and who understand they
are not to disclose its contents to any other person or entity without the prior written consent of
Boeing. Customer may, however, share the performance guarantees with a Lessee of Customer who has
entered into a letter of intent to lease from Customer the Aircraft for which the performance
guarantee applies and who has agreed not to disclose the information to others pursuant to an
appropriate confidentiality agreement.
LSQ-PA-03658-LA-1104686 Performance Guarantees |
Page 1 |
BOEING PROPRIETARY
3. 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 3), 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 3. Customer shall be fully responsible to
Boeing for compliance with such obligations.
Very truly yours,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its Attorney-In-Fact | ||||
ACCEPTED AND AGREED TO this Date: August 5, 2011 AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its President & COO | ||||
LSQ-PA-03658-LA-1104686 Performance Guarantees |
Page 2 |
BOEING PROPRIETARY
Attachment to Letter Agreement
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 1
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 1
MODEL 777-300ER PERFORMANCE GUARANTEES
FOR AIR LEASE CORPORATION
SECTION | CONTENTS | |
1
|
AIRCRAFT MODEL APPLICABILITY | |
2
|
FLIGHT PERFORMANCE | |
3
|
MANUFACTURERS EMPTY WEIGHT | |
4
|
AIRCRAFT CONFIGURATION | |
5
|
GUARANTEE CONDITIONS | |
6
|
GUARANTEE COMPLIANCE | |
7
|
EXCLUSIVE GUARANTEES |
P.A. No. 03658 AERO-B-BBA4-M11-0475 |
SS11-0278 |
BOEING PROPRIETARY
Attachment to Letter Agreement
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 2
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 2
1 | AIRCRAFT MODEL APPLICABILITY |
The guarantees contained in this Attachment (the Performance Guarantees) are applicable to the 777-300ER Aircraft equipped with Boeing furnished GE90-115BL engines. | ||
2 | FLIGHT PERFORMANCE Cruise Range |
The still air range at an initial cruise altitude of 28,000 feet on a standard day at 0.84 Mach number, starting at a gross weight of 760,000 pounds and consuming 260,000 pounds of fuel, and using not more than maximum cruise thrust (except maximum climb thrust may be used during a step climb) and using the conditions and operating rules defined below, shall not be less than the following guarantee value: |
NOMINAL: | [*] Nautical Miles | |||
TOLERANCE: | [*] Nautical Miles | |||
GUARANTEE: | [*] Nautical Miles |
Conditions and operating rules: |
A step climb or multiple step climbs of 2,000 feet altitude may be used when beneficial to minimize fuel burn. |
3 | MANUFACTURERS EMPTY WEIGHT |
The Manufacturers Empty Weight (MEW) is guaranteed not to exceed the value in Section 03-60-00 of Detail Specification TBD plus [*]. |
4 | AIRCRAFT CONFIGURATION |
4.1 | The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the |
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
P.A. No. 03658 AERO-B-BBA4-M11-0475 |
SS11-0278 |
BOEING PROPRIETARY
Attachment to Letter Agreement
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 3
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 3
Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees. |
4.2 | The Manufacturers Empty Weight guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees: |
(1) | Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement. |
(2) | The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights. |
5 | GUARANTEE CONDITIONS |
5.1 | All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. |
5.2 | The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 777-300ER Certification Basis regulations specified in the Type Certificate Data Sheet T00001SE, dated March 16, 2004. |
5.3 | In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 5.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change. |
5.4 | The cruise range guarantee includes allowances for normal power extraction and engine bleed for normal operation of the air conditioning system. Normal electrical power extraction shall be defined as not less than a 212 kilowatts total electrical load. Normal operation of the air conditioning system shall be defined as pack switches in the Auto position, the temperature control switches in the Auto position that results in a nominal cabin temperature of 75°F, and all air conditioning systems operating normally. This operation allows a maximum cabin pressure differential of 8.6 pounds per square inch at higher altitudes, with a |
P.A. No. 03658 AERO-B-BBA4-M11-0475 |
SS11-0278 |
BOEING PROPRIETARY
Attachment to Letter Agreement
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 4
No. LSQ-PA-03658-LA-1104686
GE90-115BL Engines
Page 4
nominal Aircraft cabin ventilation rate of 10,300 cubic feet per minute including passenger cabin recirculation (nominal recirculation is 50 percent). The APU is turned off unless otherwise specified. |
5.5 | The cruise range guarantee is based on an Aircraft center of gravity location of 30 percent of the mean aerodynamic chord. |
5.6 | Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of 18,580 BTU per pound. |
6 | GUARANTEE COMPLIANCE |
6.1 | Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and the guarantee conditions of Section 5. |
6.2 | Compliance with the cruise range guarantee shall be established by calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. |
6.3 | Compliance with the Manufacturers Empty Weight guarantee shall be based on information in the Weight and Balance Control and Loading Manual Aircraft Report. |
6.4 | The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees. |
6.5 | Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturers performance specification. |
7 | EXCLUSIVE GUARANTEES |
The only performance guarantees applicable to the Aircraft are those set forth in this Attachment. |
P.A. No. 03658 AERO-B-BBA4-M11-0475 |
SS11-0278 |
BOEING PROPRIETARY
The Boeing Company | ||
P.O. Box 3707 | ||
Seattle, WA 98124-2207 |
LSQ-PA-03658-LA-1104687
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Subject: | Special 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) 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 Customers purchase of five (5) Aircraft, at the
time of delivery of each such Aircraft, 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) in the amount of [*].
1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft to a
third party or parties (Lessee or Lessees) who is/are in the commercial airline business as
aircraft operator(s). As an additional consideration and incentive for entering into a lease for
the Aircraft prior to delivery of the Aircraft, in accordance with the requirements set forth in
the Purchase Agreement, Boeing will issue to Customer a leasing credit memorandum (Leasing Credit
Memorandum) in an amount of [*]. Customer will not be permitted to assign this Leasing Credit
Memorandum, in whole or in part, without the prior written consent of Boeing.
1.3 [*]
1.4 [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104687 Special Matters |
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BOEING PROPRIETARY
1.5 [*]
1.6 [*]
1.7 [*]
1.8 [*]
1.9 [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104687 Special Matters |
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BOEING PROPRIETARY
2. Escalation of Credit Memoranda.
Unless otherwise noted, the amounts of the Credit Memoranda stated in paragraphs [*] and will
be escalated to the scheduled month of the respective Aircraft delivery pursuant to the Airframe
Escalation formula set forth in the Purchase Agreement applicable to the Aircraft. The Credit
Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the
respective Aircraft 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. [*]
* | Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
LSQ-PA-03658-LA-1104687 Special Matters |
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BOEING PROPRIETARY
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 paragraph5. 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. |
LSQ-PA-03658-LA-1104687 Special Matters |
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BOEING PROPRIETARY
Very truly yours,
THE BOEING COMPANY |
||||
By | /s/ Katherine B. Gunal | |||
Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this
Date: August 5, 2011
AIR LEASE CORPORATION |
||||
By | /s/ John L. Plueger | |||
Its | President & COO | |||
LSQ-PA-03658-LA-1104687 Special Matters |
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BOEING PROPRIETARY