exv10w25






EXHIBIT 10.25

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




AMENDMENT No. 1 TO

PURCHASE AGREEMENT COM0188-10





This Amendment No. 1 to the Purchase Agreement COM0188-10, dated as of January 4, 2011, 2010
(“Amendment No. 1”) relates to the Purchase Agreement COM0188-10 (the “Purchase Agreement”) between
[Embraer S. A. (f/k/a Embraer — Empresa Brasileira de Aeronáutica S.A.)] (“Embraer”) and Air Lease
Corporation (“Buyer”) dated October 5, 2010 (the “Agreement”). This Amendment No. 1 is between
Embraer and Buyer, collectively referred to herein as the “Parties”.




This Amendment No. 1 sets forth additional agreements between Embraer and Buyer with respects to
the matters set forth herein.




Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full
force and effect. All capitalized terms used in this Amendment No. 1 which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 1 and the Purchase Agreement, the terms, conditions and provisions of this Amendment
No. 1 shall control.




WHEREAS, [*].




WHEREAS, [*]




NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and
Buyer hereby agree as follows:




1. DELIVERY




Article 5 of the Purchase Agreement and its delivery schedule table is hereby deleted and replaced
by the following:




“Subject to payment in accordance with Article 4 and the provisions of Articles 7 and 9, Embraer
shall offer the Aircraft to Buyer for inspection, acceptance and subsequent delivery in FAF
condition, at Embraer premises in São José dos Campos, State of São Paulo, Brazil, on a date within
the month indicated in the schedule below:






 




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





			
	 	 	 
	Amendment No. 1 to Purchase Agreement COM0188-10
	 	Page 1 of 4






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contractual	 	Aircraft	 	 	 	 	 	Contractual Delivery	 	Aircraft	 	 
	Aircraft	 	Delivery Date	 	Model	 	[*]	 	Aircraft	 	Date	 	Model	 	[*]
	01
	 	[*] 2011	 	[*]	 	[*]	 	08	 	[*]	 	[*]	 	[*]
	02
	 	[*]	 	[*]	 	[*]	 	09	 	[*]	 	[*]	 	[*]
	03
	 	[*]	 	[*]	 	[*]	 	10	 	[*]	 	[*]	 	[*]
	04
	 	[*]	 	[*]	 	[*]	 	11	 	[*]	 	[*]	 	[*]
	05
	 	[*]	 	[*]	 	[*]	 	12	 	[*]	 	[*]	 	[*]
	 
	 	 	 	 	 	[*]	 	13	 	[*]	 	[*]	 	[*]
	06
	 	[*]	 	[*]	 	[*]	 	14	 	[*]	 	[*]	 	[*]
	07
	 	[*]	 	[*]	 	[*]	 	15	 	[*] 2013	 	[*]	 	[*]






Except as otherwise expressly provided differently elsewhere in this Agreement, the date
indicated in the schedule above shall be deemed to be the last day of the month set forth in
Article 5.”




2. [*] AIRCRAFT CONFIGURATION AND SUPPORT




2.1 The [*], as described in Attachment “A1” attached to this Amendment No. 1 which shall
be incorporated into the Purchase Agreement as Attachment “A1”. In respect of the [*],
all references in the Purchase Agreement to Attachment “A” shall be deemed to be a reference to
Attachment “A1”.




2.2 The [*], as described in Attachment “B1” attached to this Amendment No. 1, which
shall be incorporated into the Purchase Agreement as Attachment “B1”. In respect of the
[*], all references in the Purchase Agreement to Attachment “B” shall be deemed to be
references to Attachment “B1”. Attachment “B” shall not apply to [*]. Any reference to
the term “Aircraft” in the Attachment “B1” shall be deemed to be a reference to the [*].




3. PRICE




Article 3.1 of the Purchase Agreement shall be deleted and replaced by the following:





“3.1 Subject to the terms and conditions of this Agreement, Buyer agrees to pay Embraer, in
United States dollars, for each Aircraft as follows:





 




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





			
	 	 	 
	Amendment No. 1 to Purchase Agreement COM0188-10
	 	Page 2 of 4






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aircraft Basic	 	Economic
	Aircraft	 	Model	 	[*]	 	Price	 	Conditions
	[*]
	 	[*]	 	[*]	 	[*]	 	[*]
	[*]
	 	[*]	 	[*]	 	[*]	 	[*]






4. CHANGES IN THE [*]




[*]. Attachment “D” to the Purchase Agreement is hereby deleted and replaced with Attachment
“D”, attached to this Amendment No.1, which shall be incorporated into the Purchase Agreement as a
new Attachment “D”.




5. MISCELLANEOUS




The provisions of Articles 18, 19, 28, 29, 30 and 31 of the Purchase Agreement apply mutatis
mutandis. All other provisions of the Agreement that have not been specifically amended or
modified by this Amendment No. 1 shall remain valid in full force and effect without any change.






 




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





			
	 	 	 
	Amendment No. 1 to Purchase Agreement COM0188-10
	 	Page 3 of 4






 









 






IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and
executed this Amendment No. 1 to Purchase Agreement to be effective as of the date first written
above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	EMBRAER S. A.	 	 	 	AIR LEASE CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By 

Name:

	 	/s/ Paulo Cesa de Souza e Silva
 

Paulo Cesa de Souza e Silva
	 	 
	 	By

Name:
	 	/s/ Grant Levy
 

Grant Levy
	 	 	 	 	 	 
	Title:

	 	Executive Vice-President
	 	 	 	Title:
	 	Executive Vice President	 	 	 	 	 	 
	 

	 	Airline Market	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By 

Name:

	 	/s/ José Luis D’Avila Molina
 

José Luis D’Avila Molina
	 	 
	 	Date:

Place:
	 	January 4, 2011

Los Angeles, California	 	 	 	 	 	 
	Title:

	 	Vice President, Contracts	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Airline Market	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	January 4, 2011	 	 	 	 	 	 	 	 	 	 	 	 
	Place:

	 	São José dos Campos, SP	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Brazil	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Witness:

	 	/s/ Fernando Bueno
	 	 	 	Witness:
	 	/s/ Bret Weinberg	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Fernando Bueno
	 	 	 	Name:
	 	Bret Weinberg	 	 	 	 	 	 






			
	 	 	 
	Amendment No. 1 to Purchase Agreement COM0188-10
	 	Page 4 of 4






 









 






ATTACHMENT “A1”

AIRCRAFT CONFIGURATION (E190 [*])





1. STANDARD AIRCRAFT





The Aircraft EMBRAER 190 shall be manufactured according to (i) the standard configuration
specified in the Technical Description TD 190 — Rev 13, December 2009, 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, as described in
the Options Guide OG 170/190 Family — Rev 23, December 2009, which although not attached
hereto, is incorporated herein by reference.




[*]





 




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





			
	 	 	 
	Attachment “A1” to Amendment 1 to PA COM0188-10
	 	Page 1 of 4






 









 






ATTACHMENT “A1”

AIRCRAFT CONFIGURATION (E190 [*])





[*]






 




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





			
	 	 	 
	Attachment “A1” to Amendment 1 to PA COM0188-10
	 	Page 2 of 4






 









 






ATTACHMENT “A1”

AIRCRAFT CONFIGURATION (E190 [*])





3. FINISHING




The Aircraft will be delivered to Buyer as follows:




3.1 EXTERIOR FINISHING:





The fuselage of the Aircraft shall be painted according to Buyer’s colour and paint scheme,
which shall be supplied to Embraer by Buyer on or before [*] prior to the first Aircraft
contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the
standard colours, i.e., grey BAC707.




Should Buyer not define the paint scheme [*] prior to each Aircraft Delivery Date the
Aircraft shall be painted in white.



3.2 INTERIOR FINISHING:





The materials and colors of all and any items of interior finishing [*].



3.3 BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):





Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to
Embraer for installation in the Aircraft as BFE. Materials shall conform to the required
standards and comply with all applicable regulations and airworthiness requirements. Delays
in the delivery of BFE equipment or quality restrictions that prevent the installation
thereof in the time frame required by the Aircraft manufacturing process shall entitle
Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer
without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the
Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D
Zodiac — 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely
informed by Embraer.




The Aircraft galleys have space provisions for the following BIE items that, unless timely
agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee
makers, hot jugs, water boilers and standard units.




[*], shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery
thereof.



3.4 EMBRAER RIGHT TO PERFORM FOR BUYER:






 




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





			
	 	 	 
	Attachment “A1” to Amendment 1 to PA COM0188-10
	 	Page 3 of 4






 









 






ATTACHMENT “A1”

AIRCRAFT CONFIGURATION (E190 [*])






If Buyer fails to make any choice or definition which Buyer is required to make
regarding the exterior and interior finishing of any Aircraft or to inform Embraer thereof,
Embraer shall have the right, but not the obligation, to tender the Aircraft for delivery
(a) painted white and (b) fitted with an interior finishing selected by Embraer at its
reasonable discretion. *




The taking of any such action by Embraer pursuant to this Article 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.




No compensation to Buyer or reduction of the Aircraft Basic Price shall be due by virtue of
the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for
the amount of the reasonable expenses incurred by Embraer in connection with the performance
of or compliance with such agreement, as the case may be, payable by Buyer within ten (10)
Days from the presentation of the respective invoice by Embraer to Buyer.



4. REGISTRATION MARKS, TRANSPONDER AND ELT CODES:





The Aircraft shall be delivered to Buyer with the registration marks painted on them. The
registration marks, the Mode S transponder code and ELT protocol coding shall be supplied to
Embraer by Buyer no later than ninety (90) Days before each relevant Aircraft Contractual
Delivery Date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer
without registration marks, with an uncoded Mode S transponder and uncoded ELT in case Buyer
fails to supply such information to Embraer in due time.



5. EXPORT CONTROL ITEMS





The Aircraft contains (i) an IESI (Integrated Electronic Standby Instrument System)
manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for
emergency backup and flight safety information, and (ii) IRU (Inertial Reference Unit)
manufactured by Honeywell International. The IESI and the IRU that are incorporated into
this Aircraft are subject to export control under United States of America law. 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.






 




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





			
	 	 	 
	Attachment “A1” to Amendment 1 to PA COM0188-10
	 	Page 4 of 4






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE





1. FERRY FLIGHT ASSISTANCE*





	1.1	 	Embraer will make available to Buyer’s Customer, at no additional charge, the services of
a third party representative at the airport in which the Aircraft will make the last stop in
Brazilian territory, to support Buyer’s Customer’s crew in the interface with Brazilian
customs clearances. Such services do not include handling services as refueling, ground
equipment and communications and Buyer’s Customer shall hire such services from a handling
service company. Buyer’s Customer shall also be responsible for the flight documents
(including but not limited to IFR templates & charts) and overflight permits required for the
ferry flight.
	 
	 	 	If it is necessary that any ferry equipment be installed by Embraer in the Aircraft for
the ferry flight between Brazil and final destination, Embraer will make available, upon
Buyer’s Customer’s written request, a standard and serviceable ferry equipment kit to
Buyer’s Customer (hereinafter the “Kit”) at no charge to Buyer’s Customer, except as set
forth below. In this case, Buyer’s Customer shall immediately upon the Aircraft arrival at
its final destination, remove the Kit from the Aircraft and return it to a freight forwarder
agent as determined by Embraer, in FCA (Free Carrier — Incoterms 2000) condition.
	 
	 	 	In case Embraer provides the Kit to Buyer’s Customer and (i) the Kit is utilized,
whether totally or not, such decision to be taken in Embraer’s reasonable discretion (except
for communication equipment temporarily installed for the ferry flight), or (ii) the Kit is
not returned to Embraer complete and in the same condition as it was delivered to Buyer’s
Customer within sixty (60) Days after the respective Aircraft Actual Delivery Date, complete
and in the same condition as it was delivered to Buyer’s Customer. In any such cases,
Buyer’s Customer shall pay Embraer the value of a new Kit upon presentation of an invoice by
Embraer and then the original Kit shall become the property of Buyer’s Customer. In
addition, the availability of another Kit for the next occurring Aircraft ferry flight after
such sixty (60) Day period shall not be an Embraer obligation.





2. PRODUCT SUPPORT PACKAGE





	2.1.	 	MATERIAL SUPPORT






	2.1.1.	 	SPARES POLICY





Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines
and their accessories, hereinafter referred to as “Spare(s)”, for the
Aircraft for a period of ten (10) years after production of the last aircraft of the same type.
Such Spares shall be supplied according to the prevailing availability, sale conditions, delivery
schedule and effective price on the date of acceptance by Embraer of a purchase order placed by
Buyer or Buyer’s Customer for any of such items. The






 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 1 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE





Spares may be supplied either by Embraer in
Brazil or through its subsidiaries or distribution centers located abroad.




The sale and export of Spares to Buyer and Buyer’s Customer may be subject to export controls and
other export documentation requirements of the United States and other countries. Buyer and Buyer’s
Customer will agree that neither Embraer nor any of its subsidiaries, affiliates or Vendors shall
be liable for failure to provide Spares and/or services, including without limitation the Services,
under this Agreement or otherwise as a result of any ruling, decision, order, license, regulation,
or policy of the competent authorities prohibiting the sale, export, re-export, transfer, or
release of a Spare or its related technology. Buyer and Buyer’s Customer shall comply with any
conditions and requirements imposed by the competent authorities and, upon Embraer’s request, shall
execute and deliver to Embraer any relevant end-user certificates.




Export of (i) IESI (Integrated Electronic Standby Instrument System) manufactured by Thales
Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight safety
information and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell International are
subject to export control under United States laws. Transfer or re-export of such items, as well as
their related technology and software, may require prior authorization from the U.S. Government.





	2.1.2.	 	RSPL





Upon Buyer’s or Buyer’s Customers’ request, Embraer shall present to Buyer or Buyer’s Customer a
recommended Spare provisioning list (the “RSPL”). The objective of the RSPL is to provide Buyer’s
Customers with a detailed list of Spares and respective quantities that will be necessary to
support the initial operation and maintenance of the Aircraft by Buyer’s Customers. Such
recommendation will be based on the experience of Embraer and on the operational parameters
established by Buyer’s Customers.




Embraer will provide a qualified team to attend pre-provisioning conferences as necessary to
discuss Buyer’s Customers’ requirements and the RSPL as well as any available spare parts support
programs offered by Embraer. Such meeting shall be held at a mutually agreed upon place and time,
but in no event less than [*].




Buyer’s Customers may acquire the items contained in the RSPL directly from Embraer or directly
from Vendors. Items contained in the RSPL for which Buyer’s Customer places a purchase order with
Embraer (the “IP Spares”), will be delivered by Embraer to Buyer’s Customer within [*] in FCA (Free
Carrier — Incoterms 2000) condition, at the port of clearance indicated by Embraer.




In order to ensure the availability of IP Spares in accordance with the foregoing at the time of
entry into service of the first Aircraft, Buyer will notify Buyer’s Customers that






 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 2 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE





each of Buyer’s Customers needs to commit to place a purchase order with Embraer for those IP Spares for each of
Buyer’s Customers has decided to acquire from Embraer, as soon as practical and in any event not
less than [*] prior to the Contractual Delivery Date of the first Aircraft. At the reasonable
request of Embraer, each of Buyer’s Customers shall demonstrate that it has provided for the
acquisition of those IP Spares that Buyer’s Customer has decided to acquire from sources other than
Embraer, in order to complement the RSPL in a timely manner.





	2.1.3.	 	OTHER SPARES SERVICES





Embraer will maintain a call center for the AOG services, twenty four (24) hours a day, seven (7)
days a week. All the contacts with the call center can be made through regular direct lines in
Brazil (phone and fax), e-mail and also through the FlyEmbraer e-commerce in case any of Buyer’s
Customers subscribe to this service. The information concerning regular direct lines and e-mail
address shall be obtained through the Customer Account Manager designated to Buyer or Buyer’s
Customer by Embraer or through Embraer’s Customer Service offices. Embraer will, subject to
availability, deliver parts pursuant to an AOG order from the location which is nearer to Buyer’s
Customer premises, in FCA (Free Carrier — Incoterms 2000) condition, Embraer facility, in
accordance with Buyer’s Customer’s shipping instructions.




Routine and/or Critical Spares: Embraer will deliver routine and/or critical Spares (other than AOG
Spares) in FCA condition, Embraer facility, from the location were such spares are available.
Routine and/or critical Spares shall be delivered according to their lead times, depending upon the
purchase order priority. All spares will be delivered with the respective authorized release
certificate or any similar document issued by a duly authorized person.





	2.2.	 	AIRCRAFT TECHNICAL PUBLICATIONS:






	2.2.1.	 	EMBRAER PUBLICATIONS





Embraer shall supply, at no additional charge to Buyer, with the delivery of each Aircraft,
[*] of the operational and maintenance publications applicable thereto, issued under the
applicable specification and in the English language and in accordance with the breakdown presented
in Exhibit 1 to this Attachment “B1” (the “Technical Publications”). [*]




At no additional charge to Buyer, Embraer will also supply, with delivery of each Aircraft, one (1)
hard-copy of the mandatory onboard operational manuals. The revision service for these
publications, including mailing services and the software license for the CD-ROM, if applicable, shall be provided, at no additional charge for the period [*] and subsequently
at the then prevailing Embraer list price. After such period, the mailing services shall also be
borne by Buyer.




Buyer and Buyer’s Customers may also access on-line Technical Publications at the






 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 3 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE





web-based FlyEmbraer portal, conditional to the execution of a license agreement. This service is available
at no additional charge to Buyer while Buyer or Buyer’s Customer has a valid subscription of the
Technical Publications with Embraer. The use of Technical Publications obtained from FlyEmbraer is
subject to prior approval of the relevant airworthiness authorities.





	2.2.2.	 	VENDOR PUBLICATIONS





One (1) copy of technical publications regarding parts, systems or equipment supplied by Vendors
and installed by Embraer in the Aircraft during the manufacturing process, will be supplied to
Buyer and Buyer’s Customer in connection with the delivery of each Aircraft directly by such
Vendors, in their original content and available format/media. Vendors are also responsible for
keeping publications updated through a direct communication system with Buyer’s Customer. Embraer
shall use commercially reasonable efforts to cause Vendors to supply their respective technical
publications in a prompt and timely manner. [*]





	2.2.3.	 	PERFORMANCE SOFTWARE





Embraer shall [*], in connection with delivery of the [*], the following software running on
Microsoft Windows operational system:




[*]




The license of either software allows its installation and use by Buyer and Buyer’s Customer in
[*], provided however that Buyer and Buyer’s Customer shall acknowledge that such software are the
property of Embraer and guarantee to Embraer that it will not modify, sell, transfer or in any
other way convey to any third party without the prior written consent of Embraer.




The revision service for the software shall be provided at no additional charge to Buyer and
Buyer’s Customer for a period [*]. After such period, revision service will be available at the
then prevailing Embraer list prices.





	2.2.4.	 	The Parties further understand and agree that in the event Buyer and/or Buyer’s Customer
elects not to take all or any one of the Technical Publications above mentioned, or revisions
thereof, no refund or other financial adjustment of the Aircraft Basic Price will be made.






	2.3.	 	SERVICES
	 
	 	 	At no additional charge to Buyer, except as set forth below, Embraer shall provide the
Services described in this Article 2.3, in accordance with the terms and conditions below:






	 	2.3.1	 	Familiarization Programs:






	 	a.	 	The familiarization programs specified below are offered at no
additional







 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 4 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE






charge to Buyer or Buyer’s Customer, except for any travel and board &
lodging expenses of Buyer or Buyer’s Customer’s trainees and except for any
operational and incidental expenses related to training requirements (including but
not limited to expenses related to training facilities approval and training
program approval) of Buyer’s Customer, whether imposed by the Airworthiness
Authority or other authority of Buyer’s Customer’s country having jurisdiction, and
which differ from or are supplementary to the standard familiarization programs
described herein.




	 	b.	 	The familiarization programs shall, at Embraer’s criteria, be conducted
by Embraer, Flight Safety International or other Embraer–designated training
provider, in accordance with the scope, syllabi and duration of the training
program developed by Embraer, Flight Safety International or other
Embraer-designated training provider. Such familiarization programs shall be in
accordance with all applicable regulations and requirements of and approved by the
Airworthiness Authority. Buyer’s Customer may choose to use the training programs
“as is” or to develop its own training programs. In any case each of Buyer’s
Customers shall be solely responsible for preparing and submitting its training
programs to the Airworthiness Authority for approval.
	 
	 	c.	 	All familiarization programs shall be provided at the training centers
of Embraer, Flight Safety International or other Embraer designated training
provider at its respective training center or in such other location as Embraer,
Flight Safety International or other Embraer designated training provider may
reasonably indicate. Buyer’s Customers shall be responsible for all costs and
expenses related to the training services (such as but not limited to instructor
travel tickets, local transportation, lodging, per diem and non-productive days),
in the event Buyer’s Customer requires that any training services be carried
outside such indicated training facilities.
	 
	 	d.	 	Notwithstanding the eventual use of the term “training” in this
paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s
Customers’ pilots, mechanics, employees or representatives with the operation and
maintenance of the Aircraft. It is not the intent of Embraer to provide basic
training (“ab-initio”) to any representatives of Buyer’s Customers.
	 
	 	e.	 	Any trainee appointed by Buyer or Buyer’s Customer for participation
in any of the familiarization programs shall be duly qualified per the governing
body in the country of such Buyer’s Customer’s operation and fluent in the English
language as all training will be conducted in, and all training material will be
presented in, such language. Pilots and mechanics shall also have previous
experience in the operation and maintenance, as applicable, of jet aircraft or, at
a minimum, of twin-engine turboprop







 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 5 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE






aircraft. Neither Embraer, Flight Safety
International nor other Embraer designated training provider make any
representation or give any guarantee regarding the successful completion of any
training program by Buyer’s Customers’ trainees, for which Buyer’s Customers are
solely responsible.




	 	f.	 	The familiarization programs shall be carried [*].
	 
	 	g.	 	Training entitlements that [*].
	 
	 	h.	 	The familiarization programs referred to above covers:






h.1 One (1) pilot familiarization program for [*] per Aircraft including (i) ground
familiarization as regards Aircraft systems, weight and balance, performance and
normal/emergency procedures. [*]. Simulator training includes the services of an
instructor and will be carried out on a level D simulator. Buyer’s Customers shall
be solely responsible for selecting experienced training pilots that are fluent in
English and duly qualified in multi-engine aircraft operations, navigation and
communication.




h.2 One (1) maintenance familiarization course for [*] qualified mechanics per
Aircraft each entitled to [*]. This course shall consist of classroom
familiarization with Aircraft systems and structures and shall be in accordance with
ATA specification 104, level III.




h.3 One (1) flight attendant familiarization course for [*]. This course shall
consist of classroom familiarization (2 Days duration), including a general
description of Aircraft safety procedures and flight attendant control panels.





 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 6 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE






	 	i.	 	The presence of Buyer’s Customers’ authorized trainees shall be allowed
exclusively in those areas related to the subject matter hereof and Buyer’s
Customers will be responsible for holding harmless Embraer from and against all and
any kind of liabilities in respect of such trainees to the extent permitted by law,
on terms and conditions acceptable to Embraer in its reasonable discretion.






	2.3.2	 	On site support






	 	a.	 	Embraer shall provide to [*] of one field support representative
(“FSR”), at [*]. The FSR shall assist the technicians and mechanics of Buyer or
Buyer’s Customer or Buyer’s Customer’s customers on the Aircraft maintenance [*]
Buyer may allocate such FSR support among the Aircraft in such amounts as it
reasonably determines. The following conditions shall apply:






	 	§	 	The support allowance provided [*] prior notice of the request to place
a FSR on a location;
	 
	 	§	 	Each FSR shall stay [*];
	 
	 	§	 	Buyer’s rights to allocate such FSR support shall end [*].
	 
	 	§	 	Embraer will assist Buyer and Buyer’s Customers in developing a
customized product support package to meet individual operator needs at
service entry. [*].






	 	b.	 	At no charge to Embraer, Buyer’s Customers shall provide such FSR
(hereinafter defined as “Embraer Rep”) with communication services (international
telephone line, facsimile, internet service and photocopy equipment) as well as
suitable secure and private office facilities and related equipment including desk,
table, chairs and file cabinet, located at each of Buyer’s Customers’ main base of
operation or other location as may be mutually agreed by the Parties. Buyer will ask
Buyer’s Customers to (a) arrange all necessary work permits and airport security
clearances required for Embraer Rep, to permit the accomplishment of the Services
mentioned in this item 2.3.2, in due time; and (b) obtain all necessary custom
clearances both to enter and depart from Buyer’s Customers’ country for Embraer’s Rep
and their personal belongings and professional tools.







 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 7 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE






	 	c.	 	During the stay of the Embraer Rep at Buyer’s Customers’ facilities,
Buyer’s Customers shall permit access to the maintenance and operation facilities as
well as to the data and files of each Buyer’s Customer’s Aircraft fleet.
	 
	 	d.	 	Embraer shall bear all expenses of the Embraer Rep, including without
limitation transportation, board and lodging, while the Embraer Rep is rendering such
on site support at each Buyer’s Customers’ main facility or other location as may be
mutually agreed by the parties. Buyer’s Customers shall bear all expenses related to
the transportation, board & lodging of the Embraer Rep in the event any Embraer Rep
is required to render the Services provided for herein in any place other than
[*] or other location as may be mutually agreed by the parties.
	 
	 	e.	 	The Embraer Rep shall not participate in test flights or flight
demonstrations without the previous written authorization from Embraer.
	 
	 	f.	 	Buyer’s Customers shall include Embraer as additional insured in its
Hull and Comprehensive Airline Liability insurance policies in accordance with the
clauses contained in Exhibit “2” to this Attachment B. Buyer’s Customers shall
supply Embraer with a copy of such endorsements to the insurance policies within
forty eight (48) hours prior to the date of which the Services are to begin (and
prior to each renewal of Buyer’s Customer Hull and Comprehensive Airline Liability
insurance).
	 
	 	g.	 	The Parties further understand and agree that in the event Buyer elects
not to take all or any portion of the on site support provided for herein, no
refund or other financial adjustment of the Aircraft Basic Price will be made since
such on site support is offered at no charge to Buyer. Any other additional on site
support shall depend on mutual agreement between the Parties and shall be charged
by Embraer accordingly.







 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 8 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE






	 	h.	 	The presence of Embraer Rep shall be allowed exclusively in those areas related to
the subject matter hereof and Embraer agrees to hold harmless Buyer and Buyer’s
Customer from and against all and any kind of liabilities in respect of such Embraer
Rep to the extent permitted and required by law.
	 
	 	i.	 	Embraer may, at its own cost and without previous notice to Buyer or Buyer’s
Customer, substitute at its sole discretion the Embraer Reps rendering the Services
with another Embraer Rep that is equally qualified, at any time during the period
in which Services are being rendered.
	 
	 	j.	 	The rendering of the Services by Embraer’s Rep shall, at all times, be
carried out in compliance with the applicable labor legislation of the country from
where the company employing the Embraer Rep is located.
	 
	 	k.	 	During the rendering of the Services, while on the premises of Buyer’s
Customers, Embraer Reps shall strictly follow the administrative routines and
proceedings of Buyer’s Customers, which shall have been expressly and clearly
informed to Embraer Reps upon their arrival at said premises.
	 
	 	l.	 	Embraer shall have the right to interrupt the rendering of the Services
(i) should any situation occur which, at the sole discretion of Embraer, could
represent a risk to the safety or health of Embraer Reps or (ii) upon the
occurrence of any of the following events: strike, insurrection, labor disruptions
or disputes, riots, or military conflicts. Upon the occurrence of such an
interruption, Embraer shall resume the rendering of the Services for the remainder
period immediately after having been informed by Buyer’s Customer, in writing, of
the cessation thereof. No such interruption in the rendering of the Services shall
give reason for the extension of the Services beyond the periods identified above.






	2.3.3	 	Account Manager






Embraer shall assign non-dedicated Account Managers to support Buyer and Buyer’s
Customers shortly after execution of the Purchase Agreement and to support the
operations of all Aircraft in revenue service for passenger transportation. The Account
Manager will be responsible for coordinating all product support related actions of
Embraer aiming to assure a smooth Aircraft introduction into service and, thereafter,
for concentrating and addressing all issues concerning the operation of the Aircraft by
Buyer or Buyer’s Customers. A team composed of regional technical representatives,
regional spare parts representatives and regional field engineers, as necessary and
applicable, shall support the Account Manager.




As Buyer will be leasing the Aircraft to Buyer’s Customers, then to the extent





 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 9 of 10






 









 






ATTACHMENT B1 — [*] SUPPORT PACKAGE






that any of Buyer’s Customers will avail themselves of any of the Product Support
Package, Buyer will have Buyer’s Customers agree in form and substance reasonably
satisfactory to Embraer that, to the extent permitted by law, such Buyer’s Customer will
indemnify and hold harmless Embraer and Embraer’s officers, agents, employees and
assignees from and against all liabilities, damages, losses, judgments, claims and
suits, including costs and expenses incident thereto, which may be suffered by, accrued
against, be charged to or recoverable from Embraer and/or Embraer’s officers, agents,
employees and assignees by reason of loss or damage to property, including the Aircraft,
or by reason of injury or death of any person resulting from or in any way connected
with the performance of services by employees, representatives or agents of Embraer for
or on behalf of Buyer’s Customer related to Aircraft delivered by Embraer to such
Buyer’s Customer, including, but not limited to, the Services and any other services
such as technical operations, maintenance, and training services and assistance
performed while on the premises of Embraer or Buyer’s Customer, while in flight on the
relevant Aircraft or while performing any such activities, at any place, in conjunction
with the operations of such Aircraft (collectively referred to as “Indemnified
Services”) but for those liabilities, damages, losses, judgments, claims and suits which
are caused by the gross negligence or the willful misconduct of Embraer officers,
employees or directors, in rendering the Indemnified Services. If Buyer fails to obtain
such indemnity from any Buyer’s Customer, or if Buyer requests that Embraer perform
services for Buyer, then Buyer shall be responsible to provide this indemnity to Embraer
for the relevant Aircraft and relevant services.




	2.3.4	 	Technical and Engineering Support






Embraer shall provide remote technical and engineering support services, twenty-four
(24) hours a Day and seven (7) Days a week, for airframe and systems. This service may
be accessed by phone, fax and e-mail at the main facilities of Embraer and is designed
to support daily operations of the Aircraft by Buyer’s Customers by assisting Buyer or
Buyer’s Customers with the identification and investigation of the causes of in-services
issues and during AOG situations, as required. This service is offered at no charge to
Buyer and Buyer’s Customer within such scope and is available for as long as the
Aircraft continues to operate in regular passenger revenue service.




	 	 	Technical and engineering support is also available to assist Buyer and/or Buyer’s
Customers in performing structural repairs on the Aircraft. Such assistance consists of
the analysis of damage reports submitted by Buyer or Buyer’s Customers, preparation of
instructions for repair in accordance with structural repair standard of Embraer. This
support shall be provided [*] the then current rates for engineering services
in accordance with Embraer price list.







 




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





			
	 	 	 
	Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 10 of 10







 











 





EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS





The technical publications covering Aircraft operation and maintenance shall be delivered to Buyer
or Buyer’s Customer in accordance with the following list:




SET OF PUBLICATIONS (HARD COPY OR CD-PDF FORMAT) — QUANTITY:




	 	 	 	 	 
	OPERATIONAL SET (*)	 	CDROM	 
	1. Airplane Flight Manual (AFM)
	 	 	1(**	)
	2. Weight & Balance Manual (WB)
	 	 	1(**	)
	3. Airplane Operations Manual (AOM)
	 	 	1(**	)
	4. Quick Reference Handbook (QRH)
	 	 	1(**	)
	5. Dispatch Deviation Procedures Manual (DDPM)
	 	 	1(**	)
	6. Standard Operating Procedures Manual (SOPM)
	 	 	1(**	)
	7. Flight Attendant Manual (FAM)
	 	 	1(**	)
	8. Operational Bulletins Set (OB)
	 	 	1(**	)
	9. Master Minimum Equipment List(MMEL)(Non-FAA operators only)
	 	 	1(**	)





Note: In case of CD version, the full operational set above
shall be recorded in a single CD disc named “Digital Operation
Publications — DOP.




	 	 	 	 	 
	MAINTENANCE SET
	 	 	 	 
	10. Aircraft Maintenance Manual — AMM Part I (SDS)
	 	 	1(**	)
	11. Aircraft Maintenance Manual — AMM Part II (MPP)
	 	 	1(**	)
	12. Aircraft Illustrated Parts Catalog (AIPC)
	 	 	1(**	)
	13. Fault Isolation Manual (FIM)
	 	 	1(**	)
	14. Maintenance Planning Document (MPD)
	 	 	1(**	)
	15. Wiring Manual (WM)
	 	 	1(**	)
	16. Service Bulletins Set (SB)
	 	 	1(**	)
	17. Service Newsletters (SNL)
	 	 	1(**	)
	18. Parts Information Letter (PIL)
	 	 	1(**	)
	19. Structural Repair Manual — Part I (SRM)
	 	 	1(**	)
	20. Structural Repair Manual — Part II (SRM)
	 	 	1(**	)
	21. Corrosion Prevention Manual (CPM)
	 	 	1(**	)
	22. System Schematic Manual (SSM)
	 	 	1(**	)
	23. Instructions for Ground Fire Extinguishing and Rescue (IGFER)
	 	 	1(**	)
	24. Airport Planning Manual (APM)
	 	 	1(**	)
	25. Illustrated Tool and Equipment Manual (ITEM)
	 	 	1(**	)
	26. Vendor Service Publications Set (if available; supplied directly by the Vendors)
	 	 	1(**	)
	27. Embraer Component Maintenance Manual (CMM)
	 	 	1(**	)








 




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





			
	 	 	 
	Ex. 1 to Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 1 of 2






 









 






EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS






	 	 	 	 	 

	28. Nondestructive Testing Manual (NDT)
	 	 	1(**	)
	29. Maintenance Review Board Report (MRB)
	 	 	1(**	)
	30. Maintenance Facility and Equipment Planning (MFEP)
	 	 	1(**	)
	31. Aircraft Recovery Manual (ARM)
	 	 	1(**	)
	32. Consumable Products Catalog (CPC)
	 	 	1(**	)
	33. Standard Wiring Practices Manual (SWPM)
	 	 	1(**	)
	34. Task Card System (TCS) (available only in CD-pdf)
	 	 	1(**	)
	35. Standards Manual (SM) (available only in CD-pdf)
	 	 	1(**	)







	Note: (*)One extra hard copy of the Operational Publications will be supplied on board of each
Aircraft.)
	 
	(**) One extra copy of every CDROM shall be provided, upon request pursuant to Article 2.2.1







 




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





			
	 	 	 
	Ex. 1 to Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 2 of 2






 









 






EXHIBIT 2 — SPECIAL INSURANCE CLAUSES





Buyer’s Customer shall include the following clauses in its Hull and Comprehensive Airline
Liability insurance policies:





	a)	 	Hull All Risks Policy, including War, Hi-jacking and Other Perils.
	 
	 	 	“It is hereby understood and agreed that Insurers agree to waive rights of subrogation
against Embraer S. A. including any business entity owned by or subsidiaries to Embraer, and
all partners, executive officers, employees and stock holders with regard to the insured
Aircraft.
	 
	 	 	This endorsement shall not operate to prejudice Insurer’s rights of recourse against Embraer
as manufacturer, where such right of recourse might exist because of egregious misconduct,
including, reckless, willful or intentional misconduct of Embraer as manufacturer of the
Aircraft and had this endorsement not been effected under this Policy.”
	 
	b)	 	Comprehensive Airline Liability Policy of not less than USD 500,000,000.00 (Five Hundred Million
Dollars) each occurrence, each Aircraft and in the aggregate.
	 
	 	 	“It is hereby understood and agreed that Embraer S. A. including any business entity owned
by or subsidiaries to Embraer, and all partners, executive officers, employees and stock
holders, are added as an Additional Insured with respect to the services or Services to be
provided pursuant to this Agreement or its Attachments.
	 
	 	 	This endorsement does not provide coverage for Embraer with respect to claims arising out of
its legal liability as manufacturer and shall not operate to prejudice Insurer’s right of
recourse against Embraer in the event of egregious misconduct, including, reckless, willful
or intentional misconduct of Embraer in the performance of the services or Services to be
provided pursuant to this Agreement or its Attachments.”
	 
	c)	 	Notwithstanding anything to the contrary as specified in the Policy or any endorsement
thereof, the coverage stated in paragraphs a) and b) above, shall not be cancelled or modified
by the Insurer, without 30 Days advance written notice to Embraer to such effect.




This Endorsement attaches to and forms part of Policy No. ______________, and is effective from the
____ day of ______, 200___.




			
	 	 	 
	Ex. 2 to Att. “B1” to Am. No. 1 to Purchase Agreement COM0188-10
	 	Page 1 of 1






 









 






ATTACHMENT “D”

[*]





[*]






 




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





			
	 	 	 
	Attachment “D” to Amendment 1 to Purchase Agreement COM0188-10
	 	Page 1 of 2






 









 






ATTACHMENT “D”

[*]





[*]






 




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





			
	 	 	 
	Attachment “D” to Amendment 1 to Purchase Agreement COM0188-10
	 	Page 2 of 2