Amendment No. 16 to Purchase Agreement DCT-014/2004 by and between Embraer
      and Republic Airline


    
      	
              EXHIBIT
                10.1

            
	
              CONFIDENTIAL
                TREATMENT

            
	
              REQUESTED
                PURSUANT TO RULE 24b-2

            
	 
	Certain
              portions of this exhibit have been omitted pursuant to a request for
              confidential treatment under Rule 24b-2 of the Securities Exchange
              Act of
              1934. The omitted materials have been filed separately with the Securities
              and Exchange Commission.


    

     

    CONFIDENTIAL

     

    AMENDMENT
      No. 16 TO PURCHASE AGREEMENT DCT-014/2004

     

    This
      Amendment No. 16 to Purchase Agreement DCT-014/2004, dated as of July 21, 2006
      (“Amendment No. 16”) relates to the Purchase Agreement DCT-014/2004 (the
“Purchase Agreement”) between Embraer - Empresa Brasileira de Aeronáutica S.A.
      (“Embraer”) and Republic Airline Inc. (“Buyer”) dated March 19, 2004 as amended
      from time to time (collectively referred to herein as “Agreement”). This
      Amendment No. 16 is between Embraer and Buyer, collectively referred to herein
      as the “Parties”.

    


    This
      Amendment No. 16 sets forth additional agreements between Embraer and Buyer
      relative to Buyer’s exercise of an assigned option to purchase thirty (30)
      Embraer 175 model aircraft.


    


    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.
      16,
      which are not defined herein shall have the meaning given in the Purchase
      Agreement. In the event of any conflict between this Amendment No. 16 and the
      Purchase Agreement the terms, conditions and provisions of this Amendment No.
      16
      shall control. 

    


    WHEREAS, 

    


    In
      connection with an amendment to the jet service agreement between US Airways,
      Inc., and Buyer, US Airways Group desires to assign to Buyer, and Buyer desires
      to accept the assignment of, an option to purchase thirty (30) EMBRAER 175
      model
      aircraft (the “US Airways 175 Option”) held by US Airways Group pursuant to
      Amended and Restated Purchase Agreement DCT-021/03 between US Airways Group
      and
      Embraer (the “US Airways Purchase Agreement”);

    


    Embraer
      is willing to consent to the assignment of such option pursuant to the Option
      Aircraft Conversion, Purchase Right Assignment and Manufacturer’s Consent dated
      as of July 21, 2006, among US Airways Group, Buyer and Embraer (the “US Airways
      175 Assignment”) if, immediately upon execution of such assignment, Buyer
      exercises such option and agrees to purchase such aircraft as additional firm
      order EMBRAER 175 Aircraft pursuant to the Agreement; and

    


    In
      connection with the Parties’ agreement above mentioned, the Parties have now
      agreed to amend the Purchase Agreement as provided for below:

    


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

     

    
      	1.
                	
              Definitions

            


    

    


    
      	1.1  	
              Article
                1.4 of the Purchase Aircraft shall be deleted and replaced by the
                following:

            


    

     

    
      	
               “1.4
                

            	Aircraft: shall mean an EMBRAER 170
              Aircraft
              or EMBRAER 175 Aircraft, as defined below, and where the context requires
              all of such Aircraft. Aircraft shall include Firm Aircraft, Conditional
              and Option Aircraft unless expressly provided to the contrary. ***


    

     

    
      	
                  1.4.1

            	EMBRAER 170
              Aircraft:
              shall
              mean the EMBRAER 170 LR aircraft (certification designation ERJ 170-100
              LR) (the "EMBRAER 170 Aircraft") or, where there is more than one
              of such Aircraft, each of the EMBRAER 170 Aircraft, manufactured by
              Embraer for sale to Buyer pursuant to this Agreement according to the
              Preliminary Technical Description PTD 170
              -
              Rev.4 dated as of May 2003 (which, although not attached
              hereto, is incorporated herein by reference) and the Aircraft
              configuration described in Attachment "A", and as may be amended from
              time
              to time
              as
              specified in Article 11.
	
                  1.4.2 

            	 

              EMBRAER
                175 Aircraft: shall mean the EMBRAER 175 LR (certification designation
                ERJ
                170-200 LR) (the "EMBRAER 175 Aircraft") or, where there is more
                than one
                of such Aircraft, each of the EMBRAER 175 Aircraft, manufactured
                by
                Embraer for sale to Buyer pursuant to this Agreement according to
                the
                Preliminary Technical Description PTD 175 - Rev.4 dated as of May
                2003
                (which, although not attached hereto, is incorporated herein by reference)
                and the Aircraft configuration described in Attachment "A-1" for
                the
                Aircraft
                listed in the table containing the delivery schedule in Article 5.1
                of the
                Purchase Agreement with the designations “E175” and “*** ” (the “ ***175
                Aircraft”)
                and Attachment “A-2” for the Aircraft listed
                in the table containing the delivery schedule in Article 5.1 of the
                Purchase Agreement with the designations “E175” and “*** ” (the “ ***175
                Aircraft”),
                and as may be amended from time to time as specified in Article 11.”
                

            


    

    
      	 	 


      	2.
                	
              Subject:
                

            


    

    


    
      	
              2.1

            	
              Buyer
                hereby exercises the ***175 Option and agrees to purchase the thirty
                (30)
                aircraft that are the subject of such option as additional firm order
                EMBRAER 175 Aircraft #49 to #78 on the terms and subject to the conditions
                of the Agreement.

            


    

    


    
      	
              2.2

            	
              Article
                2 of the Purchase Agreement is hereby deleted and replaced as
                follows:

            


      	 	 


      	 	“Subject to the terms and conditions of this
              Agreement: 


      	 	 


      	 	2.1
              Embraer shall sell and deliver and Buyer shall purchase and take delivery
              of forty-eight (48) EMBRAER 170 Aircraft and thirty (30) EMBRAER 175
              Aircraft ***;


      	 	 


      	 	2.3 Embraer
              shall provide to Buyer the Services and the Technical Publications;
              and


      	 	 


      	 	2.4 Buyer
              shall have the option to purchase up to seventy-five (75) Option EMBRAER
              170 Aircraft, in accordance with Article 23.” 


    

    _____________

    ***Confidential

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
      	3.
                	
              Price

            


      	 	 


    

    
      	
               3.1 

            	Article
              3.1 of the Purchase Agreement is hereby deleted and replaced by the
              following:
	 	 
	 	“3.1 Buyer agrees to pay Embraer, subject
              to
              the terms and conditions of this Agreement, in United States dollars,
              the
              following amount per unit Basic Prices: 


    

     

    


    
      	
               

              Aircraft

            	
               

              Aircraft
                Basic Price

            	
               

              Economic
                Condition

            
	
               

              ***
                

            	
               

              ***

            	
               

              ***

            


    

    


    
      	4.
                	
              Payment:

            


    

    
       

      
        	
                 4.1

              	The third sentence of the first paragraph
                of
                Article 4.1 is hereby deleted and replaced as follows:
	 	 
	 	“Buyer has already paid to Embraer
                prior to
                the execution of Amendment No. 16 to this Agreement a *** initial
                deposit
                (the “Initial Deposit”) per Firm Aircraft on order prior thereto and ***,
                and ***.” 


      

         

      
        	
                 4.2


              	The penultimate sentence of the last
                paragraph of Article 4.1 is hereby deleted and replaced as
                follows:
	 	 
	 	 “Any
                progress payment for *** that would otherwise be due *** shall be
                due
                ***.”


      

        

    

    ___________

    ***Confidential

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      CONFIDENTIAL

    

     

    
      	 5.	Firm Aircraft: 


    

      

    
      	
                 5.1

            	Delivery: The table containing the delivery
              schedule in Article 5.1 of the Purchase Agreement is hereby deleted
              in its
              entirely and replaced with the following:


    

    
 

    
      	
              Firm
                A/C

            	
              Delivery
                Month

            	
              ***

            	
              ***

            	
              Firm
                A/C

            	
              Delivery
                Month

            	
              ***

            	
              ***

            
	
              1

            	
              Sep
                2004

            	
              ***

            	
              ***

            	
              42

            	
              ***

            	
              ***

            	
              ***

            
	
              2

            	
              ***

            	
              ***

            	
              ***

            	
              43

            	
              ***

            	
              ***

            	
              ***

            
	
              3

            	
              ***

            	
              ***

            	
              ***

            	
              44

            	
              ***

            	
              ***

            	
              ***

            
	
              4

            	
              ***

            	
              ***

            	
              ***

            	
              45

            	
              ***

            	
              ***

            	
              ***

            
	
              5

            	
              ***

            	
              ***

            	
              ***

            	
              46

            	
              ***

            	
              ***

            	
              ***

            
	
              6

            	
              ***

            	
              ***

            	
              ***

            	
              47

            	
              ***

            	
              ***

            	
              ***

            
	
              7

            	
              ***

            	
              ***

            	
              ***

            	
              48

            	
              ***

            	
              ***

            	
              ***

            
	
              8

            	
              ***

            	
              ***

            	
              ***

            	
              49

            	
              ***

            	
              ***

            	
              ***

            
	
              9

            	
              ***

            	
              ***

            	
              ***

            	
              50

            	
              ***

            	
              ***

            	
              ***

            
	
              10

            	
              ***

            	
              ***

            	
              ***

            	
              51

            	
              ***

            	
              ***

            	
              ***

            
	
              11

            	
              ***

            	
              ***

            	
              ***

            	
              52

            	
              ***

            	
              ***

            	
              ***

            
	
              12

            	
              ***

            	
              ***

            	
              ***

            	
              53

            	
              ***

            	
              ***

            	
              ***

            
	
              13

            	
              ***

            	
              ***

            	
              ***

            	
              54

            	
              ***

            	
              ***

            	
              ***

            
	
              14

            	
              ***

            	
              ***

            	
              ***

            	
              55

            	
              ***

            	
              ***

            	
              ***

            
	
              15

            	
              ***

            	
              ***

            	
              ***

            	
              56

            	
              ***

            	
              ***

            	
              ***

            
	
              16

            	
              ***

            	
              ***

            	
              ***

            	
              57

            	
              ***

            	
              ***

            	
              ***

            
	
              17

            	
              ***

            	
              ***

            	
              ***

            	
              58

            	
              ***

            	
              ***

            	
              ***

            
	
              18

            	
              ***

            	
              ***

            	
              ***

            	
              59

            	
              ***

            	
              ***

            	
              ***

            
	
              19

            	
              ***

            	
              ***

            	
              ***

            	
              60

            	
              ***

            	
              ***

            	
              ***

            
	
              20

            	
              ***

            	
              ***

            	
              ***

            	
              61

            	
              ***

            	
              ***

            	
              ***

            
	
              21

            	
              ***

            	
              ***

            	
              ***

            	
              62

            	
              ***

            	
              ***

            	
              ***

            
	
              22

            	
              ***

            	
              ***

            	
              ***

            	
              63

            	
              ***

            	
              ***

            	
              ***

            
	
              23

            	
              ***

            	
              ***

            	
              ***

            	
              64

            	
              ***

            	
              ***

            	
              ***

            
	
              24

            	
              ***

            	
              ***

            	
              ***

            	
              65

            	
              ***

            	
              ***

            	
              ***

            
	
              25

            	
              ***

            	
              ***

            	
              ***

            	
              66

            	
              ***

            	
              ***

            	
              ***

            
	
              26

            	
              ***

            	
              ***

            	
              ***

            	
              67

            	
              ***

            	
              ***

            	
              ***

            
	
              27

            	
              ***

            	
              ***

            	
              ***

            	
              68

            	
              ***

            	
              ***

            	
              ***

            
	
              28

            	
              ***

            	
              ***

            	
              ***

            	
              69

            	
              ***

            	
              ***

            	
              ***

            
	
              29

            	
              ***

            	
              ***

            	
              ***

            	
              70

            	
              ***

            	
              ***

            	
              ***

            
	
              30

            	
              ***

            	
              ***

            	
              ***

            	
              71

            	
              ***

            	
              ***

            	
              ***

            
	
              31

            	
              ***

            	
              ***

            	
              ***

            	
              72

            	
              ***

            	
              ***

            	
              ***

            
	
              32

            	
              ***

            	
              ***

            	
              ***

            	
              73

            	
              ***

            	
              ***

            	
              ***

            
	
              33

            	
              ***

            	
              ***

            	
              ***

            	
              74

            	
              ***

            	
              ***

            	
              ***

            
	
              34

            	
              ***

            	
              ***

            	
              ***

            	
              75

            	
              ***

            	
              ***

            	
              ***

            
	
              35

            	
              ***

            	
              ***

            	
              ***

            	
              76

            	
              ***

            	
              ***

            	
              ***

            
	
              36

            	
              ***

            	
              ***

            	
              ***

            	
              77

            	
              ***

            	
              ***

            	
              ***

            
	
              37

            	
              ***

            	
              ***

            	
              ***

            	
              78

            	
              Jul
                2008

            	
              ***

            	
              ***

            
	
              38

            	
              ***

            	
              ***

            	
              ***

            	 	 	 	 
	
              39

            	
              ***

            	
              ***

            	
              ***

            	 	 	 	 
	
              40

            	
              ***

            	
              ***

            	
              ***

            	 	 	 	 
	
              41

            	
              ***

            	
              ***

            	
              ***

            	 	 	 	 


    

    


    ___________


    ***
      Confidential

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    
      	 	***
	 	 
	6.	***:
              *** is hereby amended by deleting *** and replacing it with
              ***.
	 	 
	
              7.

            	
              Changes

            


    

     

    
      	
              7.1

            	
              The
                first paragraph of Article 11.1 is hereby deleted and replaced with
                the
                following:

            
	 	“At delivery
              each
              EMBRAER 170 Aircraft will comply with the standards defined in Attachment
              “A”, each EMBRAER 175 Aircraft will comply with the standards defined
              in
              Attachment “A-1” or Attachment “A-2”, as applicable, and each Aircraft
              shall incorporate all modifications which are classified as Airworthiness
              Directives (ADs) mandatory by CTA or FAA and shall also at the Actual
              Delivery Date incorporate any change agreed upon by Buyer and Embraer
              in
              accordance with this Article 11.”


    

     

    
      	
              7.2

            	
              Article
                11.6 is hereby amended by inserting in the first sentence after
                “Attachment ‘A’” the following “, Attachment ‘A-1’ or Attachment ‘A-2’, as
                applicable,”

            


    

     

    
      	
              7.3

            	
              Article
                11.7 is hereby amended by deleting the first sentence thereof and
                replacing it with the following:

            
	 	 
	 	“Except ***,
              should an
              EMBRAER 170 Aircraft not comply with the terms and conditions of
              Attachment “A” or an EMBRAER 175 Aircraft not comply with the terms and
              conditions of Attachment “A-1” or Attachment “A-2”, as applicable, Buyer
              shall be entitled to either ***.


    

     

    
      	
              8. 

            	Conditional Aircraft: Article
              22 of Purchase Agreement is no longer
              applicable.


    

     

    
      	9.	Option
              Aircraft


    

     

    
      	
               9.1

            	 The opening paragraph of Article 23
              and
              delivery schedule table of the Purchase Agreement are hereby deleted
              and
              replaced by the following:


    

      


    
      “Buyer
        shall have the option to purchase up to seventy-five (75) additional Option
        Aircraft, to be delivered on the last day of the applicable month set forth
        below or such earlier date in such month specified pursuant to Article 7.1:
        

       

    

    


    
      	
              Option
                A/C

            	
              Delivery
                Month

            	
              Option
                A/C

            	
              Delivery
                Month

            	
              Option
                A/C

            	
              Delivery
                Month

            
	
              1

            	
              Jul
                2008

            	
              26

            	
              ***

            	
              51

            	
              ***

            
	
              2

            	
              ***

            	
              27

            	
              ***

            	
              52

            	
              ***

            
	
              3

            	
              ***

            	
              28

            	
              ***

            	
              53

            	
              ***

            
	
              4

            	
              ***

            	
              29

            	
              ***

            	
              54

            	
              ***

            
	
              5

            	
              ***

            	
              30

            	
              ***

            	
              55

            	
              ***

            
	
              6

            	
              ***

            	
              31

            	
              ***

            	
              56

            	
              ***

            
	
              7

            	
              ***

            	
              32

            	
              ***

            	
              57

            	
              ***

            
	
              8

            	
              ***

            	
              33

            	
              ***

            	
              58

            	
              ***

            
	
              9

            	
              ***

            	
              34

            	
              ***

            	
              59

            	
              ***

            
	
              10

            	
              ***

            	
              35

            	
              ***

            	
              60

            	
              ***

            
	
              11

            	
              ***

            	
              36

            	
              ***

            	
              61

            	
              ***

            
	
              12

            	
              ***

            	
              37

            	
              ***

            	
              62

            	
              ***

            
	
              13

            	
              ***

            	
              38

            	
              ***

            	
              63

            	
              ***

            
	
              14

            	
              ***

            	
              39

            	
              ***

            	
              64

            	
              ***

            
	
              15

            	
              ***

            	
              40

            	
              ***

            	
              65

            	
              ***

            
	
              16

            	
              ***

            	
              41

            	
              ***

            	
              66

            	
              ***

            
	
              17

            	
              ***

            	
              42

            	
              ***

            	
              67

            	
              ***

            
	
              18

            	
              ***

            	
              43

            	
              ***

            	
              68

            	
              ***

            
	
              19

            	
              ***

            	
              44

            	
              ***

            	
              69

            	
              ***

            
	
              20

            	
              ***

            	
              45

            	
              ***

            	
              70

            	
              ***

            
	
              21

            	
              ***

            	
              46

            	
              ***

            	
              71

            	
              ***

            
	
              22

            	
              ***

            	
              47

            	
              ***

            	
              72

            	
              ***

            
	
              23

            	
              ***

            	
              48

            	
              ***

            	
              73

            	
              ***

            
	
              24

            	
              ***

            	
              49

            	
              ***

            	
              74

            	
              ***

            
	
              25

            	
              ***

            	
              50

            	
              ***

            	
              75

            	
              Sep
                2012

            


    

     

    


    
      	
               9.2


            	Article 23.1 is hereby deleted and replaced
              by the following:
	 	“23.1 To secure the Option Aircraft,
              Buyer
              has paid Embraer a *** deposit (the “Option Aircraft Deposit”) per Option
              Aircraft available under this Agreement prior to the execution of
              Amendment No. 16 to this Agreement, and Buyer shall pay to Embraer
              a
              refundable Option Aircraft Deposit for the additional thirty-five (35)
              Option Aircraft added by such amendment within two (2) Business Days
              after
              the date of execution by Buyer and Embraer of such amendment.
              “


    

        

    ____________


    ***Confidential

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        CONFIDENTIAL

      

      
        
        

      

    

    10.
      Representations
      and Warranties: Article
      31.1.1 is hereby amended to insert after “EMBRAER-170” the following: “and
      EMBRAER-175”.

    


    11.
      Attachment “A-1” and “A-2”: New
      Attachments “A-1”, for the Airways 175 Aircraft, and “A-2”, for the Delta 175
      Aircraft, are hereby added to the Purchase Agreement.

    


    12.
      Attachment “B”: Exhibit
      1
      to Attachment “B” are hereby amended by deleting in the heading “-170”.
Embraer
      shall provide to Buyer ***, *** necessary to reflect all relevant information
      regarding the inclusion of the EMBRAER 175 Aircraft. If requested by Buyer,
      ***,
      which will ***, and this *** of the ***.

     

    13.
      Attachment
      “C”:
      Attachment “C” to the Purchase Agreement are hereby amended to delete in clause
      1 “EMBRAER 170” before “Aircraft”.

    


    14.
      Attachment “E”: Attachment
      “E” to the Purchase Agreement is hereby deleted and replaced with Attachment E
      to this Amendment No. 16. 

    


    15.
      Attachment “F”: Attachment
      “F” to the Purchase Agreement is hereby deleted and replaced with Attachment “F”
to this Amendment No. 16.

    


    16.
      Attachments “H-1”: A
      new
      Attachment “H-1” is hereby added to the Purchase Agreement with the EMBRAER 175
      Performance Guarantee. 

    


    17.
      Effect of US Airways 175 Assignment: 

     

    
      	
              17.1

            	
              Buyer’s
                sole rights against Embraer and obligations to Embraer with respect
                to the
                aircraft positions that are the subject the US Airways 175 Assignment
                shall be its rights and obligations with respect to the thirty (30)
                firm
                order EMBRAER 175 Aircraft added to the Purchase Agreement pursuant
                to
                this Amendment No. 16.

            


    

     

    
      	
              17.2

            	
              Buyer
                agrees that it has no rights to *** in connection with the US Airways
                175
                Assignment.

            


    

    


    18.
      Miscellaneous: All
      other
      provisions of the Agreement which have not been specifically amended or modified
      by this Amendment No. 16 shall remain valid in full force and effect without
      any
      change.

    


    


    [Remainder
      of page intentionally left in blank]

     

     

     

     

     

     

     

     

     

     

    ___________
***Confidential

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have
      entered into and executed this Amendment No. 16 to Purchase Agreement to be
      effective as of the date first written above.

    


     

     

    
      	EMBRAER
              - Empresa Brasileira de Aeronáutica S.A.	 	 	Republic
              Airline Inc. 
	/s/ Frederico
              Fleury Curado	 	 	/s/ Bryan
              Bedford
	
              

            	 	 	
              

            
	Name:
              Frederico Fleury Curado
Title: Executive Vice President
More Title:
              Airline Market	 	 	Name:
              Bryan Bedford
Title: President




      	 	 	 	 
	/s/ Jose
              Luis
              D. Molina	 	 	 
	
              

            	 	 	
            
	Name:
              Jose Luis d.
              Molina
Title: Director of Contracts
More Title: Airline
              Market	 	 	 
	Date:
              July 21, 2006	 	 	Date:
              July 21, 2006
	Place:
              Sao Jose Dos Campos, SP, Brazil	 	 	Place:
              Indianapolis


    

    
 

    
      	Witness:
              Carlos
              Martins Dutra	 	 	Witness:
              Lars-Erik
              Arnell
	
              

            	 	 	
              

            
	Name:
              Carlos
              Martins Dutra
	 	 	Name:
              Lars-Erik
              Arnell



    

     

    
      CONFIDENTIAL



    Acknowledged
      and agreed by Republic Airways Holdings Inc. with respect to all terms of this
      Amendment No. 16, Amendment No. 8 to the Letter Agreement and all previous
      amendments, in its capacity as “Guarantor” pursuant to the Guaranty by it to
      Embraer dated March 19, 2004.

     

     

    
      	 	 	 
	 	REPUBLIC
              AIRWAYS HOLDINGS INC.
	 
 	 
 	 
 
	 	By:  	/s/ Bryan
              Bedford
	 	
              

            
	 	
              Name:
                Bryan Bedford

              Title: President

            



      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Lars
              Erik
              Arnell
	 	
              

            
	 	Name:
              Lars-Erik Arnell
	 	Title:
              Vice President
	 	 
	 	Date:
              July 21, 2006 
	 	Place:
              Indianapolis


    

     

    


    


    
      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

    

     

     

     

    ATTACHMENT
      "A-1" - EMBRAER 175 AIRCRAFT CONFIGURATION

    Airways
      Configuration

     

    1.
      EMBRAER 175 CONFIGURATION

    EMBRAER
      175 Standard Aircraft

     

    The
      EMBRAER 175 Aircraft shall be manufactured according to (i) the standard
      configuration specified in the Preliminary Technical Description PTD-175 Rev.
      4
      dated May 2003, which although not attached hereto, is incorporated herein
      by
      reference, and (ii) the characteristics described in the items
      below. 


     

    2.
      EMBRAER 175 Optional Equipment

     

    The
      EMBRAER 175 Aircraft will also be fitted with the following options selected
      by
      Buyer:

     

    2.1
      Aircraft Model and Engines

     

    
      	a)  	
              EMBRAER
                175 LR

            


    

    
      	b)  	
              GE
                CF34-8E5 Engines

            


    

     

    2.2
      Options By Ata Chapter

     

    


    
      	
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    ____________

    ***Confidential

    


    
      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

    

    


    
       

      
        	
                 2.3

              	EMBRAER 175 Basic Interior
                Configuration (86 seats - single class)



      

        

    

    


    *

    


     

    3.
       FINISHING

     

    The
      Aircraft will be delivered to Buyers as follows:

     

    
      	
               3.1

            	EXTERIOR
              FINISHING:


    

    The
      fuselage of the Aircraft shall be painted according to Buyer’s color and paint
      scheme which shall be supplied to Embraer by Buyer on or before six (6) months
      prior to the relevant Aircraft Contractual Delivery Date. 

     

    The
      wings
      and the horizontal stabilizer of all Aircraft shall be supplied in the standard
      colors, i.e., gray BAC707.

     

    
      	
               3.2

            	INTERIOR
              FINISHING:


    

     

    Buyer
      shall inform Embraer on or before *** months prior to the relevant Aircraft
      Contractual Delivery Date of its choice of materials and colors of all and
      any
      item of interior finishing such as seat covers, carpet, floor lining on galley
      areas, side walls and overhead lining, galley lining and curtain. The
      above-mentioned schedule for definition of interior finishing shall only be
      applicable if Buyer selects its materials from the choices offered by and
      available at Embraer. In case Buyer opts to use different materials and or
      patterns, such schedule shall be mutually agreed between the Parties at the
      time
      of signature of the Purchase Agreement.

     

    
      	
               3.3

            	BUYER FURNISHED AND BUYER INSTALLED
              EQUIPMENT (BFE and 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
      *** of the Aircraft. All BFE equipment shall be delivered to Embraer in DDP
      -
      Embraer facilities in São José dos Campos, SP, Brazil (Incoterms 2000)
      conditions.

     

    The
      Aircraft galleys have 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 and standard units.

     

    4.
      REGISTRATION MARKS AND TRANSPONDER CODE

     

    The
      Aircraft shall be delivered to Buyer with the registration marks painted on
      them. The registration marks and the transponder code shall be supplied to
      Embraer by Buyer no later than ninety (90) Days before each relevant Aircraft
      Contractual Delivery Date.

     

    IT
      IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT
      BETWEEN THE TERMS OF THIS ATTACHMENT “A-1” AND THE TERMS OF THE TECHNICAL
      DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A-1” SHALL
      PREVAIL.

    ____________


    ***Confidential

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      "A-2" - EMBRAER 175 AIRCRAFT
      CINFIGURATION

    Delta
      Configuration

     

     

    1.
      EMRAER 175 CONFIGURATION

    EMBRAER
      175 Standard Aircraft

     

    The
      EMBRAER 175 Aircraft shall be manufactured according to (i) the standard
      configuration specified in the Preliminary Technical Description PTD-175 Rev.
      4
      dated May 2003, which although not attached hereto, is incorporated herein
      by
      reference, and (ii) the characteristics described in the items
      below. 


     

    2.
      EMBRAER 175 Optional Equipment

     

    The
      EMBRAER 175 Aircraft will also be fitted with the following options selected
      by
      Buyer:

     

    2.1
      Aircraft Model and Engines

     

    
      	a)  	
              EMBRAER
                175 LR

            


    

    
      	b)  	
              GE
                CF34-8E5 Engines

            


    

     

    2.2
      Options By Ata Chapter

     

    


    
      	
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    ___________

    ***Confidential


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


     

     2.3
      EMBRAER 175 Basic Interior Configuration (78 seats) 

    *

     

    3.
      FINISHING

     

    The
      Aircraft will be delivered to Buyers as follows:

     

    
      	
               3.1

            	EXTERIOR
              FINISHING:


    

        

    The
      fuselage of the Aircraft shall be painted according to Buyer’s color and paint
      scheme which shall be supplied to Embraer by Buyer on or before six (6) months
      prior to the relevant Aircraft Contractual Delivery Date. 

     

    The
      wings
      and the horizontal stabilizer of all Aircraft shall be supplied in the standard
      colors, i.e., gray BAC707.

     

    
      	
                3.2

            	INTERIOR
              FINISHING:


    

      

    Buyer
      shall inform Embraer on or before *** months prior to the relevant Aircraft
      Contractual Delivery Date of its choice of materials and colors of all and
      any
      item of interior finishing such as seat covers, carpet, floor lining on galley
      areas, side walls and overhead lining, galley lining and curtain. The
      above-mentioned schedule for definition of interior finishing shall only be
      applicable if Buyer selects its materials from the choices offered by and
      available at Embraer. In case Buyer opts to use different materials and or
      patterns, such schedule shall be mutually agreed between the Parties at the
      time
      of signature of the Purchase Agreement.

     

    
      	
               3.3

            	BUYER FURNISHED AND BUYER INSTALLED
              EQUIPMENT (BFE and 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
      *** of the Aircraft. All BFE equipment shall be delivered to Embraer in DDP
      -
      Embraer facilities in São José dos Campos, SP, Brazil (Incoterms 2000)
      conditions.

     

    The
      Aircraft galleys have 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 and standard units.

     

    4.
      REGISTRATION MARKS AND TRANSPONDER CODE

     

    The
      Aircraft shall be delivered to Buyer with the registration marks painted on
      them. The registration marks and the transponder code shall be supplied to
      Embraer by Buyer no later than ninety (90) Days before each relevant Aircraft
      Contractual Delivery Date.

     

    IT
      IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT
      BETWEEN THE TERMS OF THIS ATTACHMENT “A-2” AND THE TERMS OF THE TECHNICAL
      DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A-2” SHALL
      PREVAIL.

     

    ____________

    ***Confidential

    
 

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    
      
        ATTACHMENT
          "E" - DIRECT MAINTENANCE COST
          GUARANTEE

         

      

    

    
      	I.  	
              Embraer,
                subject to the terms, conditions and limitations contained in this
                Attachment, shall guarantee the incurred direct maintenance cost
                (the
                “Maintenance Cost Guarantee”) for the fleet of Aircraft subject of the
                Purchase Agreement as follows:

            


    

     

     

    
      	a.  	
              The
                Maintenance Guarantee for the Aircraft shall be for the period that
                begins
                at *** (“Guarantee Term”). ***

            


    

     

     

    
      	b.  	
              For
                the *** period commencing with the first Aircraft Actual Delivery
                Date,
                the Achieved cumulative Maintenance Cost - AMC for replacement, repair,
                overhauls and inspections of Buyer's Aircraft, shall not exceed a
                Maintenance Cost Guarantee (“”)
                rate of: 

            


    

     

    
      	
               

              ***

            	
               

              ***

            	
               

              ***

            
	
              ***

            	
              ***

            	
              ***

            


    

     

    
      	c.  	
              For
                the *** period commencing with the first Aircraft Actual Delivery
                Date,
                the Achieved cumulative Maintenance Cost - AMC for replacement, repair,
                overhauls and inspections of Buyer's Aircraft, shall not exceed a
                Maintenance Cost Guarantee ("")
                rate of: 

            


    

     

    
      	
               

              ***

            	
               

              ***

            	
               

              ***

            
	
              ***

            	
              ***

            	
              ***

            


    

     

    
      	d.  	
              The
                *** shall be *** in accordance with
                ***.

            


    

     

    
      	e.  	
              Measurement
                will be computed annually on the anniversary date of ***. The results
                will
                be reconciled year by year until
                ***.

            


    

     

    
      	f.  	
              In
                the event at the end of each annual measurement period, the AMC is
                higher
                than the MCG, Embraer shall provide *** to Buyer as provided for
                below:

            


    

     

    ***

    
      ____________

      ***Confidential

    

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    
      	g.  	
              Buyer
                shall use *** efforts to calculate and submit to Embraer the AMC
                quarterly, in electronic format, *** after the end of each quarter
                during
                the Guarantee Term. In the event that Buyer fails to submit such
                data to
                Embraer as described in the preceding sentence, Embraer shall send
                a
                written notice to Buyer requesting such data, and the guarantee contained
                in this Attachment shall terminate in the event Buyer fails to submit
                the
                AMC to Embraer within *** of such written notice.
                

            


    

     

    The
      Parties shall use *** efforts to reach an agreement over the data annually
      within *** after the submission of AMC in regard to any fourth quarter. In
      the
      event that the AMC contains *** that is out of the reasonable control of ***,
      the Parties shall also discuss the reasons for such *** and whether it should
      be
      included in the calculation of the AMC. Any *** will be *** after the agreement
      regarding the annual period. Such *** may be ***.

     

    
      	h.  	
              This
                Maintenance Guarantee is based upon the following assumptions, and
                any
                change to the assumptions shall result in an appropriate recalculation
                of
                the MCG rate specified in items “b” and “c” above, at Embraer
                criteria.

            


    

     

    Fleet
      Size: A
      minimum
      fleet size of ***.

     

    Assumptions
      01

     

    
      	§  	
              Economic
                condition:
                ***. 

            


    

     

    
      	§  	
              Utilization:
                The guarantee covers a minimum of *** flight hours per cycle, ***
                APU hour
                per flight hour plus or minus *** APU hour per flight hour and ***
                APU
                cycle per flight cycle plus or minus *** APU cycle per flight cycle.
                Buyer's
                fleet-wide average
                annual Aircraft utilization shall be *** flight hours, plus or minus
                ***.

            


    

     

    
      	§  	
              Labor
                rate:
                *** per man-hour ***.

            


    

     

    
      	§  	
              Maintenance
                Review Board Report: MRB
                170.

            


    

     

    Assumptions
      02

     

    
      	§  	
              Economic
                condition:
                ***. 

            


    

     

    
      	§  	
              Utilization:
                The guarantee covers a minimum of *** flight hours per cycle, ***
                APU hour
                per flight hour plus or minus *** APU hour per flight hour and ***
                APU
                cycle per flight cycle plus or minus *** APU cycle per flight cycle.
                Buyer's
                fleet-wide average
                annual Aircraft utilization shall be *** flight hours, plus or minus
                ***.

            


    

     

    
      	§  	
              Labor
                rate:
                *** per man-hour ***.

            


    

     

    
      	§  	
              Maintenance
                Review Board Report: MRB
                170.

            


    

     

    
      	i.  	
              The
                following are the elements covered under this Maintenance
                Guarantee: 

            


    

     

    
      	1. 	 Material
              cost for non-repairable parts purchased from or through Embraer and
              / or
              Embraer approved vendors.


      	 	 


      	 2. 	
              Overhaul/repair
                costs incurred at Embraer approved repair
                facilities.

            


    

     

    
      	3. 	
              Expendable
                which can be accounted for on an unit basis, i.e. filters, gaskets,
                excluding wire, rivets, nuts, bolts, washers, pins, brackets, tie
                wraps.

            


    

     

    
      	4. 	
              Parts
                and materials consumed through scheduled maintenance according to
                the
                Maintenance Review Board Report
                (MRB).

            


    

     

    
      	j.  	
              The
                following elements are not covered under this guarantee:
                

            


    

     

    
      	1. 	
              Costs
                associated with taxes, levies, imposts, customs
                fees.

            


    

     

    
      	2. 	
              Shipping,
                receiving, ferry, packing, storage, warehousing and insurance
                expenses.

            


    

     

    
      	3. 	
              General
                administrative and overhead
                expenses.

            


    

     

    
      	4. 	
              Restoration
                expenses incurred due to damage to or failure of Aircraft, components
                or
                parts caused by accident, incident, FOD or Acts of God, negligence,
                abuse,
                misuse and/or maintenance errors.

            


    

    ___________

    ***Confidential

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	5.  	
              When
                the Aircraft or any of its parts has/have been altered or modified
                by
                Buyer, without prior approval from Embraer or from the manufacturer
                of the
                parts through a service bulletin, provided such approvals have not
                been
                unreasonably withheld. 

            


    

     

    
      	6.  	
              Consumables
                including but not limited to fluids, water, oils, sealants, washing
                compounds, cleansers, solvents, and
                lubricants.

            


    

     

    
      	7.  	
              Labor
                costs (excluding the *** related to *** and *** service bulletins
                implementation, provided that *** have been *** in writing *** in
                order
                ***.

            


    

     

    
      	8.  	
              Normal
                line operations activities (i.e. Aircraft servicing) including but
                not
                limited to walkaround (i.e. visual inspection), fueling, parking,
                washing,
                lavatory servicing and gallery
                servicing.

            


    

     

    
      	9.  	
              Service
                bulletins and or airworthiness
                directives.

            


    

     

    
      	10.  	
              Parts
                or components returned from vendors with “no-fault” found, i.e.,
                re-certification charges without any repair and associated labor.
                Any part
                removed and replaced from an Aircraft which does not solve the Aircraft
                problem (poor troubleshooting) and associated
                labor.

            


    

     

    
      	11.  	
              Leasing
                or loan fees related to the aircraft or any of its parts which are
                being
                used in place of an unserviceable
                unit.

            


    

     

    
      	12.  	
              Any
                part supplied on a “no-charge basis” or for which a warranty credit or
                replacement part has been supplied.

            


    

     

    
      	13.  	
              Aircraft
                downtime costs.

            


    

     

    
      	14.  	
              Any
                parts that are changed during scheduled or unscheduled maintenance,
                due to
                failure, which are still under the warranty period and, are not submitted
                to Embraer or the suppliers for warranty
                credit.

            


    

     

    
      	15.  	
              Cabin
                equipment and furnishing materials, such as but not limited to carpets,
                seat covers, galley equipment and passenger
                commodities.

            


    

     

    
      	16.  	
              Spare
                parts prices that exceed the prices obtainable from Embraer, provided,
                in
                the event that *** a reasonable time frame, *** may **** and ***
                will
                reasonably agree on ***.

            


    

     

    
      	17.  	
              In
                cases of deterioration, wear, breakage, damage or any other defect
                resulting from the use of inadequate packing methods when returning
                items
                to Embraer or its representatives.

            


    

     

    
      	18.  	
              Maintenance
                problems caused by Buyer’s negligence or misuse of parts or Buyer’s
                failure to take all maintenance actions on the Aircraft as recommended
                in
                all applicable maintenance manuals.

            


    

     

    
      	19.  	
              Maintenance
                problems involving Aircraft or parts that has / have been involved
                in an
                accident, or when parts either defective or not complying to
                manufacturer’s design or specification have been
                used.

            


    

     

    
      	20.  	
              Maintenance
                problems involving parts that have had their identification marks,
                designation, seal or serial number altered or
                removed.

            


    

     

    
      	21.  	
              Extraordinary
                costs incurred as a result of any labor disruption or dispute involving
                a
                significant work action that affects in whole or part the Aircraft’s
                normal operation or maintenance.

            


    

     

    
      	22.  	
              Engines,
                related parts and related LRU
                costs.

            


    

    _____________

    ***Confidential

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    
      	23.  	
              Nacelle
                and Thrust Reverser.

            


    

     

    
      	24.  	
              BFE
                (Buyer Furnished Equipment) and / or BIE (Buyer Installed Equipment)
                costs.

            


    

     

    
      	25.  	
              Maintenance
                reserves.

            


    

     

    
      	26.  	
              GSE
                (Ground Support Equipment) costs.

            


    

     

    
      	27.  	
              For
                the purpose of calculating the Achieved Maintenance Cost Guarantee,
                the
                materials and labor costs related to the New US Airways Aircraft,
                Owned
                Aircraft and GECC Aircraft shall be accounted for at the time these
                aircraft start their revenue service by Buyer under this Purchase
                Agreement. All previous materials cost and labor costs shall be
                disregarded. The total number of previous flight hours and cycles
                of such
                additional aircraft (New US Airways Aircraft, Owned Aircraft and
                GECC
                Aircraft) New US Airways Aircraft, Owned Aircraft and GECC Aircraft
                shall
                be considered.

            


    

     

    
      	II.  	
              The
                foregoing maintenance guarantee is provided subject to Buyer’s adherence
                to the following general
                conditions:

            


    

     

    
      	a.  	
              Airplane
                Operation: Aircraft shall be operated in airline service in accordance
                with the applicable Air Authority regulations and as recommended
                by
                Embraer through the official and updated Operations and Airplane
                Flight
                Manual.

            


    

     

    
      	b.  	
              Inspection
                Program: The Aircraft shall be maintained in accordance with the
                current
                Maintenance Review Board Report - (MRB), and the checks shall in
                no event
                occur at a *** Buyer’s Maintenance Program must have provisions for
                escalating the checks interval as soon as the applicable Air Authority
                allows. Buyer’s program should also include the use of task cards to
                assist the maintenance personnel in performing inspection
                task.

            


    

     

    
      	c.  	
              Aircraft
                Manuals: Buyer shall keep a complete set of Embraer recommended manuals
                up-to-date and available to airline personnel for assisting them
                with the
                maintenance and operation of the Aircraft. A set of recommended manuals
                or
                a electronic link to the data should be available at all maintenance
                bases
                (line or heavy) and shall be maintained with the latest revisions
                at all
                times.

            


    

     

    
      	d.  	
              Warranty:
                Buyer shall have at minimum, one person which will be dedicated to
                the
                Aircraft warranty program. This person(s) will be trained by Embraer
                warranty department on the correct procedures for filing Buyer warranty
                claims in accordance with mutually agreed format. This person(s)
                shall
                also be responsible for the filing of warranty claims directly to
                suppliers for credit, repair or
                replacement.

            


    

     

    
      	e.  	
              Parts
                Repair: All shop repairs shall be performed in Embraer’s or Embraer’s
                suppliers’ authorized repair shops.

            


    

     

    
      	f.  	
              Staff
                levels: Buyer shall have available reasonable staff to properly maintain
                the Aircraft during scheduled and unscheduled maintenance. This shall
                include, but not be limited to, mechanics, electricians, avionics
                specialists, inspectors, cleaners, ground personnel and flight crews
                licensed or certified by the applicable Air Authority as required
                by the
                applicable Air Authority
                regulations.

            


    

    _____________

    ***Confidential

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    
      	g.  	
              Training:
                Buyer is required to put in place a training program approved by
                the local
                airworthiness authority, which, at a minimum, shall include the following
                items:

            


    

     

    
      	1.  	
              initial
                and recurrent training for pilots in the
                Aircraft;

            


    

     

    
      	2.  	
              initial
                and recurrent training for flight attendants in the Aircraft;
                and

            


    

     

    
      	3.  	
              initial
                and recurrent training for the maintenance staff (airframe, powerplant,
                electric avionics specialists) in the
                Aircraft.

            


    

     

    A
      reasonable number of maintenance specialist will require supplier’s
      training.

     

    Buyer
      is
      required to train to the above standards a reasonable number of new hired
      employee who will work in or on the Aircraft.

     

    
      	h.  	
              Spare
                Parts Limitation: Spare parts price shall not exceed the prices obtainable
                from Embraer. In the event that Embraer cannot supply a part to Buyer
                in a
                reasonable time frame, Embraer may authorize the purchase of such
                part by
                Buyer from a third party at a price in excess of Embraer’s price, Embraer
                and Buyer will mutually agree on the portion of such price to be
                included
                in this guarantee provided Buyer maintained the minimum stock level
                recommended by Embraer.

            


    

     

    
      	i.  	
              Buyer
                will be required to provide Embraer an every three month service
                bulletin
                status report, containing service bulletin number, Aircraft serial
                number,
                Aircraft total time and total
                cycles.

            


    

     

    
      	j.  	
              Ground
                Support Equipment: Embraer shall provide Buyer a list of tooling
                and
                ground support equipment required to maintain the Aircraft, this
                list
                shall be subject to Buyer’s reasonable approval. Buyer will be required to
                maintain these levels of required tooling and ground support equipment
                in
                good working order at all times.

            


    

     

    
      	k.  	
              Reliability
                Reporting: Buyer is to provide monthly to Embraer an Aircraft reliability
                report. This report shall include Aircraft total time and cycles,
                component removals, shop finding reports and tear down reports (for
                each
                failure completed) by authorized agencies and SDR’s (Service Difficult
                Report) with date, Aircraft registration, problem description, maintenance
                action, and part number and serial number of the components removed
                and
                installed. Buyer shall use the ATA 100 chapter breakdown format for
                all
                reports.

            


    

     

    
      	l.  	
              Accounting
                System:

            


    

     

    
      	1.  	
              Buyer
                shall have an accounting system, subject to Embraer’s reasonable approval,
                which demonstrates the ability to discriminate between chargeable
                and
                non-chargeable costs and expenses. Buyer’s accounting system shall be
                presented to Embraer, upon Embraer’s written request, *** before
                ***.

            


    

     

    
      	2.  	
              Upon
                Embraer’s written request, Buyer shall also provide on a *** basis an
                activity and expenditure report satisfactory to Embraer, in electronic
                format and in accordance with Embraer’s Service News Letter for data
                exchange. 

            


    

     

    
      	3.  	
              Upon
                Embraer’s written request, Embraer and Buyer may convene frequently
                meetings to address issues concerning the AMC and to identify methods
                to
                decrease Buyer’s maintenance costs. At a minimum, Embraer and Buyer shall
                have two meetings per year to confirm and compute all costs claimed
                by
                Buyer. Buyer shall permit Embraer access to all Buyer data which
                can be
                used to verify any reports produced pursuant to this Attachment.
                

            


    

     

    
      	m.  	
              Duplicated
                Guarantee: If Buyer negotiates directly with any of Embraer’s
                suppliers/vendors a particular maintenance cost guarantee or equivalent
                program (including fleet hour agreements), or an alternative support
                program with Embraer, the Parties shall negotiate in good faith and
                agree
                on the
                portion of cost related to this equipment/system that shall be excluded
                from the MCG rate, specified in Article I.b and I.c, and shall result
                in
                an appropriate recalculation of the
                MCG.

            


    

     

    
      	III.  	
              Buyer
                shall not unreasonably reject Embraer’s recommendations, changes or
                solutions to elements of maintenance that would result in cost savings,
                as
                reasonably determined by the
                Parties.

            


    

     

    
      	IV.  	
              EXCEPT
                AS OTHERWISE PROVIDED IN THIS AGREEMENT THE GUARANTEES, OBLIGATIONS
                AND
                LIABILITIES OF EMBRAER, AND REMEDIES OF BUYER SET FORTH IN THIS AIRCRAFT
                MAINTENANCE COST GUARANTEE ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
                AND
                BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS,
                DAMAGES AND REMEDIES OF BUYER AGAINST EMBRAER OR ANY ASSIGNEE OF
                EMBRAER,
                EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO
                ANY
                GUARANTEED LEVEL OF AIRCRAFT MAINTENANCE
                COSTS.

            


    

     

    
      	V.  	
              The
                guarantee hereby expressed is established between Embraer and Buyer
                and it
                cannot be transferred or assigned to others, unless stated in this
                Agreement or by previous written consent of
                Embraer.

            


    

     

    ___________

    
      ***Confidential

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

    

     

    ATTACHMENT
      "F" - SCHEDULE RELIABILITY GUARANTEE

    


     

    
      	I.  	
              Definitions.
                

            


    

     

    
      	a.  	
              Available
                for Dispatch: An Aircraft which is on the ground and cleared for
                dispatch
                by signature of Buyer's responsible maintenance personnel at least
                ***
                before the scheduled departure time of the initial flight in any
                given day
                shall be deemed to be "available for
                dispatch".

            


    

     

    
      	b.  	
              Maintenance
                Interruption. 

            


    

     

    
      	1.  	
              A
                maintenance interruption occurs when the malfunction of an item,
                or
                necessary checking and/or corrective actions, cause a revenue flight
                not
                to take place or a flight delay exceeding
                ***.

            


    

     

    
      	2.  	
              For
                the purposes of this guarantee, only the initial Maintenance Interruption
                shall be accounted as interruption. Maintenance Interruption of any
                or all
                flights on subsequent days arising from the initial Maintenance
                Interruption shall not constitute an additional Maintenance
                Interruption.

            


    

     

    
      	3.  	
              Before
                a flight may be considered as a Maintenance Interruption for the
                purpose
                of this Schedule Reliability Guarantee the Aircraft must be inspected
                for
                mechanical failure or malfunction.

            


    

     

    
      	4.  	
              A
                repetitive problem, which caused an actual maintenance interruption
                and
                was not previously corrected, shall not be counted as a Maintenance
                Interruption.

            


    

     

    
      	5.  	
              To
                be accounted as a Maintenance Interruption, any malfunction reported,
                either verbal or written, must result in maintenance corrective action.
                “No-trouble-found” or “could not duplicate” or “reset” events shall not be
                accounted as Maintenance
                Interruption.

            


    

     

    
      	6.  	
              A
                maintenance interruption that occurs due to failures of systems or
                parts
                from suppliers or vendors that have a separate maintenance interruption
                guarantee agreement with Buyer, and which is not assigned to Embraer,
                shall not be considered as a Maintenance
                Interruption.

            


    

     

    
      	c.  	
              Achieved
                Dispatch Reliability Percentage
                (“ADRP”).

            


    

     

    ADRP
      is
      the actual dispatch reliability percentage obtained by Buyer's fleet of Aircraft
      in regular revenue service, which are the subject of this
      Agreement.

     

    ADRP
      shall be computed monthly commencing with *** by Buyer, as follows:

     

     

    ***

    ___________

    ***Confidential

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    
      	II.  	
              Embraer,
                subject to the conditions and limitations expressed herein, will
                guarantee
                the Aircraft’s schedule reliability percentage as follows:
                

            


    

     

    
      	a.  	
              The
                average ADRP for the first *** period after *** delivered under the
                Purchase Agreement, shall be ***;
                for the *** the ADPR shall be ***;
                for the *** the ADPR shall be ***;
                for the *** the ADPR shall be ***,
                for the *** (the “Final Period”) the ADPR shall be ***.

            


    

     

    
      	b.  	
              In
                the event that the ADRP in any of the *** periods referred to above
                is
                lower than GDR for the relevant period, Embraer shall diligently,
                after
                notification by Buyer:

            


    

     

    
      	1.  	
              Make
                recommendations concerning Buyer's programs, publications and maintenance
                and operational policies to improve
                ADRP.

            


    

     

    
      	2.  	
              Take
                all measures, as deemed necessary and appropriate by Embraer when
                vendor
                action does not provide the required improvement in the
                ADRP.

            


    

     

    
      	3.  	
              ***
                Embraer shall issue a proposal to Buyer showing the price of the
                relevant
                Service Bulletin and the effectiveness of such modification for
                Buyer.

            


    

     

    
      	c.  	
              In
                the event the average ADRP at the end of any of the *** periods described
                in paragraph “II.a.” is lower than the GDR for such period, Embraer shall
                credit Buyer for Maintenance Interruptions calculated according to
                the
                following formula:

            


    

     

     

    ***

     

     

    In
      the
      event the average ADRP at the end of any of the *** periods described in
      paragraph “II.a.” above is *** for such period, the *** calculated according to
      the formula above shall be ***. 

     

    Measurements
      will be calculated and submitted by Buyer *** after the end of each *** referred
      to in Article II a. herein. The Parties shall do their efforts to reach an
      agreement over the data *** of the submission thereof. Any achieved credit
      amount will be credited to Buyer or to Embraer *** after each agreement date
      for
      each of the ***. Buyer may use such credit only toward ***. Embraer may use
      such
      credit only for ***.

     

    The
      sum
      of all credits under this Dispatch Reliability Guarantee shall not exceed ***
      for Buyer’s entire Aircraft fleet for the *** periods.

     

    
      	d.  	
              This
                dispatch reliability guarantee is based upon the following assumptions
                provided by Buyer, and any change to the assumptions shall be cause
                for
                reevaluation or adjustments of this guarantee upon the reasonable
                agreement of the Parties.

            


    

     

    Fleet
      Size:
      Minimum
      of ***.

     

    Utilization:
      The
      guarantee covers a minimum of *** flight hours per cycle, *** APU hour per
      flight hour plus or minus *** APU hour per flight hour and *** APU cycle per
      flight cycle plus or minus *** APU cycle per flight cycle. Buyer's
      fleet-wide average
      annual Aircraft utilization shall be *** flight hours, plus or minus
      ***.

     

    For
      all
      purposes of this guarantee, the regularly scheduled revenue Aircraft departures
      and the Maintenance Interruptions related to the SAC Aircraft, Owned Aircraft
      and GECC Aircraft shall be accounted for at the time these aircraft start their
      revenue service by Buyer under this Purchase Agreement. All previous regularly
      scheduled revenue Aircraft departures and Maintenance Interruptions shall be
      disregarded.

     

    
      	e.  	
              The
                following elements are not covered under this guarantee:
                

            


    

     

    - Interruptions
      of scheduled flights due to reasons other than Aircraft mechanical failures,
      including without limitation:

    - Air
      Traffic Control

    - Weather,
      acts of God, FOD, wars, riots, third party criminal acts

    - Accidents

    - Incidents

    - Negligence

    ___________

    ***Confidential

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    - Conditions
      that exist prior to dispatch which lead to a flight interruption and could
      have
      been prevented by maintenance prior to dispatch (including but not limited
      to
      worn, flat and cut tires, servicing (ATA Chapter 12), dead batteries, and worn
      brakes)

    - Hard
      landing.

    - Late
      out
      of maintenance 

    - Force
      majeure

    - Crew
      refusal

    - Optional
      equipment other than that identified on Attachment “A” to this
      Agreement

    - Operational
      delays or cancellations not related to maintenance

    - Passenger
      and/or baggage loading

    - Non-availability
      of spares or equipment 

    - Non-availability
      of personnel 

    - Operation
      interruptions or Maintenance Interruptions, which occurred due to items, related
      in the Minimum Equipment List (“MEL”) issued and/or approved by the local
      regulatory authority was followed

    - If
      the
      Aviation Authority grounds Buyer's fleet, or one of Buyer’s
      Aircraft

    - Maintenance
      problems caused by Buyer’s negligence or misuse of parts or Buyer’s failure to
      take all maintenance actions on the Aircraft as recommended in all applicable
      maintenance manuals

    - Maintenance
      problems involving Aircraft or parts that has/have been involved in an accident,
      or when parts either defective or not complying to manufacturer’s design or
      specification have been used. 

    - Maintenance
      problems involving parts that have had their identification marks, designation,
      seal or serial number altered or removed

    - Maintenance
      problem resulting from inadequate packing for shipment and storage

    - A
      flight
interruption
      shall
      not be considered as a Maintenance Interruption if, at the time of the
      interruption, Buyer has a spare aircraft in its fleet, even though for a
      different model, that could commercially reasonable be used to avoid such
      interruption and is not otherwise deployed in service

    - Regulatory
      changes compliance

    - Cancellations
      or delays caused by components repaired in non-approved local airworthiness
      authority shop

    - Flight
      cancellation or delay occurred due to one same problem on the same Aircraft
      within fourteen (14) consecutive days period. 

     

     

    _____________

    ***Confidential

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	III.  	
              The
                foregoing dispatch reliability guarantee is provided subject to Buyer's
                adherence in all material respects to the following general
                conditions:

            


    

     

    
      	a.  	
              Airplane
                Operation: Aircraft shall be operated in airline service in accordance
                with the Aviation Authority regulations and as recommended by Embraer
                through the official and most updated Operations and Airplane Flight
                Manual. Buyer shall have available one spare Aircraft for each twenty
                Aircraft at all times.

            


    

     

    
      	b.  	
              Inspection
                Program: The Aircraft shall be maintained in accordance with the
                most
                current MRB document. Buyer’s program must have provisions for escalating
                the checks intervals as soon as the Aviation Authority allows. Buyer’s
                program should also include the use of task cards to assist the
                maintenance personnel in performing inspection tasks.
                

            


    

     

    
      	c.  	
              Aircraft
                Manuals: Buyer shall keep a complete set of Embraer recommended manuals
                up-to-date and available to airline personnel for assisting them
                with the
                maintenance and operation of the Aircraft. A set of recommended manuals
                should be available at all maintenance bases (line or heavy) and
                shall be
                maintained with the latest revisions at all times.
                

            


    

     

    
      	d.  	
              MEL:
                Buyer shall keep its MEL up to date, with the most current issue.
                

            


    

     

    
      	e.  	
              Stocking
                Levels: Buyer shall be responsible to stock and maintain the recommended
                spare parts list (RSPL) in inventory, throughout the guarantee period.
                There shall be a minimum inventory level at each line maintenance
                base
                along with the major parts being stored at the heavy maintenance
                facility.
                In the event during the ADR meetings, the Aircraft does not achieve
                the
                guaranteed values, and if the cause of this non-performance is the
                lack of
                spare parts initially recommended by Embraer for the RSPL and not
                purchased by Buyer, this guarantee will not be applicable. Embraer
                is to
                receive annually an inventory list from the Buyer that shows current
                stocking levels and the locations of all Aircraft spare parts and
                will
                make any recommendations on additional inventory if needed.
                

            


    

     

    
      	f.  	
              Parts
                Repair: All shop repairs shall be performed in Embraer’s or Embraer’s
                suppliers' authorized repair shops.


            


    

     

    
      	g.  	
              Staff
                Levels: Buyer shall have available reasonable staff to properly maintain
                the Aircraft during scheduled and unscheduled maintenance. This shall
                include, but not be limited to, mechanics, electricians, avionics
                specialists, inspectors, cleaners, ground personnel and flight crews
                licensed or certified by the Aviation Authority as required by Aviation
                Authority regulations. 

            


    

     

    
      	h.  	
              Training:
                Buyer is required to put in place a training program approved by
                the
                Aviation Authority, which, at a minimum, shall include the following
                items: 

            


    

     

    
      	1.  	
              Initial
                and recurrent training for pilots in the
                Aircraft;

            


    

    
      	2.  	
              Initial
                and recurrent training for flight attendants in the Aircraft;
                and

            


    

    
      	3.  	
              Initial
                and recurrent training for the maintenance staff (airframe, power
                plant,
                electric avionics specialists) in the Aircraft.


            


    

     

    Any
      maintenance specialist (engine, APU, avionics) will require suppliers' training.
      

     

    Buyer
      is
      required to train to the above standards any new hired employee who will work
      in
      or on the Aircraft. 

     

    
      	i.  	
              Aircraft
                Cleaning: Buyer shall keep the Aircraft reasonably clean, inside
                and out,
                by commercial airline standards at all times. This includes without
                limitation, the engines, wheel wells, nacelles, landing gear and
                flight
                control areas. 

            


    

     

    
      	j.  	
              Service
                Bulletins: When Embraer recommends that Buyer implement a service
                bulletin
                which improves performance or dispatch reliability, enhances flight
                operations or decreases maintenance costs, ***, and Buyer concludes
                by a
                cost benefit analysis that the SB is commercially reasonable, Embraer
                Customer Support Department shall contact Buyer's Vice President
                of
                Maintenance, in writing, with recommendations that the service bulletin
                be
                complied with. Buyer will schedule the Aircraft for incorporation
                of such
                service bulletin ***, but, subject to Embraer agreement which shall
                not be
                unreasonably withheld, Buyer may schedule it for incorporation during
                a
                maintenance check, so as to minimize interruption to scheduled
                service.

            


    

     

    
      	k.  	
              Ground
                Support Equipment: Embraer shall provide Buyer two lists of tooling
                and
                ground support equipment required to maintain the Aircraft, which
                lists
                shall be subject to Buyer's reasonable approval. One list will cover
                line
                maintenance bases while the other will apply to heavy maintenance
                facilities. Buyer will be required to maintain these levels of required
                tooling and ground support equipment in good working order at all
                times.
                

            


    

     

    
      	l.  	
              Reliability
                Reporting: Buyer shall monthly provide to Embraer, in electronic
                format, a
                reliability and maintenance cost report in accordance with the latest
                revision of the Embraer’s Service News Letter for data
                exchange.

            


    

    ___________

    ***Confidential

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	m.  	
              Rejection:
                Buyer shall not unreasonably reject Embraer's recommendations / changes
                /
                solutions which in Embraer's opinion, would result in an improvement
                in
                Buyer's dispatch reliability. Any such rejection shall be cause for
                re-evaluation and/or adjustment of this guarantee. Anything in this
                Agreement to the contrary notwithstanding, Buyer shall not be required
                to
                comply with or implement, and the benefits and rights provided Buyer
                hereunder will not be adversely affected by, Buyer’s not complying with or
                implementing any Embraer recommendation / changes / solutions (including
                without limitation, recommended service bulletins) or any provision
                of
                applicable product literature for which compliance is not mandated
                by the
                local airworthiness authority rules and regulations if Buyer has
                determined in good faith that such recommendation / change / solution
                or
                provision of such product literature is not reasonably expected to
                result
                in a net economic benefit to Buyer in light of all applicable facts
                and
                circumstances, including, without limitation, the number of man-hours
                reasonably estimated by Embraer to be required to accomplish such
                recommendation / change / solution, the labor cost to be incurred,
                the
                potential reduction in maintenance costs to be realized, the time
                value of
                money and the period which would be required for such savings resulting
                from the improvement in dispatch reliability to offset the labor
                and other
                costs associated with such man-hours (provided that Buyer may not
                consider
                any benefits to Buyer under any product guarantees to the extent
                resulting
                from Buyer’s decision to comply or not to comply with or implement a
                recommendation, change, or
                solution).

            


    

     

    
      	n.  	
              Certification
                or Regulatory Changes: The achieved maintenance interruption shall
                not
                take into account those interruptions, which were originated by conformity
                to mandatory regulatory change.

            


    

     

    
      	o.  	
              Achieved
                Dispatch Reliability Review Meeting: An Achieved Dispatch Reliability
                Review Meeting shall be scheduled, if necessary, and at the end of
                each
                six (6) month period of Buyer's Aircraft operation. Representatives
                of
                Buyer and Embraer shall participate in the meetings and will:
                

            


    

     

    
      	1.  	
              Review
                current Achieved Dispatch Reliability;


            


    

    
      	2.  	
              Eliminate
                irrelevant or non-Aircraft-intrinsic interruption claims from computed
                cancellation rates; and

            


    

    
      	3.  	
              Review
                Buyer's compliance with Service Bulletins as required by Article
                III.j
                herein, review disputed claims, and consider methods for improvement
                of
                Achieved Dispatch Reliability. 

            


    

     

    Buyer
      shall permit Embraer access to all Buyer data which can be used in understanding
      and analyzing the dispatch reliability failure.

     

    
      	p.  	
              Duplicated
                Guarantee: If Buyer negotiates directly with any of Embraer’s
                suppliers/vendors a particular dispatch or completion reliability
                guarantee, or an alternative support program with Embraer, this
                amount shall be excluded from the guarantee rate, specified in Article
                III.a, and shall result in an appropriate recalculation of this guarantee
                in accordance with Embraer
                criteria.

            


    

    
      	IV.  	
              Suspension

            


    

     

    
      	a.  	
              This
                guarantee shall be automatically suspended and shall not apply during
                the
                period of any labor disruption or dispute involving a significant
                work
                action, which affects in whole or in part the Aircraft normal operation
                and maintenance.

            


    

     

    
      	b.  	
              This
                guarantee shall be automatically suspended and shall not apply during
                the
                computation period of which worldwide EMBRAER 170 fleet (excluding
                Buyer’s
                Aircraft) average dispatch reliability percentage is at least 1%
                higher
                than Buyer’s Aircraft dispatch reliability
                percentage.

            


    

     

    
      	V.  	
              Buyer
                will not include in the calculation of the ADRP Maintenance Interruptions
                occurring under any of the circumstances listed
                below:

            


    

     

    
      	a.  	
              When
                the Aircraft has been used in an attempt to break records, or subjected
                to
                experimental flights, or in any other way not in conformity with
                the
                flight manual or the airworthiness certificate, or subject to any
                manner
                of use in contravention of the applicable aerial navigation or other
                regulations or rules, issued or recommended by government authorities
                of
                whatever country in which the Aircraft is operated, when accepted
                and
                recommended by ICAO; and

            


    

     

    
      	b.  	
              When
                the Aircraft or any of its parts has/have been altered or modified
                by
                Buyer, without prior approval from Embraer or from the manufacturer
                of the
                parts through a service bulletin, provided such approval has not
                been
                unreasonably withheld.

            


    

     

    
      	VI.  	
              THE
                GUARANTEES, OBLIGATIONS AND LIABILITIES OF EMBRAER, AND REMEDIES
                OF BUYER
                SET FORTH IN THIS SCHEDULE RELIABILITY GUARANTEE ARE EXCLUSIVE AND
                IN
                SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES,
                ALL
                OTHER RIGHTS, CLAIMS, DAMAGES AND REMEDIES OF BUYER AGAINST EMBRAER
                OR ANY
                ASSIGNEE OF EMBRAER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE,
                WITH
                RESPECT TO ANY ACHIEVED DISPATCH
                RELIABILITY.

            


    

     

    
      	VII.  	
              The
                terms and conditions of this dispatch reliability guarantee do not
                alter,
                modify or impair, in any way, the terms and conditions of Attachment
“C“
                (Aircraft Warranty Certificate) to the Purchase
                Agreement.

            


    

     

    
      	VIII.  	
              The
                guarantee hereby expressed is established between Embraer and Buyer
                and it
                cannot be transferred or assigned to others, unless by previous written
                consent of Embraer.

            


    

    __________

    ***Confidential


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    ATTACHMENT
      "H-1" - PERFORMANCE GUARANTEE

    EMBRAER
      175

     

     

    

      
        	
                1.

              	
                GUARANTEES

              


      

       

      Embraer,
        subject to the conditions and limitations hereby expressed, and considering
        the
        Aircraft EMBRAER 175 LR version with a maximum takeoff weight of ***lb (
        ***kg),
        equipped with Embraer furnished General Electric CF34-8E5 engines, guarantees
        that each Aircraft on the relevant Actual Delivery Date shall comply with
        the
        following performance:

       

      
        	 	
                1.1

              	
                CRUISE
                  SPECIFIC AIR RANGE 

              


      

       

      The
        cruise specific air range(SAR) in a standard day (ISA), at the aircraft gross
        weights, pressure altitudes and Mach numbers noted below shall not be less
        than
        the guarantee value:

       

      *

       

      
        	
                2.

              	
                AIRCRAFT
                  CONFIGURATION

              


      

       

      2.1 The
        guarantees stated above are based on the Aircraft configuration as defined
        in
        the Technical Description PTD-175 Rev. 5 dated April 2005, plus specific
        Buyer
        configuration options as defined at Attachment “A” to the Purchase Agreement,
        (hereinafter referred to as the “Detail Specification”). If necessary,
        appropriate adjustment to this Aircraft Performance Guarantees shall be made
        for
        changes in such Detail Specification (including but not limited to Buyer
        requests for changes, Proposal of Major Changes or any other changes mutually
        agreed upon between the Buyer and Embraer) approved in writing by the Buyer
        and
        Embraer. Such adjustments shall be accounted for by Embraer in its evidence
        of
        compliance with the guarantees.

       

      In
        the
        event a change is made to any law, governmental regulation or requirement,
        or in
        the interpretation of any such law, governmental regulation or requirement
        that
        affects the certification basis for the Aircraft, and as a result thereof,
        a
        change is made to the configuration and/or the performance of the Aircraft
        in
        order to obtain certification, the guarantees set forth in this Aircraft
        Performance Guarantee shall be appropriately modified to reflect any such
        change.

       

      2.2 The
        performance guarantees of Article 1 of this Attachment shall be adjusted
        by
        Embraer for the following in its evidence of compliance with such
        guarantees:

       

      a. Changes
        to the Detail Specification including Major Changes or any other changes
        mutually agreed upon between the Buyer and Embraer. 

       

      b. The
        difference between the weight allowances of optional items listed in the
        Detail
        Specification and the actual weights.

       

      
        	
                3.

              	
                GUARANTEE
                  CONDITIONS

              


      

       

      3.1 All
        guaranteed performance data are based on the ICAO International Standard
        Atmosphere (ISA) unless otherwise specified. Altitudes are pressure
        altitudes.

       

      3.2 The
        FAA
        Regulations referred to in this Attachment are, unless otherwise specified,
        the
        Certification Basis regulations specified in the Aircraft Type Certificate
        Data
        Sheet. 

       

      3.3 The
        cruise specific air range and the climb, cruise and descent portions of the
        mission guarantees include allowances for normal electrical power extraction
        and
        normal operation of the air conditioning system. Normal power extraction
        shall
        be defined as not less than a 41 kW total electrical and hydraulic loads.
        Normal
        operation of the air conditioning system shall be defined as operation in
        the
        automatic mode, with the temperature control set to maintain a nominal cabin
        temperature of 70 °F,
        and
        all air conditioning systems operating normally. This operation nominally
        allows
        a maximum cabin pressure differential of *** lb per square inch, with a nominal
        Aircraft cabin ventilation rate of *** cu.ft per min at *** ft including
        passenger cabin recirculation (nominal recirculation is ***). The APU is
        turned
        off unless otherwise specified. 3.5 The
        cruise specific air range, speed and the climb, cruise, and descent portions
        of
        the mission guarantees are based on an Aircraft center of gravity location
        of
        *** of the mean aerodynamic chord. 

       

      3.6 Performance,
        where applicable, is based on a fuel Lower Heating Value (LHV) of 18,580
        BTU per
        pound and a fuel density of 6.7 lb per U.S. gallon.

       

      _____________

      ***Confidential

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

      
        	
                4. 

              	
                PARTIES’
                  OBLIGATIONS ACCORDING TO THIS
                  GUARANTEE

              


      

       

      4.1 During
        the Aircraft acceptance to be performed by Buyer in accordance with Article
        7 of
        the Purchase Agreement, Buyer shall check the Aircraft performance specified
        in
        Article 1 of this Attachment H, by using the Aircraft Flight Manual (AFM)
        or by
        comparing the flight test data, at the atmospheric conditions prevailing
        during
        the flight, with the information presented in the Supplementary Performance
        Manual (SPM), as applicable. All performance guarantee under this Attachment
        are
        in accordance with both manuals above mentioned, taking into consideration
        the
        established tolerances.

       

      4.2 Embraer’s
        obligations in respect to the guarantees stated in Article 1 of this Attachment
        are limited to Buyer’s right to ***, should it be reasonably verified that such
        Aircraft, during the acceptance procedure specified in Article 7 of the Purchase
        Agreement, cannot comply with the performances guaranteed hereunder, after
        Embraer has had a reasonable opportunity to cure such deficiencies in accordance
        with Article 7 of the Purchase Agreement. ***

       

      4.3 In
        case,
        during the above mentioned acceptance procedure, it is proven that the Aircraft
        performance does not comply with the performances specified in Article 1
        of this
        Attachment, but Buyer considers it satisfactory by accepting delivery of
        such
        Aircraft, then Embraer shall not be liable to any claim or demand whatsoever
        from Buyer with respect to such performance guarantees.

       

      4.4 Upon
        acceptance of the Aircraft by Buyer, all obligations of Embraer regarding
        the
        Aircraft performance guarantees shall cease.

       

      
        	
                5.

              	
                GUARANTEE
                  COMPLIANCE

              


      

       

      	5.1 	Compliance with the guarantees of Article 1 of this
              Attachment shall be based on the conditions specified in that article,
              the
              Aircraft configuration contained in Attachment “A” to the Purchase
              Agreement and the guarantee conditions of Article 3
              above.


      	
            	 


      	5.2  	
              Compliance
                with the cruise specific air range, and the climb, cruise and descent
                portions of the mission guarantees shall be established by calculations
                based on the comparison mentioned in paragraph 4.1 above.
                

            


       

      	5.3  	
              The
                data derived from tests shall be adjusted as required by conventional
                methods of correction, interpolation or extrapolation in accordance
                with
                established engineering practices to show compliance with the performance
                guarantee. 

            


       

      	5.4  	
              Compliance
                with the Equipped Empty Weight guarantee shall be based on information
                in
                the appropriate approved weight and balance manual, and associated
                document or report.

            


       

      
        	
                6.

              	
                EXCLUSIVE
                  GUARANTEES

              


      

       

      
        	
                              
                  6.1

              	The only performance guarantees applicable
                to
                the Aircraft are those set forth in this document. The performance
                guarantees set forth herein are established between Buyer and Embraer
                and
                may not be transferred or assigned to others, unless by previous
                written
                consent of Embraer.
	 	 
	
                               6.2

              	THE GUARANTEES, OBLIGATIONS AND LIABILITIES
                OF EMBRAER, AND REMEDIES OF BUYER SET FORTH IN THIS PERFORMANCE GUARANTEE
                ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES
                AND RENOUNCES, ALL OTHER RIGHTS, CLAIMS, DAMAGES AND REMEDIES OF
                BUYER
                AGAINST EMBRAER OR ANY ASSIGNED OF EMBRAER, EXPRESS OR IMPLIED, ARISING
                BY
                LAW OR OTHERWISE, WITH RESPECT TO ANY ACHIEVED
                PERFORMANCE.


      

       

       

      The
        terms
        and conditions of this performance guarantee do not alter, modify or impair,
        in
        any way, the terms and conditions of Attachment “C” (Aircraft Warranty
        Certificate)
        to
        the Purchase Agreement.

       

      _____________

      ***Confidential

       

       

      
        
          
          

        

        
          -22-