exv10w26






EXHIBIT 10.26

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




AMENDMENT No. 2 TO

PURCHASE AGREEMENT COM0188-10





This Amendment No. 2 to the Purchase Agreement COM0188-10, dated as of February 11, 2011 (“Amendment
No. 2”) 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. 2 is between Embraer and
Buyer, collectively referred to herein as the “Parties”.



This Amendment No. 2 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. 2 which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 2 and the Purchase Agreement, the terms, conditions and provisions of this Amendment
No. 2 shall control.



WHEREAS, this Amendment No. 2 sets forth additional agreements between Embraer and Buyer relative to
(i) the purchase of five (5) additional EMBRAER 190 Aircraft and five (5) EMBRAER 175 and (ii) a
separate restatement of Attachment B.



WHEREAS, [*].



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




1. DEFINITIONS



The definition in Article 1.1.4 shall be deleted and replaced by the following:



“1.1.4 “Aircraft”: shall mean an EMBRAER 190 Aircraft or an EMBRAER 175 Aircraft, as defined
below, and where the context requires all of such Aircraft





	 	(i)	 	“EMBRAER 190 Aircraft”: shall mean the EMBRAER 190 LR (certification designation ERJ
190-100 LR) aircraft manufactured by Embraer according to Attachment “A”, for sale to Buyer
pursuant to this Agreement, equipped with two engines identified therein (or, where there
is more than one of such aircraft, each of such aircraft).
	 
	 	(ii)	 	“EMBRAER 175 Aircraft”: shall mean the EMBRAER 175 STD (certification designation ERJ
170-200 STD) aircraft manufactured by Embraer according to Attachment “A2”, for sale to
Buyer pursuant to this Agreement, equipped with two engines identified therein (or, where
there is more than one of such aircraft, each of such aircraft).







 




			
	*	 	Confidential material omitted and filed
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for confidential treatment.





			
	 	 	 
	Amendment No. 2 to Purchase Agreement COM0188-10 
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2. SUBJECT



Article 2.1 of the Purchase Agreement shall be deleted and replaced by the following:



“2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of twenty (20)
EMBRAER 190 Aircraft and five (5) EMBRAER 175 Aircraft;”




3. [*] CONFIGURATION AND SUPPORT



2.1 The [*], as described in Attachment “A2” attached to this Amendment No. 2 which shall be
incorporated into the Purchase Agreement as Attachment “A2”. In respect of the [*], all references
in the Purchase Agreement to Attachment “A” shall be deemed to be a reference to Attachment “A2”.



2.2 The [*] as described in Attachment “B2” attached to this Amendment No. 2, which shall be
incorporated into the Purchase Agreement as Attachment “B2”. In respect of the [*], all references
in the Purchase Agreement to Attachment “B” shall be deemed to be references to Attachment “B2”.
Attachment “B” shall not apply to [*]. Any reference to the term “Aircraft” in the Attachment “B2”
shall be deemed to be a reference to the [*].




4. PRICE



4.1 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:




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





4.2 A new item 3.4 is hereby added to Article 3, as follows:



“3.4 [*]






 




			
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separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.





			
	 	 	 
	Amendment No. 2 to Purchase Agreement COM0188-10 
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5. 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:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A/C	 	Contractual Delivery Date	 	A/C Model	 	[*]	 	A/C	 	Contractual Delivery Date	 	A/C Model	 	[*]
	01
	 	 	[*] 11	 	 	 	[*]	 	 	 	[*]	 	 	 	14	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	02
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	15	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	03
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	16	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	04
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	17	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	05
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	18	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	06
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	19	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	07
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	20	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	08
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	21	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	09
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	22	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	10
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	23	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	11
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	24	 	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 
	12
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	25	 	 	 	[*] 12	 	 	 	[*]	 	 	 	[*]	 
	13
	 	 	[*]	 	 	 	[*]	 	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





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.”




6. RESTATED ATTACHMENT B [*]



The Parties agree [*] Attachment B to the Purchase Agreement. As a consequence the
Attachment “B” to the Purchase Agreement is hereby deleted and replaced with a restated Attachment
“B”, attached to this Amendment No. 2, which shall be incorporated into the Purchase Agreement as a
restated Attachment “B”.




7. 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






 




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





			
	 	 	 
	Amendment No. 2 to Purchase Agreement COM0188-10 
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amended or modified by this Amendment No. 2 shall remain valid in full force and effect without any
change.



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




	 	 	 	 	 	 	 	 	 	 	 

	EMBRAER S. A.	 	 	 	AIR LEASE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Paulo Cesa de Souza e Silva
 

	 	 
	 	By
	 	/s/ Grant Levy
 

	 	 
	Name: Paulo Cesa de Souza e Silva	 	 	 	Name: Grant Levy	 	 
	Title: Executive Vice-President 

         Airline Market	 	 	 	Title: Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ José Luis D’Avila Molina 

	 	 	 	 	 	 	 	 
	Name: José Luis D’Avila Molina	 	 	 	 	 	 	 	 
	Title: Vice President, Contracts 

         Airline Market	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: February 11, 2011	 	 	 	Date: February 11, 2011	 	 
	Place: São José dos Campos, SP 

          Brazil	 	 	 	Place: Los Angeles, CA, USA	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Witness:

	 	/s/ Claudiana Bueno
 

	 	 
	 	Witness:
	 	/s/ Kelli Fleming
 

	 	 
	Name: Claudiana Bueno	 	 	 	Name: Kelli Fleming	 	 






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







 











 





ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/E190 [*])







	1.	 	STANDARD AIRCRAFT






	 	 	The EMBRAER 175 Aircraft shall be manufactured according to (i) the standard configuration
specified in the Technical Description TD 175 — Rev. 15, July 2010, which although not attached
hereto, is incorporated herein by reference, and (ii) the characteristics described in the items
below.






	 	 	The EMBRAER 190 Aircraft shall be manufactured according to (i) the standard configuration
specified in the Technical Description TD 190 — Rev. 14 July 2010, which although not attached
hereto, is incorporated herein by reference, and (ii) the characteristics described in the items
below.






	2.	 	OPTIONAL EQUIPMENT:






	 	 	The EMBRAER 175 Aircraft and the EMBRAER 190 Aircraft will also be fitted with the following
options selected by Buyer, as described in the Options Guide OG 170/190 Family — Rev. 24, July
2010, which although not attached hereto, is incorporated herein by reference.






	 	 	2.1 EMBRAER175






	 	 	[*]







 




			
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separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 1 of 7






 









 






ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/E190 [*])






	 	 	2.2 EMBRAER 190






	 	 	[*]







 




			
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separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 2 of 7






 









 






ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/E190 [*])






	 	 	[*]







 




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





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 3 of 7






 









 






ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/E190 [*])






	 	 	[*]







 




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





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 4 of 7






 









 






ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/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.






	 	 	[*]







 




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





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 5 of 7






 









 






ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/E190 [*])






	3.2	 	INTERIOR FINISHING:






	 	 	Buyer shall inform Embraer during the customer check list definition (“CCL”), to be held
[*].






	 	 	[*]






	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.






	 	 	Unless otherwise timely agreed by the Parties, Buyer shall deliver to Embraer one full set
of galley inserts (such as coffee makers, water boilers, ovens) as BFE to be installed and
delivered in the first Aircraft. For the second Aircraft and on, these galley inserts shall
be considered BIE, therefore these Aircraft shall be delivered with provisions only.
Trolleys and Standard Units shall be considered as BIE items for all Aircraft.






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






	3.4	 	EMBRAER RIGHT TO PERFORM FOR BUYER:






	 	 	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 Offer 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







 




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





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 6 of 7






 









 






ATTACHMENT “A2”

AIRCRAFT CONFIGURATION (E175/E190 [*])






	 	 	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 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 inoperative transponder and without setting the ELT
protocol coding 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 “A” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS
ATTACHMENT “A” SHALL PREVAIL.






 




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





			
	 	 	 
	Attachment “A2” to Amendment 2 to PA COM0188-10
	 	Page 7 of 7







 











 





FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT 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 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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 1 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE






	 	 	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
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







 




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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 2 of 10






 









 







FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE







	 	 	any event not less than [*] Days 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 “B” (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 web-based
FlyEmbraer portal, conditional to the execution of a license







 




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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 3 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE






	 	 	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 [*] 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.







 




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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 4 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE







	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 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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 5 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE






	 	 	 	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 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 [*] 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 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.





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 6 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT 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 [*] 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.





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 7 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT 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.
	 
	 	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.







 




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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 8 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE






	 	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 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




			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 9 of 10






 









 






FIRST RESTATEMENT OF ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE





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 Customer swith 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.






	2.4	 	[*]







 




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





			
	 	 	 
	Attachment “B” to Purchase Agreement COM0188-10 1st Restatement
	 	Page 10 of 10






 









 






EXHIBIT 1 — LIST OF TECHNICAL PUBLICATIONS





The technical publications covering Aircraft operation and maintenance shall be delivered to Buyer
or Buyers’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(**)
	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





Exhibit 1 to Attachment B to Purchase Agreement COM0188-10 — 1st Restatement Page 1 of 1




 









 






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. (Embraer) 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. (Embraer) 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______.




Exhibit 2
to Attachment B to Purchase Agreement COM0188-10 — 1st
Restatement Page 1 of 1





 











 





ATTACHMENT B2 — [*] 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




There will not be any product support package to be provided by Embraer under this Agreement with
relation to the [*] Aircraft, except the following:





	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






 




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





			
	 	 	 
	Att. “B2” to Amendment No. 2 to Purchase Agreement COM0188-10
	 	Page 1 of 4






 









 






ATTACHMENT B2 — [*] SUPPORT PACKAGE





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 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.	 	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.






 




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





			
	 	 	 
	Att. “B2” to Amendment No.2 to Purchase Agreement COM0188-10
	 	Page 2 of 4






 









 






ATTACHMENT B2 — [*] SUPPORT PACKAGE






	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 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. [*].





	2.3.	 	SERVICES




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






 




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





			
	 	 	 
	Att. “B2” to Amendment No. 2 to Purchase Agreement COM0188-10
	 	Page 3 of 4






 









 






ATTACHMENT B2 — [*] SUPPORT PACKAGE





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. “B2” to
Amendment No. 2 to Purchase Agreement COM0188-10
	 	Page 4 of 4






 









 






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(**)
	28. Nondestructive Testing Manual (NDT)

	 	1(**)








 




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





			
	 	 	 
	Ex. 1 to Att. “B2” to Am. No. 2 to Purchase Agreement COM0188-10
	 	Page 1 of 2






 









 






EXHIBIT 1 — LIST OF [*] TECHNICAL PUBLICATIONS





MAINTENANCE SET




	 	 	 

	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. “B2” to Am. No. 2 to Purchase Agreement COM0188-10
	 	Page 2 of 2






 









 






AMENDMENT No. 1 TO

LETTER AGREEMENT COM0189-10





This Amendment No. 1 to the Letter Agreement COM0189-10, dated as of February 11, 2011 (“Amendment
No. 1”) relates to the Letter Agreement COM0189-10 (the “Letter 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 Letter 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 and Letter Agreement. In the event of any
conflict between this Amendment No. 1 and the Purchase Agreement and Letter Agreement, the terms,
conditions and provisions of this Amendment No. 1 shall control.



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



1. [*]



2. The provisions of Articles 18, 19, 28, 29, 30 and 31 of the Purchase Agreement apply mutatis
mutandis. All other provisions of the Letter 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.




[Intentionally left blank]






 




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





			
	 	 	 
	Amendment No. 1 to Letter Agreement COM0189-10
	 	Page 1 of 2






 









 




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




	 	 	 	 	 	 	 	 	 	 	 

	EMBRAER S. A.	 	AIR LEASE CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Paulo Cesa de Souza e Silva
	 	By
	 	/s/ Grant Levy	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Paulo Cesa de Souza e Silva
	 	Name:
	 	Grant Levy	 	 	 	 
	Title:

	 	Executive Vice-President Airline Market
	 	Title:
	 	Executive Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ José Luis D’Avila
Molina	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name: 

Title:

	 	José Luis D’Avila Molina 

Vice President, Contracts
Airline Market	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	February 11, 2011
	 	Date:
	 	February 11, 2011	 	 	 	 
	Place:

	 	São José dos Campos, SP Brazil
	 	Place:
	 	Los Angeles, CA, USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Witness:

	 	/s/ Claudiana Bueno
	 	Witness:
	 	/s/ Kelli Fleming	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Claudiana Bueno
	 	Name:
	 	Kelli Fleming	 	 	 	 






			
	 	 	 
	Amendment No. 1 to Letter Agreement COM0189-10
	 	Page 2 of 2