Exhibit








Exhibit 10.21


Execution Version




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


AMENDMENT No. 2 TO
PURCHASE AGREEMENT COM0270-15
This Amendment No. 2 COM0727-16 (the “Amendment No. 2”) dated as of November 11, 2016 is between Embraer S.A. (“Embraer”) and Aircastle Holding Corporation Limited (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0270-15 dated June 22, 2016 as amended from time to time (the “Purchase Agreement”).
All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 2 and the Purchase Agreement, this Amendment No. 2 shall control.
WHEREAS, [***];
NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:
1. CONFIGURATION CHANGES TO THE AIRCRAFT
[***]
2. ATTACHMENT CHANGE
As a result of the changes referred to in Article 1 above, the Attachment “A1” and Attachment “A2” to the Purchase Agreement are hereby deleted and replaced in their entirety by the Attachment “A1” and Attachment “A2” to this Amendment No. 2, which shall be deemed to be Attachment “A1” and Attachment “A2” for all purposes under the Purchase Agreement.
3. REINSTATEMENT OF PURCHASE AGREEMENT
All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments, which are not specifically modified by this Amendment No. 2 shall remain in full force and effect without any change.
4. COUNTERPARTS
This Amendment No. 2 may be signed by the Parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.
This Amendment No. 2 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.


[INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS]













IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 2 to be effective as of the date first written above.




	
		
	EMBRAER S.A.
	AIRCASTLE HOLDING CORPORATION LIMITED 

	



By /s/ Luis Carlos Affonso
Name: Luis Carlos Affonso
Title: Chief Operating Officer                                
        Commercial Aviation
	



By /s/ Alexander A. Green
Name: Alexander A. Green
Title: Director

	



By /s/ Adriana Sarlo
Name: Adriana Sarlo
Title: Vice President, Contracts
        Commercial Aviation




	






	Place: São José dos Campos - SP
	Place: Stamford, CT



















ATTACHMENT “A1”
E190-E2 AIRCRAFT CONFIGURATION
		
	1.
	STANDARD AIRCRAFT


The E190-E2 Aircraft shall be manufactured according to [***] which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below.
[***]


		
	2.
	OPTIONAL EQUIPMENT


The Aircraft will also be fitted with the following options selected by Buyer, [***]:


THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
[***]


		
	3.
	EXTERIOR FINISHING


The fuselage of each Aircraft shall be painted according to [***], which shall be supplied to Embraer by Buyer on or before [***] prior to [***]. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707.


		
	4.
	DEFINITION OF THE AIRCRAFT INTERIOR SPECIFICATION AND POSSIBLE CHANGES TO SUCH DEFINITION (LAYOUT, MONUMENTS AND/OR TRIM & FINISHING)


The Aircraft interior configuration in terms of layout and interior monuments shall be in accordance the LOPA presented in this Attachment “A1”. However, in case [***].
The [***] shall be [***]. All such definitions shall be included in a document named Customer Check List (“CCL”). The lead time to have this document signed by [***] shall be [***]


		
	5.
	OPTIONAL EQUIPMENT MODIFICATION


The Aircraft optional configuration in terms of optional items shall be in accordance with the options included in Article 2 of this Attachment. However, in case [***], such changes shall be [***]


		
	6.
	BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)


In case [***] the following shall [***], the [***] shall have the non standard electrical galley inserts, such as ovens, coffee makers, hot jugs and water boilers as BFE for certification purpose. Buyer shall deliver such electrical inserts, in DDP conditions (Incoterms 2010), to an integrator to be designated by Embraer. [***] the Aircraft galleys will be delivered with space provisions and the electrical galley inserts will be BIE items unless otherwise commercial and technically agreed by Buyer and Embraer.
[***], as well as any other [***], shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery thereof.

















		
	7.
	EMBRAER RIGHT TO PERFORM FOR BUYER




7.1 Buyer shall perform all the required actions defined in [***].


7.2 If Buyer fails to define the [***], Embraer at its option shall have the right to tender the Aircraft for delivery, [***]. Buyer agrees hereby that any action taken by Embraer pursuant to this Article 7.2 shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s non performance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement. Further, Embraer shall be entitled to charge Buyer for reasonable expenses incurred by Embraer in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer [***].




		
	8.
	REGISTRATION MARKS, TRANSPONDER AND ELT CODES:


The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer [***] before each relevant Aircraft Contractual Delivery Date. 
In case [***], Embraer shall be entitled to [***].


		
	9.
	EXPORT CONTROL ITEMS


The Aircraft contain certain equipment subject to export control under the United States of America law, which may require specific export control license (such as the ones equipped in the current generation of E-Jet’s, the IESI - Integrated Electronic Standby Instrument System with an embedded QRS-11 gyroscopic microchip and the IRU - Inertial Reference Unit).
Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.


IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL.


THE FOLLOWING THREE PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


[***]















ATTACHMENT “A2”
E195-E2 AIRCRAFT CONFIGURATION
		
	1.
	STANDARD AIRCRAFT


The E195-E2 Aircraft shall be manufactured according to [***], which although not attached hereto, is incorporated herein by reference, and (ii) the characteristics described in the items below.
[***]


		
	2.
	OPTIONAL EQUIPMENT


The Aircraft will also be fitted with the following options selected by Buyer, [***]:


THE REMAINDER OF THIS PAGE AND THE FOLLOWING PAGE OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


[***]


		
	3.
	EXTERIOR FINISHING


The fuselage of each Aircraft shall be painted according [***], which shall be supplied to Embraer by Buyer on or before [***] prior to such [***]. The wings and the horizontal stabilizer shall be supplied in the standard colours, i.e., grey BAC707.


		
	4.
	DEFINITION OF THE AIRCRAFT INTERIOR SPECIFICATION AND POSSIBLE CHANGES TO SUCH DEFINITION (LAYOUT, MONUMENTS AND/OR TRIM & FINISHING)


The Aircraft interior configuration in terms of layout and interior monuments shall be in accordance the LOPA presented in this Attachment “A2”. However, in case [***].
The [***] shall be [***]. All such definitions shall be included in a document named Customer Check List (“CCL”). The lead time to have this document signed [***] shall be [***]


		
	5.
	OPTIONAL EQUIPMENT MODIFICATION


The Aircraft optional configuration in terms of optional items shall be in accordance with the options included in Article 2 of this Attachment. However, in case [***], such changes shall be [***]


		
	6.
	BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE)


In case [***], the following shall [***], the [***] shall have the non standard electrical galley inserts, such as ovens, coffee makers, hot jugs and water boilers as BFE for certification purpose. Buyer shall deliver such electrical inserts, in DDP conditions (Incoterms 2010), to an integrator to be designated by Embraer. [***], the Aircraft galleys will be delivered with space provisions and the electrical galley inserts will be BIE items unless otherwise commercial and technically agreed by Buyer and Embraer.
[***], as well as any other [***], shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery thereof.















		
	7.
	EMBRAER RIGHT TO PERFORM FOR BUYER




7.1 Buyer shall perform all the required actions defined in [***].


7.2 If Buyer fails to define the [***], Embraer at its option shall have the right to tender the Aircraft for delivery, [***]. Buyer agrees hereby that any action taken by Embraer pursuant to this Article 7.2 shall not constitute a waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of any event of default which may arise out of Buyer’s non performance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement. Further, Embraer shall be entitled to charge Buyer for reasonable expenses incurred by Embraer in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer [***].


		
	8.
	REGISTRATION MARKS, TRANSPONDER AND ELT CODES:


The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer [***] before each relevant Aircraft Contractual Delivery Date. 
In case [***], Embraer shall be entitled to [***].


		
	9.
	EXPORT CONTROL ITEMS


The Aircraft contain certain equipment subject to export control under the United States of America law, which may require specific export control license (such as the ones equipped in the current generation of E-Jet’s, the IESI - Integrated Electronic Standby Instrument System with an embedded QRS-11 gyroscopic microchip and the IRU - Inertial Reference Unit).
Transfer or re-export of such items (whether or not incorporated into the Aircraft), as well as their related technology and software may require prior authorization from the US Government.


IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A2” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A2” SHALL PREVAIL.






THE FOLLOWING THREE PAGES OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.


[***]