<PAGE>
                                                                    Exhibit 10.6

                                                                    Page 1 of 12


* Confidential treatment has been requested for portions of this exhibit. The
copy filed herewith omits the information subject to the confidentiality
request. Omissions are designiated as "*". A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.



                        Novation and Amendment Agreement

                                     between

                            Rolls-Royce Brazil Ltda.

                                       and

                              MTU Aero Engines GmbH

                                       and

                             TAM Linhas Aereas S.A.

<PAGE>

                                                                    Page 2 of 12


THIS NOVATION AND AMENDMENT AGREEMENT (the "Agreement") is made the 8th day of
November 2001

BETWEEN:

A.   MTU Aero Engines GmbH (formerly: MTU Motoren- und Turbinen-Union Munchen
     GmbH) of Dachauer Strasse 665, 80995 Muenchen, Germany ("MTU");

B.   Rolls-Royce Brazil Ltda. of Rua Dr. Cincinato Braga 47, Sao Bernarda do
     Campo, Brazil ("Rolls Royce Brazil"); and

C.   TAM Linhas Aereas S.A. (as successor to TAM - Transportes Aereos Regionais
     S.A.) of Av Jurandir 856, Jardim Ceci, Sao Paolo - SP - CEP 04072-000 Sao
     Paulo, Brazil ("TAM");

hereinafter individually referred to as a "Party" and collectively as the
"Parties"

1    Recitals

     1.1  This novation and amendment agreement is supplemental both to an
          agreement dated 14 September 2000 and made between MTU and TAM (the
          "Contract") a copy of which is set out in Exhibit 1 to this Agreement
          and to an agreement of even date herewith between MTU and Rolls-Royce
          plc for the transfer of MTU's business as set out in the Contract to
          Rolls Royce Brazil.

     1.2  MTU has subcontracted some or all of the Services (as defined in the
          Contract) to third parties including Rolls Royce Brazil.

     1.3  MTU wishes to be released and discharged from the Contract and TAM has
          agreed to release and discharge MTU upon Rolls Royce Brazil's
          undertaking to perform the Contract and to be bound by the terms of
          the Contract in place of MTU and the provisions of this Agreement.

     1.4  Certain Services are presently being performed pursuant to the
          Contract by MTU and/or its subcontractors. As a result certain
          Engines, Modules or Parts are at the date hereof in the custody of
          Rolls Royce Brazil pursuant to subcontract arrangements between MTU
          and Rolls Royce Brazil. That state of affairs is expected to remain
          the case on the Effective Date.

     1.5  The Parties do not wish accrued rights, obligations and liabilities
          under the Contract immediately prior to the Effective Date to be
          affected by the present novation and amendment but wish Rolls Royce
          Brazil effectively to assume the obligations of MTU (subject to the
          amendments provided herein) for the purposes of Services commenced on
          or after the Effective Date.

NOW IT IS AGREED as follows:

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                                                                    Page 3 of 12


1    Effective Date

     This Agreement shall become effective immediately upon the satisfaction of
     the conditions referred to in Exhibit 3 (the "Effective Date"). Promptly
     after the occurrence of the Effective Date, MTU shall notify in writing
     each of the Parties to this Agreement of such occurrence.

2    Novation

     In consideration of the sum of US$1.00 paid by each of Rolls Royce Brazil
     and MTU to TAM, the receipt whereof is hereby acknowledged, and for other
     good and valuable consideration (the receipt and adequacy of which is
     hereby acknowledged), each of the Parties agrees that with effect from the
     Effective Date:

     (a)  Rolls Royce Brazil agrees to be substituted for MTU as a party to the
          Contract and in that capacity to perform all future obligations and to
          assume all future duties and liabilities of MTU under the Contract (as
          amended pursuant to Clause 3 below (the "Amended Contract")) subject
          to the terms and conditions of this Agreement;

     (b)  MTU hereby agrees to transfer to Rolls Royce Brazil all its future
          rights and obligations in, to and under the Amended Contract subject
          to the terms and conditions of this Agreement;

     (c)  subject to Clauses 4 and 5 below, MTU releases and discharges TAM from
          all its obligations, duties and liabilities to MTU under the Amended
          Contract;

     (d)  subject to Clauses 4 and 5 below, TAM hereby releases and discharges
          MTU from all its obligations, duties and liabilities to TAM under the
          Amended Contract;

     (e)  TAM hereby agrees to perform in favour of Rolls Royce Brazil all of
          its obligations, and assume all of its duties and liabilities under
          the Amended Contract on and after the Effective Date and to perform
          and assume those obligations, duties and liabilities of "the Operator"
          under the Amended Contract; and

     (f)  TAM consents to and accepts the assumption by Rolls Royce Brazil of
          MTU's future rights and obligations, duties and liabilities under the
          Amended Contract and its agreement to perform the obligations of
          "MTU-M", "MTU-H" and "MTU" under the Amended Contract.

3.   Amendment

     With effect from the Effective Date the Contract will be amended as set out
     in Exhibit 2 to this Agreement and the Parties confirm the terms of the
     Amended Contract for the purposes of Services to be commenced on or after
     the Effective

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                                                                    Page 4 of 12


     Date. Except as expressly set out in this Agreement, the Contract shall
     remain in full force and effect in accordance with its terms for the
     purposes of Services performed in whole or in part prior to the Effective
     Date.

4.   Simultaneous Events

     Each of the events described in Clauses 2 and 3 above shall occur
     simultaneously.

5.   Preservation of existing rights and liabilities

     Notwithstanding the provisions of this Agreement and of Clause 2.1 in
     particular, the respective rights, obligations and liabilities of TAM and
     MTU as against each other under the Contract immediately prior to the
     Effective Date in respect of any Services (as defined in the Contract)
     whether previously performed and invoiced or in progress at the Effective
     Date shall not be affected by this Agreement or the occurrence of the
     Effective Date. The rights, duties and obligations of TAM and MTU with
     respect to Services performed in whole or in part prior to the Effective
     Date remain governed by the Contract until completion of all such Services.

     Neither Rolls Royce Brazil nor any member of the Rolls-Royce plc group of
     companies assumes any liability under the Contract or under the Amended
     Contract for any Services performed in whole or in part prior to the
     Effective Date, or for any default, neglect or failure in the performance
     or purported performance of such Services, whether or not apparent at the
     Effective Date, or for breach of any other obligation associated with the
     Contract including without limitation the payment of any sums due or the
     return of Supplies (as defined in the Contract) or any other property upon
     completion of any such Services. This Clause operates without prejudice to
     any right any party may have to seek relief, recourse or indemnity against
     any other party under any existing contractual or sub-contractual
     arrangement or under the general law.

6.   Representations and Warranties

     Each of the Parties acknowledges that the other parties have entered into
     this Agreement in full reliance on representations by it in the following
     terms and it now warrants to each of the other Parties that the following
     statements are, at the date hereof, true and accurate:

     (a)  It is a limited liability company duly constituted and validly
          existing under the laws of its country of incorporation, its
          obligations under and pursuant to this Agreement constitute its legal,
          valid, binding and enforceable obligations (save to the extent that
          enforcement may be limited by applicable bankruptcy, insolvency,
          moratorium or other laws for the protection of creditors and debtors
          generally and general principles of equity) and that this Agreement
          has been duly executed by it;

     (b)  The execution and delivery by it of this Agreement, the consummation
          by it of any of the transactions contemplated hereby compliance by it
          with any of

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                                                                    Page 5 of 12


          the terms and conditions hereof do not require any consent of any
          trustee or holder of any indebtedness or other obligation of it,
          violate any term or condition of its constitutive documents,
          contravene any provision of or constitute or will constitute a default
          under or pursuant to or result in any breach of or the creation of any
          lien (other than as contemplated under this Agreement) on or over any
          of its assets or any other agreement or instrument to which it is a
          party or by which it is bound;

     (c)  No consent of, giving of notice to, registration with or taking of any
          other action in respect of any government entity in its country of
          incorporation is required for the execution by it of this Agreement.

7.   Acknowledgement

     Rolls Royce Brazil acknowledges and agrees for the benefit of TAM that the
     transfer and novation contemplated by this Agreement shall not diminish any
     rights of TAM under the Amended Contract (as novated hereunder) and TAM
     shall not be under any greater financial obligation under the Amended
     Contract (as novated hereunder) than, on the basis of law and regulation in
     effect on the Effective Date, it would have been under had the transfer and
     novation contemplated herein not taken place.

8.   Expenses

     MTU agrees with TAM that MTU shall pay or reimburse TAM for all reasonable
     legal costs and expenses incurred by TAM with Clifford Chance in London in
     connection with the negotiation and execution of this Agreement and in
     taking any action required pursuant to this Agreement.

9.   Miscellaneous

9.1  Severability, Amendment, Construction and Applicable Law. Any provision of
     this Agreement which is prohibited or unenforceable in any jurisdiction
     shall, as to such jurisdiction, be ineffective to the extent of such
     prohibition or unenforceability without invalidating the remaining
     provisions hereof, and any such prohibition or unenforceability in any
     jurisdiction shall not invalidate or render unenforceable such provision in
     any other jurisdiction. No term or provision of this Agreement may be
     changed, waived, discharged or terminated orally, but only by a written
     instrument signed by the party against which the enforcement of the change,
     waiver, discharge or termination is sought. The captions in this Agreement
     are for convenience of reference only and shall not define or limit any of
     the terms or provisions hereof.

9.2  Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND
     CONSTRUED IN ACCORDANCE WITH. THE LAWS OF ENGLAND INCLUDING ALL MATTERS OF
     CONSTRUCTION, VALIDITY AND PERFORMANCE.

<PAGE>

                                                                    Page 6 of 12


9.3  Notices. Each notice, request, direction or other communication under this
     Agreement shall:

     (a)  be in writing delivered personally or by first-class prepaid letter
          (airmail if available) or facsimile;

     (b)  be deemed to have been given:

          (i)  in the case of a facsimile, on confirmation by the recipient of
               actual receipt or, if earlier, on actual or deemed receipt by the
               recipient of a confirmation letter; and

          (ii) in the case of a letter when delivered personally or upon actual
               receipt if sent by post; and

     (c)  be sent:

          (i)  to MTU:
               MTU Aero Engines GmbH
               Attn: General Counsel
               Dachauer Strasse 665
               80995 Munchen
               Germany

               Tel: +49-89-1489 3815
               Fax: +49-89-1489 5814
               Attn: Michael Weber

               With copy to:

               MTU Maintenance Hannover GmbH
               Attn: General Counsel
               Munchner Strasse 31
               30855 Langenhagen
               Germany

               Tel: +49-511-7806-388
               Fax: +49-511-78-06-100
               Attn: Andreas Brosig

          (ii) to Rolls Royce Brazil:
               Rolls-Royce Brasil
               Rua Dr. Cincinato Braga 47,
               Sao Bernarda do Campo,
               Brazil
               Tel: 55 11 4390-4804
               Fax: 55 11 4341-7683
               Attn: Customer Business Director

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                                                                    Page 7 of 12


          (iii) to TAM:
                TAM-Linhas Aereas S.A.
                Avenida Jurandir 856
                4o Andar, Lote 4
                CEP 04072-000
                Jardim Ceci
                Sao Paulo-SP
                Brazil
                Tel: +55 11 5582 8675
                Fax: +55 11 5581 9167
                Attn: Jose Zaidan Maluf, Contracts Director

or to such other address or facsimile number for a party as is notified from
time to time by such party hereto to the other Parties hereto.

All communications and documents must be in English.

9.4  Counterparts. At least four counterparts of this Agreement have been
     executed by the Parties hereto, each of which shall be deemed to be an
     original but all of which take together shall constitute a single
     agreement.

9.5  Submission to Jurisdiction; Waiver of Immunities; Service of Process.

     (a)  The courts of England are to have jurisdiction to settle any disputes
          (including claims for set-off and counterclaims) which may arise in
          connection with the legal relationships established by this Agreement
          or otherwise arising in connection with this Agreement. Rolls Royce
          Brazil and MTU shall not be prevented from taking proceedings relating
          to any dispute as aforesaid in any courts with jurisdiction including,
          without limitation, the courts of any jurisdiction where TAM maintains
          its headquarters (City of Sao Paulo, State of Sao Paulo, Central
          Courthouse).

     (b)  All parties irrevocably waive any objection on the grounds of venue or
          forum non conveniens, lis alibi pendens or similar grounds, and
          consent to service of process by mail or in any other manner permitted
          by applicable law.

     (c)  Each party hereto irrevocably and unconditionally:

          (i)  agrees that if any other party brings legal proceedings against
               it or its assets in relation to this Agreement, no immunity from
               such legal proceedings (which will be deemed to include, without
               limitation, suit, attachment prior to judgment, other attachment,
               the obtaining of judgment, execution or other enforcement) will
               be claimed by or on behalf of itself or with respect to its
               assets;

<PAGE>

                                                                    Page 8 of 12


          (ii) waives any such right of immunity which it or its assets now has
               or may in the future acquire; and

          (iii) submits to the jurisdiction of the English Courts for any matter
               relating to this Agreement.

     (d)  MTU and TAM shall at all times maintain an agent for service of
          process in England. Such agent shall be, in the case of MTU, C & C
          Legal Services Limited of 20 Upper Ground London SE1 9QT (any such
          process to be marked for the attention of Jeremy Thomas and/or Andrew
          Murray) and shall be, in the case of TAM, Clifford Chance Secretaries
          Limited currently at 200 Aldersgate Street, London EC1A 4JJ, England.
          Rolls Royce Brazil hereby irrevocably agrees that any writ, judgment
          or other notice of legal process shall be sufficiently served on Rolls
          Royce Brazil if delivered to the registered office for the time being
          of Rolls Royce plc and marked for the attention of the Company
          Secretary and with copy to Rolls Royce Brazil, for the attention of
          the Customer Business Director, at Rua Dr. Cincinato Braga, 47, Sao
          Bernardo do Campo - SP, 09890-900 Brazil. Any writ, judgment or other
          notice of legal process shall be sufficiently served on MTU or, as the
          case may be, TAM if delivered to its agent specified above at its
          address for the time being. MTU and TAM undertake not to revoke the
          authority of their agent specified above and if for any reason such
          agent no longer serves as its agent to receive service of process,
          that party shall promptly appoint another such agent and advice the
          other parties thereof.

9.6  Further Assurances. Each party hereto shall promptly and duly execute and
     deliver to the other parties such further documents and promptly take such
     further action not inconsistent with the terms hereof as any other party
     may from time to time reasonably request in order to more effectively carry
     out the intent and purpose of this Agreement or to perfect and protect the
     rights created or intended to be created hereunder.

9.7  Successors. This Agreement shall be binding on and shall inure to the
     benefit Rolls Royce Brazil, MTU and TAM and their respective successors and
     permitted assigns.

9.8  Language. While this Agreement may be translated into another language, the
     English language version shall govern in all respects.

9.9  Third Parties. Nothing in this Agreement is intended to confer on any
     person any right to enforce any term of this Agreement which that person
     would not have had but for the Contract (Rights of Third Parties) Act 1999.

IN WITNESS whereof the parties, acting through their duly authorised
representatives, have caused this Agreement to be signed in their respective
names on the date first written above.

<PAGE>

                                           Exhibit 1 to Schedule A / page 1 of 1


                                    EXHIBIT 1

            TAY ENGINE MAINTENANCE AGREEMENT DATED 14 SEPTEMBER 2000

<PAGE>

                                    EXHIBIT 2

                                AMENDED CONTRACT

With effect from the Effective Date the Contract as set out in Exhibit 1 above
is amended as follows in respect of Services commenced on or after the Effective
Date:

     1.   any reference therein in whatever terms to the Contract shall be
          construed as a reference to the Contract as novated and amended by
          this Agreement;

     2.   any references therein to "MTU-M", "MTU-H", "MTU Maintenance do Brasil
          Ltda." or "MTU Brasil" shall be construed as a reference to
          "Rolls-Royce Brazil Ltda.", otherwise abbreviated to "RRB";

     3.   any references therein to "TAM-Transportes Aereos Regionais S.A." or
          "TAM- Regionais S.A." shall be construed as a reference to "TAM-Linhas
          Aereas S.A.";

     4.   the second sentence of Clause 2.8 shall be deleted in its entirety;

     5.   Clause 2.9 shall be deleted in its entirety and shall be replaced by
          the words "Intentionally Left Blank";

     6.   Clause 4.1 shall be deleted in its entirety and replaced with the
          following:

          "4.1 Rolls Royce Brazil shall at its own cost and expense be the
               importer/exporter of record of all Engines, Modules, Parts and
               other items imported into/exported from Brazil under this
               Agreement subject to the adjustments specified in Clause 10.2.
               Delivery of Engines, Modules, Parts and other items requiring
               Work to Rolls Royce Brazil shall be the obligation of the
               Operator."

     7.   reference in Clause 5.7(iii) to "Germany" shall be deleted and
          replaced by the words "United Kingdom";

     8.   In Clause 9.2 the words "US Dollars" shall be deleted and replaced
          with "Brazilian national currency (Reais)";

     9.   At Clause 9.3, the bank account details are deleted and replaced by;

          Bank: *
          Branch office number: *
          Current Account number: *
          City: *

<PAGE>

     10.  the fourth paragraph of Clause 9.3 commencing "Operator shall promptly
          furnish..." shall be deleted and replaced with the following:

          "Operator shall promptly furnish copies of the documents evidencing
          wire transfer of all such payments to the attention of Director of
          Finance and Administration."

     11.  A new Clause 9.3.1 shall be inserted at the end of Clause 9.3 as
          follows:

          "9.3.1 The currency exchange rate applicable to the invoice
               preparation shall be the rate at the *

     12.  Clause 10.1 shall be deleted, and replaced with the words
          "Intentionally left blank".

     13.  The first two paragraphs of Clause 10.2 shall be deleted in their
          entirety and shall be replaced with the following:


          "10.2.1  Each of the Operator and Rolls Royce Brazil agree and
                   acknowledge that the Fixed Price for Midlife Inspection and
                   the Fixed Price for Overhaul specified in Appendix B are
                   calculated on the basis of * per Flight Hour which *


          In circumstances where:

          10.2.2   (a)  new taxes (other than the Relevant Taxes) are imposed in
                        Brazil after November 2001, in respect of the
                        performance of the Services by Rolls Royce Brazil; or

                   (b)  the rate at which any of the Relevant Taxes are imposed,
                        increases after November 2001; or

<PAGE>

                   (c)  the rate at which any of the Relevant Taxes are imposed,
                        is reduced after November 2001;

                   then each of the Operator and Rolls Royce Brazil agree that
                   the rate of * shall:

                   (i)  in the case of Clause 10.2.2 (a) or (b), be increased
                        with effect from the date of imposition such new tax or
                        increased tax rate to reflect the increased tax
                        liability of Rolls Royce Brazil as a consequence
                        thereof; and

                   (ii) in the case of Clause 10.2.2 (c), be reduced with effect
                        from the date of the reduction of such tax rate, to
                        reflect the reduced tax liability of Rolls Royce Brazil
                        as a consequence thereof.

     14.  Clause 10.4 shall be deleted in its entirety.

     15.  Clause 13.5 shall be deleted in its entirety and shall be replaced by
          the following:

          "For the purposes of this Clause 13, the term "Indemnified Parties"
          shall also include the companies of the Rolls-Royce plc group of
          companies";

     16.  Clause 15.4 shall be deleted in its entirety;

     17.  paragraphs 3 and 4 of Clause 18 shall be deleted and shall be replaced
          by the following:

          "For Rolls-Royce Brazil Ltda.:

          Rolls-Royce Brazil Ltda.
          Attn:    Customer Business Director
          Address: Rolls Royce Brazil
                   Rua Dr. Cincinato Braga 47
                   Sao Bernarda do Campo
                   Brazil
          Phone:   + 55 11 4390-4804
          Fax:     + 55 11 4341 7683
          E-mail:  [____________________]"

     18.  The second paragraph of Clause 1.3 of Appendix B shall be amended by
          adding the following sentence at the end of each such paragraph:

          *

<PAGE>

          *

     19.  The first paragraph of Clause 2 of Appendix B shall be deleted. The
          second paragraph of Clause 2 of Appendix shall be deleted in its
          entirety and shall be replaced with the following:


          *"RRB shall invoice to the Operator (in addition to the Fixed Price
           for Overhaul) in respect of each Engine sent by the Operator to RRB
           for the performance of an Overhaul (but not in respect of Midlife
           Inspections) *

     20.  *In Appendix C "Escalation Formulae", paragraphs 2 (Material Price
           Escalation) and 3.1, "Fixed Price Escalation" (in the definition of
           the term M1), references to [ * ] are deleted and replaced by [ * ]





<PAGE>

                                    EXHIBIT 3

                              CONDITIONS PRECEDENT

1.   Confirmation in writing from each of TAM and Rolls Royce Brazil that the
     lease terms in respect of 8 engine finance leases entered into between TAM
     and Rolls Royce Partners Finance Limited have been extended for a period of
     three years.

2.   Execution of the Assignment, Assumption and Amendment Agreement relating to
     certain spare engine lease agreements to be entered into between MTU, TAM
     and Rolls Royce Leasing Limited.

3.   Execution of the Agreement for Sale of Engine Maintenance Contract to be
     entered into between MTU and Rolls-Royce plc.