**
**Exhibit 4.6.1**

**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IFPUBLICLY DISCLOSED. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [*****].**

**AMENDMENT N°2**

**TO THE**

**A320 NEOPURCHASE AGREEMENT DATED 24 OCTOBER 2014**

**BETWEEN**

**AIRBUS S.A.S.**

**AND**

**AZUL FINANCE LLC**

 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 1 of 8 

**CONTENTS**

 

**Clause**
  
**Title**

1.
  DEFINITIONS AND INTERPRETATION
2.
  TERMINATED AIRCRAFT
3.
  CONDITIONS PRECEDENT
4.
  MISCELLANEOUS
 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 2 of 8 

[*****] Confidential material redacted 

This amendment N°2 (hereinafter referred to as the **“Amendment N****°****2****r****’)**is entered into on 20 July, 2018, between: 

 
(1)
**AIRBUS S.A.S.,**a société par actions simplifiée, a company duly created andexisting under French law, having its registered office at 2 rond-point Emile Dewoitine, 31700 Blagnac, France (the **“Seller”);**and 

 
(2)
**AZUL FINANCE LLC,**a company incorporated and existing under the laws of the State of Delaware having itsregistered office in Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (the **“Buyer”).**

The Buyerand the Seller being together the **“Parties”**and each a **“Party”.**

**WHEREAS**

 
A.
The Buyer and the Seller entered into an A320 NEO Purchase Agreement dated October 24, 2014 for the saleby the Seller and the purchase by the Buyer of thirty-five (35) Aircraft (hereinafter together with its Exhibits, Appendices and Letter Agreements and as amended and supplemented from time to time, the **“Agreement”);**

 
B.
The Buyer and the Seller entered into an amendment N°1 (the **“Amendment N****°****1”)**to the Agreement, pursuant to which the Seller agreed to reschedule certain Predelivery Payments as set forth in such Amendment N°1; and 

 
C.
The Buyer and the Seller now wish to terminate the Agreement with respect to seventeen (17) Aircraft inorder to assist the Buyer in its financing of the Predelivery Payments relating to such Aircraft, in accordance with the terms and conditions of this Amendment N°2. 

**NOW IT IS HEREBY AGREED AS FOLLOWS:**

 
**1.**
**DEFINITIONS AND INTERPRETATION**

 
**1.1**
**Definitions**

Capitalised terms used herein (including in the recitals) and not otherwise expressly defined in this Amendment N°2 shall have the meanings assignedthereto in the Agreement. The terms “herein”, “hereof and “hereunder” and words of similar import refer to this Amendment N°2. Clause headings are for ease of reference only. 

In this Amendment N°2 (including the recitals), except where the context otherwise requires, the following words and expressions have the followingmeanings: 

**Amendment N****°****3**means the amendment N°3 to the Agreement entered into on the date hereof between the Buyer and theSeller; 

**BOCA means BOC AVIATION**[*****], a company organized and existing [*****] 

 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 3 of 8 

[*****] Confidential material redacted 

**BOCA PA Amendment N****°****38**means the amendment N°38 to the BOCA Purchase Agreemententered into or to be entered into between the Seller and BOCA in respect of the Seller’s agreement to sell, and BOCA’s agreement to purchase, the Terminated Aircraft; 

**BOCA PA Amendment N****°****39**means the amendment N°39 to the BOCA Purchase Agreement entered into or to be entered into between theSeller and BOCA in respect of the termination of the Seller’s and BOCA’s rights and obligations under the BOCA Purchase Agreement in respect of the Terminated Aircraft; 

**BOCA Purchase Agreement**means the purchase agreement dated 19 September 2010 between the Seller as seller and BOCA as buyer as amended andsupplemented from time to time; 

**Call Option Agreement**means the agreement entered into or to be entered into between the Seller, BOCA and theBuyer on or around the date of this Amendment N°2; 

**Effective Time**has the meaning set out in Clause 3; and 

**Terminated Aircraft**means the following Aircraft: 

 

**Aircraft ranking**
  
**NEO Aircraft Type**
  
**Scheduled Delivery Month**

Aircraft N°1
  A321 NEO  [*****]
Aircraft N°2
  A320 NEO  [*****]
Aircraft N°3
  A321 NEO  [*****]
Aircraft N°4
  A320 NEO  [*****]
Aircraft N°5
  A321 NEO  [*****]
Aircraft N°6
  A321 NEO  [*****]
Aircraft N°7
  A320 NEO  [*****]
Aircraft N°8
  A320 NEO  [*****]
Aircraft N°9
  A320 NEO  [*****]
Aircraft N°10
  A321 NEO  [*****]
Aircraft N°11
  A320 NEO  [*****]
Aircraft N°12
  A321 NEO  [*****]
Aircraft N°13
  A321 NEO  [*****]
Aircraft N°14
  A320 NEO  [*****]
Aircraft N°15
  A320 NEO  [*****]
Aircraft N°16
  A321 NEO  [*****]
Aircraft N°17
  A320 NEO  [*****]
 
**1.2**
**Interpretation**

The provisions of clauses 0.2 and 0.3 of the Agreement shall be incorporated by reference to this Amendment N°2, as if the same were set out in full herein*mutatis mutandis.*

*******2**********.*****TERMINATED AIRCRAFT**

 
2.1.
With effect from the Effective Time, and as contemplated by clause 3.4 of Letter Agreement N°10 to theAgreement, the Parties agree to terminate the Agreement insofar as it relates to the Terminated Aircraft only. 

 
2.2.
Save as provided in this Clause 2 and in Amendment N°3 or as otherwise agreed between the Parties pursuantto the Call Option Agreement, the Parties agree that the termination of the Agreement with respect to the Terminated Aircraft shall discharge the Parties from all of their respective rights, liabilities and obligations under the Agreement withrespect to the Terminated Aircraft. Except to the extent explicitly provided hereunder, in Amendment N°3 or in the Call Option Agreement (as applicable), the Parties hereby expressly waive, release and discharge all claims and liabilities of anykind owed between each other arising out of, under, or in any way connected with the Terminated Aircraft. 

 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 4 of 8 

[*****] Confidential material redacted 

2.3
Notwithstanding the termination of the Agreement with respect to the Terminated Aircraft and subject to thisClause 2.3, Clause 2.4 hereof and clause 3.2 of Amendment N°3 the Parties agree and acknowledge that: 

 
(i)
the Seller shall continue to [*****] set out in Clauses 15 and 16 of the Agreement and Appendix A to Clause 16of the Agreement; 

 
(ii)
[*****] pursuant to Amendment No.3 [*****] by the Seller to the Buyer with respect to the Terminated Aircraftpursuant to Letter Agreement No.4, Letter Agreement No.5A and Letter Agreement No.6 to the Agreement shall continue to be made available to the Buyer, and the terms of such Letter Agreements shall continue to apply irrespective of the terminationsset out in this Amendment or otherwise; and 

 
(iii)
the Seller shall continue [*****] the Cancellation Rights set out in clause 2 of Letter Agreement N°8,

in each case in respect of the Terminated Aircraft, as [*****] 

 
2.4
The Buyer agrees that the Seller shall [*****] pursuant to this Amendment No2. The Buyer further agrees to [*****] of the Terminated Aircraft pursuant to this Amendment No2 [*****] 

 
2.5
The Parties agree that as a result of this Amendment N°2 the Seller shall, within ten (10) Business Daysafter the Effective Time, [*****] 

 
2.6
Notwithstanding the termination of the Agreement with respect to the Terminated Aircraft, should any events orcircumstances occur whereby the Buyer is entitled to claim liquidated damages from the Seller pursuant to Clause 11 of the Agreement, the Seller shall pay such liquidated damages to the Buyer pursuant to clause 11 of the Agreement and clause 5.5 ofthe Call Option Agreement with respect to the Terminated Aircraft as if the Terminated Aircraft remained part of this Agreement and such termination had not occurred. 

[*****] 

 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 5 of 8 

[*****] Confidential material redacted 

**3    CONDITIONS PRECEDENT**

This Amendment N°2 shall become effective at the time (the **“Effective Time”)**the Seller confirms in writing to the Buyer that thefollowing conditions precedent have been met to the Seller’s reasonable satisfaction or waived or deferred, in the Seller’s absolute discretion: 

 
[*****]
[*****] 
[*****]
[*****] 
[*****]
[*****] 
[*****]
[*****] 

The Parties hereby agree that this Amendment N°2 shall terminate automatically and without any further action on [*****] if the above conditions precedenthave not been satisfied or waived or deferred by the Seller. Should such automatic termination take effect this Amendment N°2 will be void and of no force or effect. 

 
**4**
**MISCELLANEOUS**

 
**4.1**
**Effect of this Amendment N°2**

Except as otherwise provided by the terms and conditions hereof, the Agreement shall continue to be, and shall remain, in full force and effect in accordancewith its terms. 

If there is any inconsistency between the Agreement and this Amendment N°2, the latter shall prevail to the extent of suchinconsistency and any part of the Agreement not affected by any such inconsistency shall remain in full force and effect. 

This Amendment N°2(together with the Call Option Agreement and Amendment No. 3) constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes any previous understandings, commitments, or representations whatsoever, whetheroral or written, related to the subject matter of this Amendment N°2 and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties. 

 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 6 of 8 

[*****] Confidential material redacted 

**4.2**
**Confidentiality**

This Amendment N°2 is subject to the confidentiality provisions set forth in Clause 22.12 of the Agreement. 

 
**4.3**
**Law and Jurisdiction**

This Amendment N°2 shall be governed by and construed in accordance with the laws of England. 

Any dispute arising out of or in connection with this Amendment N°2, including but not limited to its existence, validity, interpretation, implementation,breach, termination and/or enforcement, shall be within the exclusive jurisdiction of the Courts of England. 

 
**4.4**
**Contracts (Rights of Third Parties) Act 1999**

The Parties do not intend that any term of this Amendment N°2 shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 byany person who is not a Party to this Amendment N°2. 

 
**4.5**
**Severability**

In the event that any provision of this Amendment N°2 should for any reason be held ineffective, the remainder of this Amendment N°2 shall remain infull force and effect. To the extent permitted by applicable law, each Party hereto waives any provision of law, which renders any provision of this Amendment N°2 prohibited or unenforceable in any respect. 

 
**4.6**
**Counterparts**

This Amendment N°2 may be executed by the Parties in separate counterparts, each of which when so signed and delivered will be an original, but all suchcounterparts will together constitute one and the same instrument. 

 
**4.7**
**Assignment**

Notwithstanding any other provision of this Amendment N°2, this Amendment N°2 and the rights and obligations of the Buyer hereunder will not beassigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this paragraph will be void and of no force or effect. 

 
**4.8**
****Clauses 22.2 (*Notices*) and 22.3 (*Waiver*) of the Agreement shall be incorporated byreference into this Amendment N°2 as if the same were set out in full herein *mutatis mutandis.*

 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 7 of 8 

[*****] Confidential material redacted 

**IN WITNESS WHEREOF,**this Amendment N°2 was entered into the day and year first above written.

 

Agreed and accepted

For and on behalfof

AZUL FINANCE LLC 
  
Agreed and accepted

For and on behalfof

AIRBUS S.A.S. 
By: /S/    ALEXANDRE MALFITANI          By:  Title: 
**Treasurer**
  Title: 
 
A320 NEO PA—AZUL FINANCELLC—AMENDMENT N°2                                                                                        Page 8 of 8 

[*****] Confidential material redacted 

**IN WITNESS WHEREOF,**this Amendment N°2 was entered into the day and year first above written.

 

Agreed and accepted

For and on behalfof

AZUL FINANCE LLC
  
Agreed and accepted

For and on behalfof

AIRBUS S.A.S.
By:    By: /S/    SIGNATURE        Title:   Title: **SVP Contracts**
 
A320 NEO PA—AZULFINANCE LLC—AMENDMENT N°2                                                                                        Page 8 of 8 

[*****] Confidential material redacted 

**