<PAGE>

     CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY
      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                             CONFIDENTIAL TREATMENT

                                                                   Exhibit 10.18

                                  EMBRAER 190LR

                         PURCHASE AGREEMENT DCT-006/2003

                                     BETWEEN

                          EMBRAER - EMPRESA BRASILEIRA
                               DE AERONAUTICA S.A.

                                       AND

                         REGIONAL AIRCRAFT HOLDINGS LTD.

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                          PAGE
<S>                                                                                                       <C>
   ARTICLE
1.  DEFINITIONS........................................................................................      4
2.  SUBJECT............................................................................................      6
3.  PRICE..............................................................................................      6
4.  PAYMENT............................................................................................      7
5.  DELIVERY...........................................................................................      8
6.  CERTIFICATION......................................................................................      8
7.  ACCEPTANCE AND TRANSFER OF OWNERSHIP...............................................................      9
8.  STORAGE CHARGE.....................................................................................     10
9.  DELAYS IN DELIVERY.................................................................................     11
10. INSPECTION AND QUALITY CONTROL.....................................................................     12
11. CHANGES............................................................................................     13
12. WARRANTY...........................................................................................     14
13. PRODUCT SUPPORT PACKAGE............................................................................     14
14. ASSIGNMENT.........................................................................................     14
15. RESTRICTIONS AND PATENT INDEMNITY..................................................................     15
16. MARKETING PROMOTIONAL RIGHTS.......................................................................     15
17. TAXES..............................................................................................     16
18. APPLICABLE LAW.....................................................................................     16
19. JURISDICTION.......................................................................................     16
20. TERMINATION........................................................................................     16
21. OPTION FOR THE PURCHASE OF ADDITIONAL AIRCRAFT.....................................................     17
22. INDEMNITY..........................................................................................     19
23. NOTICES............................................................................................     19
24. CONFIDENTIALITY....................................................................................     20
25. SEVERABILITY.......................................................................................     20
26. NON-WAIVER.........................................................................................     20
27. INTEGRATED AGREEMENT...............................................................................     21
28. NEGOTIATED AGREEMENT...............................................................................     21
29. WAIVER OF JURY TRIAL...............................................................................     21
30. WAIVER OF IMMUNITY.................................................................................     21
</TABLE>

                                     Page 1

<PAGE>

<TABLE>
<S>                                                                                                         <C>
31. PAYMENTS IN US DOLLARS.............................................................................     21
32. COUNTERPARTS.......................................................................................     22
33. ENTIRE AGREEMENT...................................................................................     22
</TABLE>

                                     Page 2

<PAGE>

                                   ATTACHMENTS

"A" - AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION MARKS
"B" - FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE
"C" - WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
"D" - PRICE ESCALATION FORMULA
"E" - **Material Redacted**
"F" - **Material Redacted**
"G" - **Material Redacted**
"H" - PERFORMANCE GUARANTEE

                                     Page 3

<PAGE>

                         PURCHASE AGREEMENT DCT-006/2003

THIS AGREEMENT IS ENTERED INTO THIS ____ DAY OF MAY, 2003, BY AND BETWEEN
EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. AND REGIONAL AIRCRAFT HOLDINGS
LTD., FOR THE PURCHASE AND SALE OF EMBRAER AIRCRAFT.

THE SALE COVERED BY THIS AGREEMENT SHALL BE GOVERNED SOLELY BY THE TERMS AND
CONDITIONS HEREIN SET FORTH, AS WELL AS BY THE PROVISIONS SET FORTH IN THE
ATTACHMENTS HERETO.

THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN
AUTHORIZED OFFICER OF REGIONAL AIRCRAFT HOLDINGS LTD. AND EXECUTED BY TWO
AUTHORIZED OFFICERS OF EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.

1.    DEFINITIONS

      For the purpose of this Agreement, the following definitions are hereby
      adopted by the Parties and, unless otherwise expressly provided, the
      singular includes the plural, the masculine includes the feminine and
      neutral genders:

<TABLE>
<S>                                                            <C>
1.1  "Actual Delivery Date"                                    shall mean, with respect to each Aircraft, the date on
                                                               which Buyer obtains title to that Aircraft in
                                                               accordance with Article 7.

1.2  "AD's"                                                    shall mean Airworthiness Directives issued by either
                                                               the CTA or the Air Authority, in connection with and
                                                               with respect to the Aircraft.

1.3  "Agreement" or "Purchase Agreement"                       shall mean this Purchase Agreement DCT-006/2003
                                                               together with all attachments, supplements and
                                                               exhibits hereto, all as modified and amended from time
                                                               to time.

1.4  "Air Authority"                                           shall mean the Autoridad de Aviacion Civil ("AAC") of
                                                               Panama, or a successor to the AAC from time to time
                                                               charged with the administration of civil aviation in
                                                               Panama.

1.5  "Aircraft Basic Price"                                    shall mean the Aircraft price, as defined in Article
                                                               3.1.

1.6  "Aircraft Purchase Price"                                 shall mean, in respect of an Aircraft, the Aircraft
                                                               Basic Price, escalated up to the Contractual Delivery
                                                               Date of such Aircraft in accordance with and by
                                                               application of the Escalation Formula.

1.7  "Aircraft"                                                shall mean the EMBRAER 190LR aircraft (certification
                                                               designation ERJ 190-100 LR) (the "EMBRAER 190
                                                               Aircraft"), manufactured by Embraer according to the
                                                               Preliminary Technical Description PTD-190-Rev.3 dated
                                                               November 2002, (which, although not attached hereto,
                                                               are incorporated herein by reference) and the Aircraft
                                                               Specific Configurations, Finishing and Registration
                                                               Marks described in the Attachment "A", for sale to
                                                               Buyer pursuant to this Agreement, equipped
</TABLE>

                                     Page 4

<PAGE>

<TABLE>
<S>                                                            <C>
                                                               with two engines GE CF-34-10E5A1, manufactured by General
                                                               Electric Company, all cases in the condition and
                                                               configuration required hereunder, and shall include
                                                               Firm Aircraft and Option Aircraft unless the context
                                                               requires otherwise.

1.8  "Buyer"                                                   shall mean Regional Aircraft Holdings Ltd., a company
                                                               with its address c/o Galindo, Arias y Lopez, Avenida
                                                               Federico Boyd Numero 51 Piso 11, Panama, Rep of Panama.

1.9  "Business Day(s)"                                         shall mean a day other than a Saturday or Sunday on
                                                               which banks are open for business in Sao Jose dos
                                                               Campos, Sao Paulo, Rio de Janeiro, New York and Panama.

1.10 "Contractual Delivery Date"                               shall mean the delivery date referred to in Article 5.

1.11 "CTA"                                                     shall mean the Aerospace Technical Center of the
                                                               Brazilian Ministry of Aeronautics.

1.12 "Day(s)                                                   shall mean natural calendar day(s).

1.13 "Embraer"                                                 shall mean Embraer - Empresa Brasileira de Aeronautica
                                                               S.A., a Brazilian corporation with its principal place
                                                               of business at Av. Brigadeiro Faria Lima, 2170 -
                                                               Putim, Sao Jose dos Campos, Sao Paulo, Brazil.

1.14 "Escalation Formula"                                      shall mean the escalation formula contained in
                                                               Attachment "D".

1.15 "Firm Aircraft"                                           shall mean the firm order Aircraft referred to in
                                                               Article 2.1

1.16 "Initial Deposit"                                         shall mean the initial non-refundable deposit referred
                                                               to in Article 4.1.1.

1.17 "Major Changes"                                           shall mean the changes to the design or approved
                                                               specification of the Aircraft, as defined in Article
                                                               11.2.2.

1.18 "Mandatory Service Bulletins"                             shall mean the service bulletins applicable to the
                                                               Aircraft, which are issued by Embraer to implement the
                                                               AD's referred to under Article 11.4.

1.19 "Minor Changes"                                           shall mean the changes to the design of the Aircraft
                                                               defined as per the terms and conditions of Article
                                                               11.2.1.

1.20 "Option Aircraft Basic Price"                             shall mean the unit price of the Option Aircraft, as
                                                               per the terms and conditions of Article 21.2.

1.20 "Option Aircraft Initial Deposit"                         shall mean the initial deposit referred to under
                                                               Article 21.1.

1.21 "Option Aircraft Purchase Price"                          shall mean the Option Aircraft Basic Price escalated
                                                               in accordance with and by application of the
                                                               Escalation Formulas **Material Redacted** as per the
                                                               terms and conditions of Article 21.3.
</TABLE>

                                     Page 5

<PAGE>

<TABLE>
<S>                                                            <C>

1.22 "Option Aircraft"                                         shall be the additional Aircraft that Buyer shall have
                                                               the option to purchase as per the terms of Article 21.

1.23 "Parties"                                                 shall mean Embraer and Buyer.

1.24 "Product Support Package"                                 shall mean the products and Services to be provided by
                                                               Embraer as per Article 13.

1.25 "Scheduled Inspection Date"                               shall mean the date on which a certain Aircraft
                                                               hereunder is available for inspection and acceptance
                                                               by and subsequent delivery to Buyer, as per the terms
                                                               and conditions of Article 7.1.

1.26 "Services"                                                shall mean the familiarization and on-site support for
                                                               the Aircraft, part of the Product Support Package, as
                                                               specified in Attachment "B".

1.27 "Technical Publications"                                  shall mean the technical documentation pertaining and
                                                               related to the Aircraft as listed in Exhibit 1 to
                                                               Attachment "B".

1.28 "USD" or "US$"                                            shall mean the legal currency of the United States of
                                                               America.

1.29 "Working Day(s)"                                          shall mean a day, other than Saturday, Sunday, or
                                                               holiday, on which Embraer in Sao Jose dos Campos, SP,
                                                               Brazil is open for business.
</TABLE>

References to Articles or Attachments in the main body of this Purchase
Agreement shall be deemed to be references to Articles of or Attachments to this
Agreement, respectively, except as the context requires otherwise.

2.    SUBJECT

      Subject to the terms and conditions of this Agreement:

2.1   Embraer shall sell and deliver and Buyer shall purchase and take delivery
      of ten (10) Firm Aircraft;

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

2.3   Buyer shall have the option to purchase up to twenty (20) Option Aircraft,
      in accordance with Article 21.

3.    PRICE

3.1   Buyer agrees to pay Embraer, in United States dollars, the Aircraft Basic
      Price of USD**Material Redacted** for each EMBRAER 190 Aircraft **Material
      Redacted**.

3.2   The Services and Technical Publications are to be provided **Material
      Redacted** to Buyer. Additional technical publications as well as other
      services shall be billed to Buyer in accordance with Embraer's rates
      prevailing at the time Buyer places a purchase order for such additional
      technical publications or other services.

3.3   The Aircraft Basic Price shall be escalated according to the Escalation
      Formula.

                                     Page 6

<PAGE>

      Such price as escalated shall be the Aircraft Purchase Price and it will
      be provided to Buyer **Material Redacted** months prior to each Aircraft
      Contractual Delivery Date.

4.    PAYMENT

4.1   The prices specified in the previous Article shall be paid by Buyer by
      wire transfer in immediately available United States dollars funds, to a
      bank account to be timely informed by Embraer to Buyer, as follows:

4.1.1 The Initial Deposit of **Material Redacted** per Aircraft is due and
payable **Material Redacted**.

4.1.2 A **Material Redacted** percent (**Material Redacted**%) **Material
Redacted** progress payment in respect of each Aircraft **Material Redacted** is
due and payable **Material Redacted** prior to the relevant Aircraft Contractual
Delivery Date, or upon the execution of this Agreement, whichever occurs later.

4.1.3 A **Material Redacted** (**Material Redacted**%) **Material Redacted**
progress payment in respect of each Aircraft **Material Redacted** is due and
payable **Material Redacted** prior to such relevant Aircraft Contractual
Delivery Date, or upon the execution of this Agreement, whichever occurs later.

4.1.4 A **Material Redacted** (**Material Redacted**%) **Material Redacted**
progress payment in respect of each Aircraft **Material Redacted** is due and
payable **Material Redacted** prior to each relevant Aircraft Contractual
Delivery Date, or upon the execution of this Agreement, whichever occurs later.

4.1.5 The balance of the Aircraft Purchase Price in respect of an Aircraft,
shall become due and payable upon acceptance of such Aircraft by Buyer.

4.2   Late Payments:

      In respect of any amounts which are or may become due and payable pursuant
      to Articles 4.1.1 through and including 4.1.4 which amounts are not paid
      within **Material Redacted** and payable as set forth in Article 4.1,
      interest shall accrue on the relevant amount at the rate of **Material
      Redacted** per annum (the "Default Rate") following the Due Date and
      ending on the date the relevant amount is received by EMBRAER In respect
      of accounts which may become due and payable pursuant to Article 4.1.5,
      interest shall accrue thereon at the rate set forth herein above. Without
      prejudice to Embraer's rights set forth in Article 4.3 below, interest
      accrued will be invoiced by Embraer on a monthly basis, beginning one
      month after **Material Redacted**, and payment thereof shall be made by
      Buyer in accordance with the instructions contained therein.

4.3   Termination for failure to make payments:

      Without prejudice to the payment of interest on late payments set forth
      above, should Buyer fail to make any payment on or before the due date,
      Embraer shall have the right, at its sole discretion, to either (i)
      postpone, the relevant Aircraft Contractual Delivery Date; or (ii)
      terminate this Agreement in relation to the affected Aircraft in
      accordance with Article 20.3, if such failure shall not have been cured
      within **Material Redacted** Days after the date on which Embraer has
      issued a

                                     Page 7

<PAGE>

      written notice to Buyer of such failure.


4.4   Net payments:

4.4.1 All payments to be made by Buyer under this Agreement shall be made
without set-off or withholding whatsoever (except for Embraer Taxes, as defined
in Article 17). If Buyer is obliged by law to make any deduction or withholding
from any such payment (other than for Embraer Taxes), the amount due from Buyer
in respect of such payment shall be increased to the extent necessary to ensure
that, after the making of such deduction or withholding, Embraer receives a net
amount equal to the amount Embraer would have received had no such deduction or
withholding been required to be made.

4.5   Payment Date

      Unless otherwise agreed by the Parties in writing, payment of the amounts
      referred in Articles 4.1.2, 4.1.3, and 4.1.4 shall be made by Buyer on
      **Material Redacted** Day of the month on which each of such payments is
      due.

5.    DELIVERY

5.1   Aircraft: Subject to payment in accordance with Article 4 and the
      provisions of Articles 7 and 9, the Aircraft shall be tendered by Embraer
      to Buyer in the condition required hereunder, by means of a written
      notice, for inspection, acceptance and subsequent delivery in Fly Away
      Factory condition (i.e., Ex works (Incoterms 2000), with the Aircraft to
      be flown away by Buyer), at Sao Jose dos Campos, State of Sao Paulo,
      Brazil, according to the following schedule:

<TABLE>
<CAPTION>
Aircraft Number                Contractual Delivery Date
---------------                -------------------------
<S>                           <C>
      1                       **Material Redacted**/2006
      2                          **Material Redacted**
      3                          **Material Redacted**
      4                          **Material Redacted**
      5                          **Material Redacted**
      6                          **Material Redacted**
      7                          **Material Redacted**
      8                          **Material Redacted**
      9                          **Material Redacted**
      10                      **Material Redacted**/2008
</TABLE>

5.2   **Material Redacted**

6.    CERTIFICATION

6.1   By **Material Redacted**, the Embraer 190LR model aircraft shall be type
      certified by the Brazilian Airworthiness Authority (CTA) and type
      validated by (a) USA FAA in accordance with 14 CFR FAR 25 Amendment 25-84
      effective 10 July 1995 and (b) by the Airworthiness Authority of Panama
      ("AAC"), provided that **Material Redacted**.

                                     Page 8

<PAGE>

6.2   The Aircraft shall be delivered to Buyer in conformity with **Material
      Redacted** and with the requirements set forth herein. Embraer will
      provide Buyer with an export certificate of airworthiness issued by CTA,
      which will certify that, as of the date of its issuance, the Aircraft has
      been inspected and found to conform in all respects to the CTA / AAC
      approved Type Design and in a condition **Material Redacted**. The
      condition of the Aircraft on delivery and the documentation delivered with
      the Aircraft, including the above mentioned export certificate of
      airworthiness, shall **Material Redacted**. Subject to the above, it shall
      be Buyer's responsibility to obtain such certificate of airworthiness for
      and the registration of the Aircraft, at Buyer's sole expense. **Material
      Redacted**

7.    ACCEPTANCE AND TRANSFER OF OWNERSHIP

7.1   Unless Buyer is notified of any delay in delivery in accordance with and
      in conformity with the terms and conditions of this Agreement, the
      Aircraft shall be delivered in accordance with all of the provisions and
      schedules specified in Article 5 and otherwise in such condition as
      required under this Agreement. Embraer shall give Buyer **Material
      Redacted** Days advance facsimile notice of the date on which Embraer
      considers that each Aircraft will be ready for inspection, acceptance and
      subsequent delivery. Upon successful completion of ground and flight tests
      performed by Embraer, Buyer will receive a written confirmation of the
      Scheduled Inspection Date, on which date Buyer shall promptly start
      inspecting such Aircraft.

7.2   Buyer shall have up to **Material Redacted** Days, as necessary, to
      inspect and conduct an acceptance flight of each Aircraft prior to its
      delivery. Embraer will provide the fuel and insurance for the Aircraft's
      acceptance flight in accordance with Embraer insurance policy.

7.3   If Buyer finds an Aircraft acceptable, Buyer shall promptly pay any and
      all amounts then due and payable pursuant to this Agreement, including but
      not limited to all amounts referred to under Articles 4.1, 4.2, 7.8 and 8
      as applicable and accept delivery of such Aircraft, whereupon the
      necessary title and risk transfer documents shall be executed and
      exchanged in order to effect title transfer, subject to all express
      warranties set forth in this Agreement that by their terms survive
      delivery.

7.4   Buyer may decline to accept an Aircraft, which does not materially comply
      with the requirements of Article 6, the specification set forth in
      Attachment "A" or is not in an airworthy condition. For the purposes of
      **Material Redacted**, an Aircraft shall be deemed not to be materially
      compliant when one or more of the Aircraft characteristics identified in
      Article 11.2.1 **Material Redacted** are adversely affected by such
      non-compliance vis-a-vis the specification set forth in Attachment A.

7.5   If Buyer declines to accept an Aircraft, Buyer shall immediately give
      Embraer written notice including its reasons for such refusal and Embraer
      shall have **Material Redacted** Days, commencing on the first Working Day
      after receipt of such notice, to take all necessary actions in order to
      resubmit the Aircraft to Buyer for re-inspection.

                                     Page 9
<PAGE>

7.6   Buyer shall be allowed **Material Redacted** Days to re-inspect the
      Aircraft, starting immediately upon receipt of notice from Embraer that
      all necessary actions were taken. The period required for inspection as
      well as the one mentioned in Article 7.5 shall not be considered as part
      of the **Material Redacted** Day grace period provided for in Article
      9.2.1. In the event Buyer declines to accept an Aircraft after **Material
      Redacted**, the Parties shall convene promptly after final refusal to
      accept the Aircraft in order to negotiate possible solutions. If within
      **Material Redacted** Days counted from the date in which Embraer receives
      notice of such final refusal to accept the Aircraft, Embraer and Buyer
      fail to reach an agreement, then **Material Redacted**.

7.7   Should Buyer fail to perform the acceptance and accept transfer of title
      to an Aircraft **Material Redacted** provided for and in accordance with
      this Article 7, Embraer shall be entitled, at its reasonable discretion,
      to either re-negotiate the terms of this Agreement with Buyer or terminate
      this Agreement with regard to the affected Aircraft pursuant to Article
      20.3. **Material Redacted**

7.8   Notwithstanding the provisions of Article 7.7 and in addition to Embraer's
      rights pursuant to Article 20.3 and **Material Redacted** should Buyer
      fail to perform the acceptance and transfer of title to the Aircraft
      within the time period specified in Articles 7.2, 7.5 and 7.6, as
      applicable **Material Redacted**, interest will accrue at the rate of
      **Material Redacted** over the unpaid balance of the relevant Aircraft
      Purchase Price, prorated from the date **Material Redacted** Days after
      **Material Redacted**. Without prejudice to Embraer's rights set forth in
      Article 7.7, interest accrued will be invoiced by Embraer on a monthly
      basis, beginning one month after the date on which the Aircraft acceptance
      or transfer of title should have been performed, and payment thereof shall
      be made by Buyer in accordance with the instructions contained therein.

8.    STORAGE CHARGE

8.1   A storage charge equal to USD**Material Redacted** per Day shall be
      charged by Embraer to Buyer commencing on:

8.1.1 Buyer's failure to perform inspection or re-inspection of an Aircraft, per
the date or time period properly specified in writing by Embraer, according to
Articles 5 and/or 7, as applicable.

8.1.2 Buyer's acceptance of an Aircraft when Buyer defaults in the fulfillment
of any payment due and in taking title to such Aircraft promptly thereafter.

8.1.3 Buyer's failure to remove an Aircraft from Embraer's facilities after
title transfer has occurred.

8.2   If however, Buyer notifies Embraer in writing **Material Redacted** Days
      in advance of its expected delay in the performance of its obligations set
      forth in Articles 8.1.1, 8.1.2 and 8.1.3, the storage charge shall
      commence on the **Material Redacted** Day after the occurrence of the
      events set forth in Articles 8.1.1, 8.1.2 or 8.1.3, as applicable.

8.3   In the event that an Aircraft Contractual Delivery Date must be extended
      by Embraer from that which is designated in Article 5, due to Buyer's
      failure to

                                    Page 10
<PAGE>

      perform any action or provide any information contemplated by this
      Agreement other than the ones specified in Article 8.1, the storage charge
      shall commence on the **Material Redacted** Day after the Contractual
      Delivery Date relative to such Aircraft.

8.4   Buyer shall pay the storage charge as set forth in Articles 8.1. or 8.3,
      as applicable, in United States dollars, per each month of delay or
      prorated for part thereof, within **Material Redacted** Days after the
      presentation of each invoice by Embraer.

9.    DELAYS IN DELIVERY

9.1   Excusable Delays:

9.1.1 Embraer shall not be held liable or be found in default for any delays in
the delivery of an Aircraft or in the performance of any act to be performed by
Embraer under this Agreement, resulting from, but not restricted to, the
following events or occurrences (hereinafter referred to as "Excusable Delays"):
(a) force majeure (including, but not limited to acts of God, war or state of
war, civil war, insurrection, fire, accident, explosion, flood, act of
government, requisition, strike, labor disputes causing cessation or
interruption of work, including but not limited to walkouts, sick-outs, protests
or slowdowns), (b) inability despite due and all commercially reasonable efforts
to procure any materials, equipment, accessories, parts or means of transport,
or (c) any delay resulting from any failure by Buyer to perform any action or
provide any information contemplated by this Agreement or, (d) delays resulting
from any other cause to the extent it is beyond Embraer's control or does not
result from Embraer's fault or negligence.

9.1.2 Within **Material Redacted** Days after the occurrence of any Excusable
      Delay, Embraer undertakes to send a written notice to Buyer including a
      description of the details involved and an estimate of the effects
      expected upon the timing of the performance of its contractual
      obligations.

9.1.3 Any such delays shall extend the time for delivery of an Aircraft
      **Material Redacted** by the same number of Days required for the cause of
      delay to be remedied, subject in all cases to the provisions of Article
      9.1.4. Embraer undertakes to use all commercially reasonable efforts to
      avoid or remove any cause of Excusable Delay and to minimize its effect on
      the Contractual Delivery Date of an Aircraft **Material Redacted**.

9.1.4 If the cause of such Excusable Delay is such as to last longer than
      **Material Redacted** Days or to render the performance of this Agreement
      impossible, then Buyer shall have the right to terminate this Agreement
      without liability to either Party, except as provided for in Article 20.2.

9.1.5 **Material Redacted**

9.2   Non-Excusable Delays:

9.2.1 If the delivery of an Aircraft is delayed for any reason that does not
      constitute an Excusable Delay (hereinafter a "Non-excusable Delay") by
      more than **Material Redacted** Days after the Contractual Delivery Date
      for such Aircraft, Buyer will

                                    Page 11
<PAGE>

      be entitled to claim from Embraer and Embraer shall pay to Buyer
      liquidated damages equal to **Material Redacted** up to the date that the
      Aircraft is available for inspection and acceptance by, and delivery to
      Buyer in conformity herewith, it being understood that such liquidated
      damages will not, in any event, exceed **Material Redacted** and that it
      will only be due and payable by Embraer to Buyer within **Material
      Redacted** Days after Buyer pays to Embraer the total Aircraft Purchase
      Price, **Material Redacted**.

9.2.2 Upon the occurrence of any event, which constitutes a Non-excusable Delay
      in delivery of an Aircraft, Embraer undertakes to send a written notice to
      Buyer, within **Material Redacted**, including a description of the delay
      and an estimate of the effects expected upon the delivery of the Aircraft.

9.2.3 It is agreed between the Parties that if, with respect to a delayed
      Aircraft, Embraer does not receive a claim for liquidated damages pursuant
      to Article 9.2.1, from Buyer, within **Material Redacted** Days after the
      Actual Delivery Date of such Aircraft, Buyer shall be deemed to have fully
      waived its right to such liquidated damages.

9.2.4 **Material Redacted**

9.3   Delay Due to Loss or Structural Damage of the Aircraft:

      Should any Aircraft be destroyed or damaged before acceptance to the
      extent that it becomes commercially useless, Buyer may, **Material
      Redacted**, either take a replacement Aircraft at a later delivery date to
      be agreed by the Parties, or terminate this Agreement with respect to such
      Aircraft by notice to Embraer given in accordance with Article 23, without
      any liability to either Party. If this Agreement is terminated **Material
      Redacted**, such termination shall discharge the Parties from all
      obligations and liabilities of the Parties hereunder with respect to such
      Aircraft and Services **Material Redacted**.

10.   INSPECTION AND QUALITY CONTROL

10.1  In order to effect inspection and acceptance of the Aircraft as set forth
      in Article 7, Buyer shall send one or more authorized representatives to
      Embraer's facilities in order to verify that the Aircraft was manufactured
      in accordance with the procedures, specifications and other requirements
      specified in this Agreement and according to all applicable quality
      control standards.

10.2  Buyer shall communicate to Embraer the names of its authorized
      representatives, by means of written notice, at least thirty (30) Days
      prior to the earliest delivery date specified in Article 5.

10.3  Such representatives, or other representatives indicated by Buyer, shall
      be authorized and duly empowered to sign the acceptance and documents and
      accept delivery of the Aircraft pursuant to Article 7.

10.4  For the purposes subject of this Article 10, Embraer shall provide
      communication facilities (telephone and facsimile) for Buyer's authorized
      representatives, as well as the necessary tools, measuring devices, test
      equipment and technical assistance as may be necessary to perform
      acceptance tests.

                                    Page 12
<PAGE>

10.5   Buyer's authorized representatives shall observe Embraer's administrative
       rules and instructions while at Embraer's facilities.

10.6   Buyer's authorized representative shall be allowed exclusively in those
       areas related to the subject matter of this Article 10 and Buyer
       furthermore agrees to hold harmless Embraer from and against all and any
       kind of liabilities in respect to such representatives, for whom Buyer is
       solely and fully responsible under all circumstances and in any instance.

11.    CHANGES

11.1   In addition to the requirements of Article 6, each Aircraft will comply
       with the standards defined in Attachment "A" and shall incorporate all
       modifications which are classified as AD's mandatory by CTA or the Air
       Authority as provided in Article 11.4, or those agreed upon by Buyer and
       Embraer in accordance with this Article.

11.2   The Parties hereby agree that changes can be made by Embraer in the
       design of the Aircraft, the definition of which and its respective
       classification shall be in compliance to the Aircraft type specification,
       as follows:

11.2.1 Minor Changes: defined as those modifications which shall not adversely
affect the Aircraft in any of the following characteristics:

       **Material Redacted**

11.2.2 Major Changes: defined as those modifications which affect at least one
of the topics mentioned in Article 11.2.1.

11.3   Embraer shall have the right, but not the obligation (except to the
       extent required by the CTA or applicable Aviation Authorities), to
       incorporate Minor Changes in the Aircraft still in the production line at
       its own cost, without the prior consent of Buyer.

11.4   Embraer shall convey those Major Changes that are classified as AD's by
       means of service bulletins approved by the Air Authority and/or CTA, as
       appropriate. Service bulletins that implement such ADs shall be referred
       to as Mandatory Service Bulletins. Embraer shall incorporate Mandatory
       Service Bulletins as follows:

11.4.1 Compliance required before Actual Delivery Date: Embraer shall
       incorporate Mandatory Service Bulletins at Embraer's expense in a
       reasonable period of time if the compliance time for such Mandatory
       Service Bulletins is before the Actual Delivery Date. Embraer shall not
       be liable for **Material Redacted** resulting from incorporation of
       Mandatory Service Bulletins when the Aircraft has already passed the
       specific production stage affected by the incorporation of said change.

11.4.2 Compliance required after Actual Delivery Date: During the applicable
       Aircraft warranty coverage periods as specified in Attachment "C",
       Embraer shall provide parts kits for Mandatory Service Bulletins that
       are issued either (i) before the relevant Aircraft's Actual Delivery
       Date but with a compliance time after such date or (ii) after the
       relevant Aircraft's Actual Delivery Date. Such kits shall be

                                    Page 13
<PAGE>

      provided **Material Redacted**, excluding **Material Redacted** labor
      charges for installation of such Mandatory Service Bulletins **Material
      Redacted**. Embraer shall not be liable for any downtime of delivered
      Aircraft that may be necessary for the incorporation of any changes. When
      flight safety is affected, such changes shall be immediately incorporated.
      If warranty coverage is not available or applicable pursuant to Attachment
      "C", the provisions of Article 11.5 shall apply.

      For the avoidance of doubt, the **Material Redacted** shall **Material
      Redacted** pursuant to **Material Redacted**.

11.5  Major changes, (other than those which are AD's mandatory per Article
      11.4), any change developed by Embraer as product improvement and any
      change required by Buyer, including those changes required by Panamanian
      authorities as a consequence of alterations, amendments and/or innovations
      of its present applicable regulations, shall be considered as optional
      and, pursuant to Buyer's request, the corresponding cost proposals shall
      be submitted by Embraer to Buyer for consideration and approval. Should
      Buyer not approve any such change, it shall not be incorporated in the
      Aircraft.

11.6  Any Major Change to the Aircraft, made in accordance with the foregoing
      paragraphs, which affect the provisions of Attachment "A", shall be
      incorporated in said Attachment by means of an amendment.

11.7  Except as concerns AD's and Minor Changes, the Aircraft shall, on the
      Scheduled Inspection Date, comply with the terms and conditions of
      Attachment "A" as from time to time amended pursuant to Article 11.6.
      Determination of such compliance shall be made by Buyer pursuant to
      Article 7.

12.   WARRANTY

      The materials, design and workmanship relative to the Aircraft subject to
      this Agreement, will be warranted in accordance with the terms and
      conditions specified in Attachment "C". If Buyer intends to place the
      Aircraft on lease to another Party or to assign, transfer or novate the
      rights and obligations except as specified in Article 14, it is Buyer's
      responsibility to obtain the prior written consent of Embraer, which
      consent shall not be unreasonably withheld or delayed, as well as to
      provide Embraer written notice of any changes as to Buyer's designated
      lessee or assignee complying with item 5 of Attachment "C".

13.   PRODUCT SUPPORT PACKAGE

      Embraer shall supply to Buyer the Product Support Package described in
      Article 2 of Attachment "B", which includes Embraer's spare parts policy,
      the Technical Publications and the Services.

14.   ASSIGNMENT

      Buyer's rights and obligations hereunder may not be assigned, transferred
      or novated without the prior written consent of Embraer, which shall not
      be unreasonably withheld or delayed. Notwithstanding the foregoing, Buyer
      may immediately before delivery assign the rights to take delivery of an
      Aircraft and

                                    Page 14
<PAGE>
      Buyer's rights pursuant to **Material Redacted** to any related person or
      entities or to any trust created by it or such persons or to any financing
      party whether by way of security in connection with the financing or the
      sale/leaseback of any Aircraft to be operated by Compania Panamena de
      Aviacion, S.A.

      Embraer's rights and obligations hereunder may not be assigned or
      delegated without the prior written consent of Buyer, which shall not be
      unreasonably withheld or delayed.

15.   RESTRICTIONS AND PATENT INDEMNITY

      This sale does not include the transfer of designs, copyrights, patents,
      and other similar rights to Buyer. Embraer warrants that the Aircraft and
      all systems, accessories, equipment, items and parts manufactured by or at
      the direction or utilizing designs of Embraer do not infringe any patent,
      copyright or other proprietary right of any person. Subject to Buyer's
      duty to promptly advise Embraer of any alleged infringement (it being
      understood that any failure to so notify Embraer shall only relieve
      Embraer of its obligations pursuant hereto to the extent of actual
      prejudice suffered by Embraer as a direct result of such failure), Embraer
      shall indemnify, defend, protect and hold Buyer harmless with respect to
      any claims, suits, actions, judgments, liabilities, damages and costs,
      including reasonable attorney fees and expenses arising out of or in
      connection with any actual or alleged infringement by any Aircraft or any
      system, accessory, equipment, item or part installed on any Aircraft at
      the time of delivery of such Aircraft or thereafter, at Embraer's
      direction. In the event of any such infringement, and in addition to the
      foregoing obligations of Embraer, Embraer shall promptly, at its sole
      option and expense, either: (i) procure for Buyer the right to use the
      system, accessory or equipment or part; (ii) replace such system
      accessory, equipment or part with a non-infringing item or part; or (iii)
      modify such system, accessory, equipment or part to make it
      non-infringing.

      This indemnity shall not apply to Buyer-furnished equipment, nor to
      aircraft engines or APUs, nor to any system, accessory, equipment or part
      that was not manufactured to Embraer's detailed design, nor to any system,
      accessory, equipment or part manufactured to Embraer's detailed design
      without Embraer's consent.

16.   MARKETING PROMOTIONAL RIGHTS

      Embraer shall have the right to show for marketing purposes, free of any
      charge, the image of Buyer's Aircraft, painted with Buyer's colors and
      emblems, affixed in photographs, drawings, films, slides, audiovisual
      works, models or any other medium of expression (pictorial, graphic, and
      sculptural works), through all mass communications media such as
      billboards, magazines, newspaper, television, movie, theaters, as well as
      in posters, catalogues, models and all other kinds of promotional
      material. **Material Redacted** Embraer **Material Redacted**. In the
      event such Aircraft is sold to or operated by or for another company or
      person, Embraer shall be entitled to disclose such fact, as well as to
      continue to

                                    Page 15
<PAGE>

      show the image of the Aircraft, free of any charge, for marketing
      purposes, either with the original. If accepted, said prohibition,
      however, shall in no way apply to the promotional materials or pictorial,
      graphic or sculptural works already existing or to any contract for the
      display of such materials or works already binding Embraer at the time of
      receipt of the notification. **Material Redacted**.

17.   TAXES

      Embraer shall pay all taxes **Material Redacted** as may be imposed under
      Brazilian laws. All other taxes, **Material Redacted** as may be imposed
      on the transactions subject of this Agreement, shall be borne by Buyer.

18.   APPLICABLE LAW

      This Agreement shall be construed in accordance with and its performance
      shall be governed by the laws of the State of New York, USA without regard
      to any conflict of law rules other than General Obligations Law 5-1401 and
      5-1402.

19.   JURISDICTION

      All disputes arising in connection with this Agreement shall be finally
      settled in the courts of the United States District Court for the Southern
      District of New York located in the county of New York, provided that if
      such court lacks jurisdiction, disputes shall be resolved in the state
      courts for the state of New York sitting in the Borough of Manhattan, City
      of New York. The Parties hereby waive any other court of Jurisdiction that
      may be competent for settlement of disputes arising from this Agreement.

      **Material Redacted**

20.   TERMINATION

20.1  Should either Party fail to perform its obligations hereunder, the other
      Party shall be entitled to give notice of such failure and to require that
      such failure be remedied within the period specified in that notice, which
      period shall not be less than **Material Redacted** Days. Should such
      failure not be remedied within the period so specified, then the Party who
      gave notice of such failure shall be entitled to terminate this Agreement
      **Material Redacted**. The foregoing provision shall not apply in any
      circumstance where a specific right of termination is made available
      hereunder or will be made available hereunder upon the expiration of a
      specific period of time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
      AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN ANY
      CIRCUMSTANCE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL OR PUNITIVE
      DAMAGES WHICH MAY ARISE OUT OF, OR BE CONNECTED TO, ANY BREACH OR DEFAULT
      UNDER OF ANY TERM, CONDITION, COVENANT, WARRANTY, OR PROVISION OF THIS
      AGREEMENT, AND WHICH EITHER PARTY WOULD OTHERWISE BE ENTITLED TO UNDER ANY
      APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO ANY CLAIMS SOUNDING IN
      CONTRACT, TORT, EQUITY OR STATUTE.

20.2  Buyer and Embraer shall have the right to terminate this Agreement in
      respect to

                                    Page 16
<PAGE>

      the relevant Aircraft, upon the occurrence of any Excusable Delay of
      **Material Redacted** Days or longer, unless otherwise agreed in writing
      by the Parties, and Buyer shall have the right to terminate this Agreement
      in respect to the relevant Aircraft upon the occurrence of any
      Non-excusable Delay of **Material Redacted** Days or longer after the
      relevant Aircraft Contractual Delivery Date, such rights to be exercisable
      by written notice from one Party to the other to such effect no earlier
      than such **Material Redacted** Day, as applicable. Upon receipt of such
      notice of termination by Buyer or Embraer, as the case may be, **Material
      Redacted**. It is hereby agreed by the Parties that, in either case, no
      other indemnity shall be due by Embraer to Buyer.

      **Material Redacted**

20.3  If Buyer terminates this Agreement before the Actual Delivery Date of an
      Aircraft (except as provided in Article 20.1 and 20.2) or if Embraer
      terminates this Agreement in relation to an Aircraft, pursuant to Articles
      4.3 or 7.7, Buyer shall pay to Embraer (i) damages in an amount equal to
      **Material Redacted**. For these purposes Embraer may **Material
      Redacted**. It is hereby agreed by the Parties that upon the receipt by
      Embraer of the amounts set forth above, no other indemnity shall be due by
      Buyer to Embraer.

      **Material Redacted**

20.4  If Buyer terminates this Agreement in respect to an Aircraft pursuant to
      Article 7.6, Embraer, shall **Material Redacted**, with no other penalty
      or indemnity being due by Embraer to Buyer in this case.

      **Material Redacted**

20.5  **Material Redacted**

21.   OPTION FOR THE PURCHASE OF ADDITIONAL AIRCRAFT

      Buyer shall have the option to purchase twenty (20) additional Option
      Aircraft, to be delivered in accordance with the following Option Aircraft
      contractual delivery date:

<TABLE>
<CAPTION>
 Option                                  **Material        Option                              Exercise
Aircraft    Delivery month               Redacted**       Aircraft      Delivery month           Date
--------    --------------               ----------       --------      --------------         --------
<S>         <C>                          <C>              <C>           <C>                   <C>
   1          **Material                 **Material          12           **Material          **Material
              Redacted**                 Redacted**                       Redacted**          Redacted**
   2          **Material                                     13           **Material
              Redacted**                                                  Redacted**
   3          **Material                 **Material          14           **Material
              Redacted**                 Redacted**                       Redacted**
   4          **Material                                     15           **Material          **Material
              Redacted**                                                  Redacted**          Redacted**
   5          **Material                 **Material          16           **Material
              Redacted**                 Redacted**                       Redacted**
</TABLE>

                                     Page 17

<PAGE>

<TABLE>
<CAPTION>
 Option                                  **Material        Option                              Exercise
Aircraft    Delivery month               Redacted**       Aircraft      Delivery month           Date
--------    --------------               ----------       --------      --------------         --------
<S>         <C>                          <C>              <C>           <C>                   <C>
   6          **Material                                     17           **Material
              Redacted**                                                  Redacted**
   7          **Material                                     18           **Material          **Material
              Redacted**                                                  Redacted**          Redacted**
   8          **Material                                     19           **Material
              Redacted**                                                  Redacted**
   9          **Material                 **Material          20           **Material
              Redacted**                 Redacted**                       Redacted**
  10          **Material
              Redacted**
  11          **Material
              Redacted**
</TABLE>

The Option Aircraft will be supplied in accordance with the following terms and
conditions:

21.1    **Material Redacted** is due and payable by Buyer to Embraer in
        accordance with **Material Redacted**.

21.2    The unit basic price of the Option Aircraft shall be equal to the unit
        Aircraft Basic Price, provided that such Option Aircraft be delivered
        within the delivery period above mentioned and in the same
        configuration, specification and installations specified in Attachment
        "A", as it is written on the date of signature of this Agreement,
        determining the Option Aircraft Basic Price.

21.3    The unit basic price of each relevant Option Aircraft above mentioned
        shall be escalated according to the escalation formula subject of
        Attachment "D", determining the Option Aircraft Purchase Price.

21.4    The payment of the Option Aircraft Purchase Price shall be made
        according to the following:

21.4.1  **Material Redacted** shall apply **Material Redacted**.

21.4.2  A progress payment of **Material Redacted** percent (**Material
        Redacted**%) of the unit Option Aircraft Basic Price less the relevant
        Option Aircraft Initial Deposit is due and payable **Material Redacted**
        prior to each relevant Option Aircraft contractual delivery date.

21.4.3  A progress payment of **Material Redacted** percent (**Material
        Redacted**%) of the unit Option Aircraft Basic Price is due and payable
        **Material Redacted** prior to each relevant Option Aircraft contractual
        delivery date.

21.4.4  A progress payment of **Material Redacted** percent (**Material
        Redacted**%) of the unit Option Aircraft Basic Price is due and payable
        **Material Redacted** prior to each relevant Option Aircraft contractual
        delivery date.

21.4.5  The balance of each relevant Option Aircraft Purchase Price is due and
        payable upon acceptance of each relevant Option Aircraft by Buyer.

                                    Page 18
<PAGE>

21.4.6  The provisions of Article 4.3 through 4.5 shall apply mutatis-mutandis,
        to the payments to be made by Buyer towards the Option Aircraft.

21.5    Buyer has the option to purchase the Option Aircraft in **Material
        Redacted**. Exercise of each **Material Redacted** shall be accomplished
        by means of a written notice from Buyer delivered to Embraer by mail,
        return receipt requested, express delivery or facsimile, no later than
        the "Exercise Date" **Material Redacted**, otherwise **Material
        Redacted**.

        On the **Material Redacted** Exercise Date, Buyer shall inform Embraer
        **Material Redacted** will be exercised or not. In the event on the
        Exercise Date Buyer elects to not exercise **Material Redacted**,
        Buyer's options **Material Redacted**.

        If, however, in the Exercise Date Buyer elects to exercise its option in
        **Material Redacted**, Buyer will **Material Redacted**, provided
        however **Material Redacted** in Embraer's **Material Redacted**.

21.6    If the options are confirmed by Buyer as specified above, (a) an
        amendment to this Agreement shall be executed by and between the Parties
        within thirty (30) Days following the Option Aircraft option exercise
        date, setting forth the terms and conditions applicable to, if any,
        exclusively to the Option Aircraft and (b) the **Material Redacted**
        shall **Material Redacted**.

21.7    For the avoidance of any doubt, the terms and conditions contained in
        this Agreement shall also apply to any exercised Option Aircraft, with
        the exception that the product support package to be applied to the
        exercised Option Aircraft shall be as described in Article 2 of
        Attachment "B".

22.     INDEMNITY

        Buyer agrees to indemnify and hold harmless Embraer and Embraer's
        officers, agents, employees and assignees from and against all
        liabilities, damages, losses, judgments, claims and suits, including
        costs and expenses incident thereto, which may be suffered by, accrued
        against, be charged to or recoverable from Embraer and/or Embraer's
        officers, agents, employees and assignees by reason of loss or damage to
        property or by reason of injury or death of any person resulting from or
        in any way connected with the performance of services by employees,
        representatives or agents of Embraer for or on behalf of Buyer related
        to Aircraft delivered by Embraer to Buyer, including, but not limited
        to, technical operations, maintenance, and training services and
        assistance performed while on the premises of Embraer or Buyer, while in
        flight on Buyer-owned Aircraft or while performing any other service, at
        any place, in conjunction with the Aircraft operations of Buyer, except
        to the extent caused by Embraer's willful misconduct or gross
        negligence.

23.     NOTICES

        All notices permitted or required hereunder shall be in writing in the
        English language and sent, by recognized international courier service
        or facsimile, to the attention of the Director of Contracts as to
        Embraer and of the CEO as to Buyer, to the addresses indicated below or
        to such other address as either Party may, by

                                    Page 19
<PAGE>

      written notice, designate to the other. All notices shall be deemed to
      have been duly made, given and received, only when properly addressed (as
      set forth below): (i) on the date received by personal delivery; or (ii)
      on the date received when deposited with a internationally recognized
      courier service; or (iii) five business days after sending, when sent via
      Certified Mail, Return Receipt Request; or (iv) upon receipt when sent via
      facsimile (with a second copy sent via Mail) to the facsimile number set
      forth below and a confirmation of receipt is received by the sending
      Party:

23.1  EMBRAER:

       EMBRAER - Empresa Brasileira de Aeronautica S.A.
       Av. Brigadeiro Faria Lima, 2170
       12.227-901 Sao Jose dos Campos - SP - Brasil
       Telephone: (+55 12) 3927-1410
       Facsimile: (+55 12) 3927-1257

23.2  BUYER:

       REGIONAL AIRCRAFT HOLDINGS LTD.
       c/o Galindo, Arias y Lopez
       Avenida Federico Boyd Numero 51 Piso 11
       Panama, Rep of Panama
       Fax: 507-263-5335

24.   CONFIDENTIALITY

      Neither Buyer nor Embraer shall disclose the terms of this Agreement
      except as needed to its officers, employees, auditors, insurers (brokers)
      and legal advisors and except (a) as required by law or legal process, (b)
      to a prospective financing party in connection with the financing of
      Aircraft (limited to assignable provisions), or (c) with the prior written
      consent of the other party. In addition, Buyer and Embraer may disclose
      the terms of this Agreement **Material Redacted**, provided that
      **Material Redacted**, or in the case of **Material Redacted**. Without
      limiting the foregoing, in the event either Party is legally required to
      disclose the terms of this Agreement, each Party agrees to exert its best
      efforts to request confidential treatment of the articles and conditions
      of this Agreement relevantly designated by the other as confidential.

25.   SEVERABILITY

      If any provision or part of a provision of this Agreement or any of the
      Attachments shall be, or be found by any authority or court of competent
      jurisdiction to be, illegal, invalid or unenforceable, such illegality,
      invalidity or unenforceability shall not affect the other provisions or
      parts of such provisions of this Agreement, all of which shall remain in
      full force and effect.

26.   NON-WAIVER

                                    Page 20
<PAGE>

      Except as otherwise specifically provided to the contrary in this
      Agreement, any Party's refrain from exercising any claim or remedy
      provided for herein shall not be deemed a waiver of such claim or remedy,
      and shall not relieve the other Party from the performance of such
      obligation at any subsequent time or from the performance of any of its
      other obligations hereunder.

27.   INTEGRATED AGREEMENT

      All attachments and exhibits referred to or delivered in connection with
      this Agreement and/or attached hereto are, by such reference or
      attachment, incorporated in this Agreement to the same extent as if fully
      set forth herein.

28.   NEGOTIATED AGREEMENT

      Buyer and Embraer agree that this Agreement, including all of its
      Attachments, has been the subject of discussion and negotiation and is
      fully understood by the Parties, and that the rights, obligations and
      other mutual agreements of the Parties contained in this Agreement are the
      result of such complete discussion and negotiation between the Parties.

29.   WAIVER OF JURY TRIAL

      EACH OF EMBRAER AND BUYER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
      PROCEEDING TO WHICH THEY ARE BOTH PARTIES INVOLVING, DIRECTLY OR
      INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE)
      IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT.

30.   WAIVER OF IMMUNITY

      To the extent that either party may in any jurisdiction in which
      proceedings may at any time be taken for the determination of any question
      arising under or for the enforcement of this Agreement be entitled to
      claim or otherwise be accorded for itself or its respective property,
      assets or revenues immunity fro suit or attachment (whether in aid of
      execution, before judgment or otherwise) or other legal process, and to
      the extent that in any such jurisdiction, there may be attributed to
      either party, or its respective property, assets or revenues such immunity
      (whether or not claimed), both Parties hereby irrevocably agree not to
      claim and waive such immunity to the fullest extent permitted by the law
      of such jurisdiction.

31.   PAYMENTS IN US DOLLARS

      All amounts to be paid hereunder shall be paid in United States dollars
      ("Dollars"), in immediately available funds. The specifications of Dollars
      in this transaction is of the essence. The obligations of either party in
      respect of payments to be made hereunder shall not be discharged by an
      amount paid in another currency, whether pursuant to a judgment or
      otherwise, to the extent that the amount so paid on prompt conversion to
      Dollars under normal banking procedures does not yield the amount of
      Dollars owing to the party receiving the same. If a party receives an
      amount in respect of the other party's liability under this Agreement or
      if such liability is converted into a claim, proof, judgment or

                                    Page 21
<PAGE>

      order in a currency other than Dollars, the party liable for payment will
      indemnify the party to whom payment is to be made an in independent
      obligation against any loss arising out of or as a result of such receipt
      or conversion. If the amount received by such party, when converted into
      Dollars (at the market rate at which the receiving party is able on the
      relevant date to purchase Dollars in New York with that other currency) is
      less than the amount owed in Dollars the party liable for such payment
      hereunder will, forthwith on demand, pay to the party entitled to receive
      such payment an amount in Dollars equal to the deficit.

32.   COUNTERPARTS

      This Agreement may be signed by the Parties in any number of separate
      counterparts with the same effect as if the signatures thereto and hereto
      were upon the same instrument and all of which when taken together shall
      constitute one and the same instrument.

33.   ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement of the Parties with
      respect to the matters contained herein and supersedes all previous and
      connected negotiations, representations and agreements between the
      Parties, whether in writing or other form. This Agreement may not be
      altered, amended or supplemented except by a written instrument executed
      by the Parties.

                                    Page 22
<PAGE>

         ATTACHMENT "A" - AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND
                               REGISTRATION MARKS

1.    STANDARD AIRCRAFT

      The EMBRAER 190 Aircraft shall be manufactured according to the standard
      configuration specified in Embraer's Preliminary Technical Description
      PTD-190/195 Rev.3 dated as of November 2002 **Material Redacted**.

2.    OPTIONAL EQUIPMENT

      2.1   OPTIONS TO STANDARD AVIONICS CONFIGURATION

            **Material Redacted**

      2.2   OPTIONAL SYSTEM/OTHER EQUIPMENT

            a)    GE CF34-10E5A1 Engines

            b)    LR Version

            **Material Redacted**

      2.3   INTERIOR OPTIONAL ITEMS

            **Material Redacted**

**Material Redacted**

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
      **Material Redacted** months prior to the relevant Aircraft Contractual
      Delivery Date.

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

      3.2 INTERIOR FINISHING:

      Buyer shall inform Embraer on or before **Material Redacted** 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 **Material Redacted** by the time Buyer informs Embraer its
      intention to use such different materials and patterns.

      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

<PAGE>

      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 **Material Redacted** of the
      Aircraft **Material Redacted**. All BFE equipment shall be delivered to
      Embraer in DDP - Embraer facilities in Sao Jose 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" AND THE TERMS OF THE PRELIMINARY
TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT "A" SHALL
PREVAIL.

                                   Page 2 of 2
<PAGE>

                                  ATTACHMENT B
                   FERRY EQUIPMENT AND PRODUCT SUPPORT PACKAGE

1.    FERRY EQUIPMENT AND ASSISTANCE

      1.1   If it is necessary for any ferry equipment to be installed by
            Embraer for the ferry flight of any Aircraft between Brazil and
            Panama, Embraer will make available a standard ferry equipment to
            Buyer (hereinafter the "Kit"), at **Material Redacted**, except as
            set forth below. In this case, Buyer shall immediately upon its
            arrival in Panama, remove the Kit from the Aircraft and return it to
            Embraer in Brazil at **Material Redacted**, including the necessary
            insurance.

            If Embraer provides the Kit to Buyer and if the Kit is either
            utilized, whether totally or not, or if the Kit is not returned by
            Buyer, complete and in the same condition **Material Redacted** as
            it was delivered to Buyer, Buyer shall pay Embraer the **Material
            Redacted**.

            In such case, the original Kit shall become the property of Buyer,
            and Buyer shall make the above mentioned payment to Embraer upon
            presentation of a sight draft by Embraer.

      1.2   Embraer shall make a representative available on board each Aircraft
            during the ferry flight of such Aircraft in order to support Buyer's
            personnel in assisting the flight crew with Air Traffic Control
            (ATC) communications while over flying Brazilian airspace, and
            communication with Brazilian custom clearances and Aircraft
            refueling individuals. Such representative shall remain on board of
            the Aircraft until the last stop in Brazilian territory. Any other
            arrangement shall be requested by Buyer no less than thirty (30)
            Business Days prior to the relevant Aircraft Contractual Delivery
            Date and shall be contingent upon the concurrence of Embraer at its
            sole criteria, such concurrence not to be unreasonably withheld.

2.    PRODUCT SUPPORT PACKAGE

      2.1   MATERIAL SUPPORT

            2.1.1. SPARES POLICY

                   Embraer guarantees the supply of spare parts, ground support
                   equipment and tooling, except engines and its accessories,
                   hereinafter referred to as "Spare(s)", for the Aircraft for a
                   period of **Material Redacted** years after **Material
                   Redacted** delivery of the last aircraft of the same type
                   **Material Redacted**. Except as may otherwise be expressly
                   set forth herein, such Spares shall be supplied according to
                   the prevailing availability, sale conditions, delivery
                   schedule and effective price on the date of acceptance by
                   Embraer of the purchase order. The Spares may be supplied
                   either by Embraer in Brazil or through its subsidiaries or
                   distribution centers located abroad.

            2.1.2. RSPL

                   As soon as reasonably practicable, but no later than
                   **Material Redacted** months prior to the first Aircraft
                   delivery date, Embraer shall present to Buyer a recommended
                   Spare provisioning list (the "RSPL"). The objective of the
                   RSPL is to provide Buyer with a detailed list of Spares that
                   will be

<PAGE>

                   reasonably necessary to support the initial operation and
                   maintenance of the Aircraft by Buyer. Such recommendation
                   will be made in consultation with Buyer and be based on the
                   experience of Embraer and on the operational parameters
                   established by Buyer.

                   Embraer will provide a qualified team to attend
                   pre-provisioning conferences as necessary to discuss Buyer
                   requirements and the RSPL as well as any available spare
                   parts support programs offered by Embraer. Such meeting shall
                   be held at a mutually agreed upon place and time.

                   Buyer may elect to acquire all the items contained in the
                   RSPL or to combine a partial acquisition of the RSPL items
                   with a participation in the special spare parts support
                   programs, available from Embraer.

                   Buyer may acquire the items contained in the RSPL directly
                   from Embraer or directly from Embraer's vendors. For the
                   items contained in the RSPL that Buyer elects to purchase
                   directly from Embraer (the "IP Spares"), Buyer must place a
                   purchase order with Embraer on or before **Material
                   Redacted** Days prior to the first Aircraft Contractual
                   Delivery Date in order to have the IP Spares available in
                   stock by the **Material Redacted**. For purchase orders
                   placed by Buyer out of the schedule set forth above, the IP
                   Spares shall be provided to Buyer in accordance with the
                   quoted lead times. Embraer will deliver the IP Spares in
                   **Material Redacted** condition, at the port of clearance
                   indicated by Embraer.

                   As requested by Buyer, but in no case **Material Redacted**,
                   Embraer will update the data of the RSPL incorporating
                   engineering and price changes. Embraer will maintain a master
                   copy of the RSPL updated until **Material Redacted**.

            2.1.3. CREDIT FOR SURPLUS IP SPARES

                   Embraer offers to Buyer a program for certain surplus IP
                   Spares manufactured by Embraer and which were recommended in
                   writing by Embraer limited to the quantities, part numbers
                   and serial numbers (if applicable) identified in the relevant
                   invoices. Such program will provide terms no less favorable
                   than the following:

                   a.    Credit Program: During the period commencing **Material
                         Redacted** years after delivery of the first Aircraft
                         under the Purchase Agreement of which this is an
                         Attachment and ending **Material Redacted** years after
                         such delivery, Embraer will, upon receipt of a written
                         request and subject to the exceptions and conditions in
                         paragraphs a.1; a.2; a.3 and a.4 of this section, offer
                         a credit for new and unused IP Spares manufactured by
                         Embraer (i) which have been supplied by Embraer as IP
                         Spares for the Aircraft subject of this Agreement and
                         (ii) which are surplus to Buyer's needs. Such
                         credit may be used toward the purchase of Spares
                         manufactured by Embraer, Technical Publications or
                         Services (excluding training) offered by Embraer.

                   b.    EXCEPTIONS: Embraer will not issue credits for IP
                         Spares which

                                     Page 2
<PAGE>

                         were purchased by Buyer in excess of or differently
                         from the Spares recommended in writing by Embraer to
                         Buyer by the IPL as initial provisioning for the
                         Aircraft (as amended from time to time by agreement of
                         the Parties) and for IP Spares which have become
                         obsolete or have been superseded by another part as a
                         result of (i) Buyer's modification of an Aircraft for
                         which the IP Spares were purchased; (ii) Embraer design
                         improvements (except for IP Spares which have become
                         obsolete because of a defect in design); (iii) IP
                         Spares which are shelf-life limited; (iv)damaged IP
                         Spares; or (v) IP Spares that were not stored in
                         accordance with OEM guidelines.

                   c.    CREDIT VALUES: The credit for each IP Spare to be
                         issued by Embraer will be: **Material Redacted** an
                         amount equal to **Material Redacted**.

                   d.    DELIVERY OF SURPLUS IP SPARES: IP Spares for which a
                         credit has been requested shall be delivered by Buyer,
                         freight and insurance prepaid, to Embraer's plant in
                         Sao Jose dos Campos, SP, Brazil, or any other
                         destination as Embraer may reasonably designate. All
                         returned IP Spares are subject to Embraer's quality
                         control inspection and acceptance. All IP Spares which
                         are rejected by Embraer's quality control and/or are
                         included in the exceptions set forth in paragraph a.1
                         hereinabove, will be returned to Buyer at Buyer's
                         expense, no credit being due in this case.

                   e.    CREDIT ISSUE: After Embraer's acceptance of those IP
                         Spares suitable for the credit program, under the terms
                         of this Agreement, Embraer will notify the available
                         credit amount to Buyer and provide all relevant
                         information as to credit utilization.

            2.1.4. OTHER SPARES SERVICES

                   AOG services: Embraer will maintain a call center for the AOG
                   (Aircraft On Ground) services, twenty four (24) hours a day,
                   seven (7) days a week. All the contacts with the call center
                   can be made through TOLL FREE numbers (phone and fax) and
                   e-mail. Embraer will also maintain the regular direct lines
                   (phone and fax), in case of failures. The information
                   concerning TOLL FREE, regular lines and e-mail address can be
                   obtained through the Customer Account Manager designated to
                   Buyer by Embraer or through Embraer's Customer Service
                   offices. Embraer will deliver parts under AOG from the
                   nearest location to Buyer's facilities, provided that the
                   part is available at this location at the moment of the
                   request **Material Redacted**

                   Other than AOG orders, Buyer may expedite spare parts orders
                   as spare parts critical orders (imminent AOG or work stoppage
                   situation) or as spare parts routine expedite orders (urgent
                   stock replenishment - "USR"). Embraer will deliver expedite
                   spare parts ordered, within the following lead times:

                                     Page 3
<PAGE>

                   **Material Redacted**

                   Routine and/or Critical Spares: Embraer will deliver routine
                   and/or critical Spares (other than AOG Spares) **Material
                   Redacted**, depending on where the purchase order was placed
                   with or otherwise agreed between Embraer and Buyer. Routine
                   and/or critical Spares shall be delivered according to their
                   lead times, depending upon the purchase order priority and
                   with the respective authorized release certificate or any
                   similar document issued by a duly authorized person.

                   Upon receipt of an order from Buyer, according to the above
                   referred terms, Embraer shall send to Buyer the shipping
                   information (airwaybill number and flight date and number)
                   after receipt of such information from the freight forwarder
                   indicated by Buyer in the shipping instructions provided to
                   Embraer by Buyer in the relevant order.

      AIRCRAFT TECHNICAL PUBLICATIONS:

            2.2.1. AIRCRAFT PUBLICATIONS

                   Embraer shall supply, at **Material Redacted**, copies of
                   operational and maintenance publications applicable thereto,
                   in the English language and in the quantities as specified in
                   Exhibit "1" to this Attachment "B". Such publications are
                   issued under the applicable specification **Material
                   Redacted**. The revision service for these publications is
                   provided, **Material Redacted**, including mailing services
                   (except for air cargo shipping) and the software license fee
                   for the CD ROM, **Material Redacted**.

            2.2.2. VENDOR ITEMS PUBLICATIONS

                   With respect to vendor items installed in the Aircraft which
                   have their own publications, Buyer will receive them in the
                   quantity specified in Exhibit "1" to this Attachment "B", in
                   their original content and printed form, directly from the
                   suppliers, which are also responsible to keep them
                   continuously updated through a direct communication system
                   with Buyer.

            2.2.3  Within **Material Redacted** months prior to the Contractual
                   Delivery Date of the first Aircraft, Embraer shall **Material
                   Redacted**, and Buyer shall **Material Redacted** no later
                   than **Material Redacted** before the first Aircraft
                   Contractual Delivery Date, **Material Redacted**.

            2.2.4  The Parties further understand and agree that in the event
                   Buyer elects not to take all or any one of the publications
                   above mentioned, or revisions thereof, no refund or other
                   financial adjustment of the Aircraft Basic Price will be made
                   since such publications are offered at no charge to Buyer.

      SERVICES

            Embraer shall provide familiarization programs and on-site support
            for the Aircraft (the "Services") in accordance with the terms and
            conditions described below:

                                     Page 4
<PAGE>

            2.3.1  Familiarization Programs:

                   a.    Familiarization program specified below is being
                         offered at **Material Redacted**, except for **Material
                         Redacted**. The familiarization programs shall be
                         conducted in accordance with the customer's training
                         program and with all applicable regulations and
                         requirements of the FAA.

                   b.    Notwithstanding the eventual use of the term "training"
                         in this paragraph 2.3.1, the intent of this program is
                         solely to familiarize Buyer's pilots, mechanics,
                         employees or representatives, duly qualified per the
                         governing body in the country of Buyer's operation,
                         with the operation and maintenance of the Aircraft. It
                         is not the intent of Embraer to provide basic training
                         ("ab-initio") to any representatives of Buyer.

                   c.    The familiarization program, as applicable, shall occur
                         prior to **Material Redacted** Aircraft Actual Delivery
                         Date as it shall be previously agreed upon by Buyer and
                         Embraer. Buyer must give written notification to
                         Embraer **Material Redacted** Days in advance of
                         Buyer's expected training schedule, including the full
                         name and identification of each attendee. Substitutions
                         will not be accepted for training within this period.
                         Should Buyer not take all or any portion of the
                         familiarization program for an Aircraft on or before
                         **Material Redacted** months following the Actual
                         Delivery Date of such Aircraft, Buyer shall be deemed
                         to have fully waived its rights to such service, no
                         refund or indemnity being due by Embraer to Buyer in
                         this case.

                   d.    All familiarization programs **Material Redacted**
                         shall be provided by Embraer or its qualified
                         designated representative in **Material Redacted**, or
                         at such other location as Embraer shall reasonably
                         designate.

                   e.    The part of the pilot familiarization program relative
                         to the ground school shall be provided, **Material
                         Redacted** as may be agreed by Embraer and Buyer.
                         **Material Redacted** The familiarization program
                         referred to above covers:

                         e.1   One (1) Pilot Familiarization Program for up to
                               **Material Redacted** pilots per Aircraft
                               including (i) ground familiarization as regards
                               Aircraft systems, weight and balance, performance
                               and normal/emergency procedures and, (ii) flight
                               simulator training in a **Material Redacted**
                               simulator in accordance with the local
                               airworthiness authority's approved Flight
                               Operations Training Program.

                         e.2   One (1) Maintenance Familiarization Course for up
                               to **Material Redacted**qualified mechanics
                               **Material Redacted**. This course shall consist
                               of classroom familiarization with Aircraft
                               systems and structures and shall be in accordance
                               with ATA specification 104, level III.

                                     Page 5
<PAGE>

                         e.3   One (1) Flight Attendant Familiarization Course
                               for up to **Material Redacted**. This course
                               shall consist of classroom familiarization,
                               including a general description of Aircraft and
                               systems to be used by flight attendants.
                               **Material Redacted**

                         e.4   **Material Redacted**

                         e.5   **Material Redacted**

                   f.    If requested, Embraer through its field support
                         representative referred to in Article 2.3.2 below, may
                         demonstrate the procedures described in the classroom,
                         subject to Buyer's Aircraft availability.

                   g.    Buyer shall be solely responsible for submitting its
                         training programs to the Air Authority for approval.
                         Embraer shall give Buyer reasonable assistance in such
                         process.

                   h.    The presence of Buyer's authorized trainees shall be
                         allowed exclusively in those areas related to the
                         subject matter hereof and Buyer agrees to hold harmless
                         Embraer from and against all and any kind of
                         liabilities in respect of such trainees to the extent
                         permitted by law.

                   i.    **Material Redacted**

                   Any other service will be subject to a specific agreement to
                   be negotiated by the Parties and will be charged by Embraer
                   accordingly.

            2.3.2  **Material Redacted**support:

                   a.    Embraer shall indicate at its sole discretion, and
                         provide **Material Redacted** to Buyer, the services of
                         a field support representative ("FSR") **Material
                         Redacted**

                   b.    FSR shall assist and advise Buyer on the Aircraft
                         maintenance during its initial operation and act as
                         liaison between Buyer and Embraer.

                   c.    At no charge to Embraer, Buyer shall provide such FSR
                         with communication services (telephone, facsimile) as
                         well as office space and facilities at Buyer's main
                         maintenance base, and Buyer shall also (a) arrange all
                         necessary work permits and airport security clearances
                         required for Embraer employees, to permit the
                         accomplishment of the services mentioned in this item
                         2.3.2, in due time; and (b) obtain all necessary custom
                         clearances both to enter and depart from Buyer's
                         country for Embraer's employees and their personal
                         belongings and professional tools.

                   d.    During the **Material Redacted**, Buyer shall permit,
                         as required, reasonable access to the maintenance and
                         operation facilities as well as to the data and files
                         of Buyer's Aircraft fleet during normal business hours.
                         It is hereby agreed and understood that Buyer shall
                         make available at the office designated for permanence
                         of the FSR, one (1) set of updated Technical
                         Publications as referred to in Article 2.2 above, it
                         being Buyer's responsibility to perform the revision
                         services

                                     Page 6
<PAGE>

                         in order to maintain such publications updated within
                         the period **Material Redacted**

                   e.    Buyer shall bear all **Material Redacted**. These
                         expenses shall be borne by Embraer **Material
                         Redacted**.

                   f.    Without a previous written authorization from Embraer,
                         FSR shall not participate in test flights or flight
                         demonstrations. In case Buyer obtains such previous
                         authorization, Buyer shall include the FSR in Buyer's
                         insurance policy. Embraer reserves the right to halt
                         the services mentioned in this item 2.3.2, should any
                         of the following situations occur at Buyer's base (for
                         the duration of such situation): a) there is a labor
                         dispute or work stoppage in progress; b) war or war
                         like operations, riots or insurrections; c) any
                         conditions which is dangerous to the safety or health
                         of Embraer's employee; or d) the government of Buyer's
                         country refuses permission to Embraer's employee to
                         enter the country.

                   g.    The Parties further understand and agree that in the
                         event Buyer elects not to take all or any portion of
                         the **Material Redacted** support provided for herein,
                         **Material Redacted**. Any other additional **Material
                         Redacted** support shall depend on mutual agreement
                         between the Parties and shall be charged by Embraer
                         accordingly.

                   h.    The presence of FSR shall be allowed exclusively in
                         those areas related to the subject matter hereof and
                         Embraer agrees to hold harmless Buyer from and against
                         all and any kind of liabilities in respect of such FSR
                         to the extent permitted by law, **Material Redacted**.

      2.4   PRODUCT SUPPORT PACKAGE FOR THE OPTION AIRCRAFT

            The product support package for the exercised Option Aircraft shall
            be limited to **Material Redacted**.

                                     Page 7
<PAGE>

            EXHIBIT "1" TO ATTACHMENT B - TECHNICAL PUBLICATIONS LIST

The quantity of technical publications covering Aircraft operation and
maintenance shall be delivered to Buyer in accordance with the following list:

OPERATIONAL SET

<TABLE>
<S>                                                                                                          <C>
    Title                                                                                                    **Material Redacted**

1.  Airplane Flight Manual (AFM)(*)                                                                          **Material Redacted**
2.  Weight & Balance Manual (WB)(*)                                                                          **Material Redacted**
3.  Airplane Operations Manual (AOM)(*)                                                                      **Material Redacted**
4.  Quick Reference Handbook (QRH)(*)                                                                        **Material Redacted**
5.  Dispatch Deviation Procedures Manual (DDPM)(*)                                                           **Material Redacted**
6.  Supplementary Performance Manual (SPM)(*)                                                                **Material Redacted**
7.  Operational Bulletins Set (OB)                                                                           **Material Redacted**
8.  Standard Operating Procedures Manual (SOPM)                                                              **Material Redacted**
9.  Flight Attendant Manual (FAM)                                                                            **Material Redacted**
MAINTENANCE SET

    Title                                                                                                    **Material Redacted**

10. Aircraft Maintenance Manual (AMM) (***)                                                                  **Material Redacted**
11. Aircraft Illustrated Parts Catalog (AIPC) (***)                                                          **Material Redacted**
12. Fault Isolation Manual (FIM) (***)                                                                       **Material Redacted**
13. Non Destructive Testing Manual (NDI) (***)                                                               **Material Redacted**
14. Maintenance Planning Document (MPD) (****)
15. Wiring Manual (WM) (***)                                                                                 **Material Redacted**
16. Structural Repair Manual (SRM) (***)                                                                     **Material Redacted**
17. Service & Information Bulletins Set (SB/IB)                                                              **Material Redacted**
18. Service Newsletters (SNL)                                                                                **Material Redacted**
19. Parts Information Letter (PIL)                                                                           **Material Redacted**
20. System Schematic Manual (SSM) (***)                                                                      **Material Redacted**
21. Instructions for Ground Fire Extinguishing and Rescue (IGFER) (****)                                     **Material Redacted**
22. Airport Planning Manual (APM) (****)                                                                     **Material Redacted**
23. Illustrated Tool & Equipment Manual (ITEM) (****)                                                        **Material Redacted**
24. Task Card System CDROM (TCS) (***)                                                                       **Material Redacted**
25. Ramp Maintenance Manual (RMM) (***)                                                                      **Material Redacted**
26. Power plant Build-up Manual (PPBM) (**)                                                                  **Material Redacted**
27. Corrosion Prevention Manual (CPM) (***)                                                                  **Material Redacted**
28. Component Maintenance Manual (CMM) (**)                                                                  **Material Redacted**
29. Airplane Recovery Manual (ARM) (****)                                                                    **Material Redacted**
30. Maintenance Facility and Equipment Planning (MFEP) (****)                                                **Material Redacted**
31. Standard Wiring Practices Manual (SWPM) (****)                                                           **Material Redacted**
32. Standard Manual (SM)                                                                                     **Material Redacted**
33. Consumable Products Catalog (CPC)                                                                        **Material Redacted**
34. Maintenance Review Board Report (MRB)                                                                    **Material Redacted**
</TABLE>

(*)    One extra copy on board each Aircraft
(**)   To be delivered by the suppliers directly to Buyer.
(***)  **Material Redacted**
(****) **Material Redacted**

                                     Page 1
<PAGE>

                                 ATTACHMENT "C"
                 WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP

1.    Embraer, subject to the conditions and limitations hereby expressed,
      warrants the Aircraft subject of the Purchase Agreement to which this will
      be an Attachment, as follows:

      a.    For a period of **Material Redacted** months from the date of
            delivery to Buyer, such Aircraft will be free from:

          -     Defects in materials, workmanship and manufacturing processes in
                relation to parts manufactured by Embraer or by its
                subcontractors holding an Embraer part number;

          -     Defects inherent to the design of the aircraft and its parts
                designed or manufactured by Embraer or by its subcontractors
                holding an Embraer part number.

      b.    For a period of **Material Redacted** months from the date of
            delivery to Buyer, such Aircraft will be free from:

          -     Defects in operation of vendor (Embraer's supplier) manufactured
                parts, not including the Engines, Auxiliary Power Unit (APU) and
                their accessories ("Vendor Parts"), as well as failures of
                mentioned parts due to incorrect installation or installation
                not complying with the instructions issued or approved by their
                respective manufacturers.

          -     Defects due to non-conformity of Vendor Parts to the technical
                specification referred to in the Purchase Agreement of the
                aircraft.

      Once the above-mentioned periods have expired, Embraer will transfer to
      Buyer the original Warranty issued by the vendors, to the extent the same
      remains in effect and shall provide Buyer with reasonable assistance in
      enforcing its rights in respect thereof.

2.    Embraer, subject to the conditions and limitations hereby expressed,
      warrants that:

      a.    All spare parts or ground support equipment, not including Engines,
            APU and their Accessories, which have been manufactured by Embraer
            or by its subcontractors holding an Embraer part number, which will
            permit their particular identification and which have been sold by
            Embraer or its representatives will, for a period of **Material
            Redacted** months from the date of the invoice, be free from defects
            of design, material, workmanship, manufacturing processes and
            defects inherent to the design of the above mentioned parts or
            ground support equipment.

      b.    All spare parts or ground support equipment, which have been
            designed and manufactured by vendors, not including Engines, APU and
            their related accessories, and stamped with a serial number which
            will permit their particular identification and which have been sold
            by Embraer or its representatives will, for a period of **Material
            Redacted** months from the date of the invoice, be free from
            malfunction, defect of material and manufacture.

3.    The obligations of Embraer as expressed in this Warranty are limited to
      replace or repair **Material Redacted** depending solely upon its own
      judgment, the parts that are returned to Embraer or its representatives
      within a period of **Material

<PAGE>

      Redacted** Days after the occurrence of the defect, at Buyer's expense
      (including but not limited to, freight, insurance, taxes and customs
      duties), adequately packed, provided that such components are actually
      defective and that the defect has occurred within the periods stipulated
      in this certificate. Should the defective part not be returned to Embraer
      within such **Material Redacted** Days period, Embraer shall have the
      right, at its sole discretion, to deny the warranty claim.

      NOTE: Notification of any defect claimed under this item 3 must be given
            to Embraer within **Material Redacted** Days after such defect is
            found.

      All parts **Material Redacted**. All parts **Material Redacted**.

      Parts supplied to Buyer as replacement for defective parts are warranted
      for the balance of the warranty period still available from the original
      warranty of the exchanged parts.

4.    Embraer will accept no warranty claims under any of the circumstances
      listed below:

      a.    When the Aircraft has been subjected to experimental flights (not
            including **Material Redacted** undertaken at the request of
            Embraer), or in any other way not in conformity with the flight
            manual or the airworthiness certificate, or subjected to any manner
            of use in contravention of applicable navigation or other
            regulations and rules of either the government authorities of
            whatever country in which the aircraft is operated or I.C.A.O.;

      b.    When the Aircraft or any of its parts have been altered or modified
            by Buyer, without prior approval from Embraer or from the
            manufacturer of the parts through a service bulletin **Material
            Redacted**;

      c.    Whenever the Aircraft or any of its parts have been involved in an
            accident (other than an accident unrelated to the claim for which
            coverage is sought), or when parts either defective or not complying
            to manufacturer's design or specification have been used **Material
            Redacted**;

      d.    Whenever parts have had their identification marks, designation,
            seal or serial number altered or removed;

      e.    In the event of negligence, misuse or maintenance services done on
            the aircraft, or any of its parts not in accordance with the
            respective maintenance manual;

      f.    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.

5.    This Warranty does not apply to defects presented by expendable items,
      whose service life or maintenance cycle is lower than the warranty period,
      and to materials or parts subjected to deterioration.

6.    The Warranty hereby expressed is established between Embraer and Buyer,
      and it cannot be transferred or assigned to others, unless by written
      consent of Embraer or according to Article 14 of the Purchase Agreement of
      which this is an Attachment.

                                  Page 2 of 3

<PAGE>

7.    THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND REMEDIES OF
      BUYER SET FORTH IN THIS WARRANTY CERTIFICATE ARE EXCLUSIVE AND IN
      SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL
      OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF EMBRAER AND ANY ASSIGNEE
      OF EMBRAER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST
      EMBRAER OR ANY ASSIGNEE OF EMBRAER, EXPRESS OR IMPLIED, ARISING BY LAW OR
      OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT OR FAILURE OR ANY
      OTHER REASON IN ANY AIRCRAFT OR OTHER ITEM DELIVERED UNDER THE PURCHASE
      AGREEMENT OF WHICH THIS IS AN ATTACHMENT, INCLUDING DATA, DOCUMENT,
      INFORMATION OR SERVICE, INCLUDING BUT NOT LIMITED TO:

      a.    ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

      b.    ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
            DEALING OR USAGE OF TRADE;

      c.    ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER
            OR NOT ARISING FROM THE NEGLIGENCE OR OTHER RELATED CAUSES OF
            EMBRAER OR ANY ASSIGNEE OF EMBRAER, WHETHER ACTIVE, PASSIVE OR
            IMPUTED; AND

      d.    ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR
            DAMAGE TO ANY AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH
            RESPECT TO ANY AIRCRAFT OR FOR ANY OTHER DIRECT, INCIDENTAL OR
            CONSEQUENTIAL DAMAGES.

      For the **Material Redacted**.

8.    No representative or employee of Embraer is authorized to establish any
      other warranty than the one hereby expressed, nor to assume any additional
      obligation, relative to the matter, in the name of Embraer and therefore
      any such statements eventually made by, or in the name of Embraer, shall
      be void and without effect.

                                   Page 3 of 3
<PAGE>

                                 ATTACHMENT "D"
                            PRICE ESCALATION FORMULA

                              **Material Redacted**

                                   **3 pages**

                                     Page 1
<PAGE>

                                 ATTACHMENT "E"
                              **MATERIAL REDACTED**

                              **Material Redacted**

                                   **2 pages**

                                   Page 1 of 1
<PAGE>

                                 ATTACHMENT "F"
                              **MATERIAL REDACTED**

                              **Material Redacted**

                                   **8 pages**

                                   Page 1 of 1
<PAGE>

                                 ATTACHMENT "G"
                              **MATERIAL REDACTED**

                              **Material Redacted**

                                   **8 pages**

                                   Page 1 of 1
<PAGE>

                     ATTACHMENT "H" - PERFORMANCE GUARANTEE

1.    GUARANTEES

      Embraer, subject to the conditions and limitations hereby expressed, and
      considering the Aircraft EMBRAER 190 LR version, equipped with Embraer
      furnished General Electric CF34-10E5A1 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 at a gross weight of **Material
            Redacted** lb (**Material Redacted** kg) in a standard day (ISA), at
            an altitude of **Material Redacted** ft, at **Material Redacted**
            KTAS using not more than maximum cruise thrust, shall not be less
            than the guarantee value:

            Nominal: **Material Redacted** NAM/lb

            Guarantee: **Material Redacted** NAM/lb

      1.2 WEIGHT GUARANTEE

            1.2.1 Maximum Take-Off Weight (MTOW) of the Aircraft shall not be
                  less than **Material Redacted** lb.

            1.2.2 Maximum Landing Weight (MLW) of the Aircraft shall not be less
                  than **Material Redacted** lb.

            1.2.3 Maximum Zero Fuel Weight (MZFW) of the Aircraft shall not be
                  less than **Material Redacted** lb.

            1.2.4 Maximum Equipped Empty Weight (EEW) for the Aircraft in Buyer
                  configuration as defined in the table below is guaranteed not
                  to exceed **Material Redacted** lb (**Material Redacted** kg).

            **Material Redacted**

      1.3   **Material Redacted**

2.    AIRCRAFT CONFIGURATION

      2.1   The guarantees stated above are based on the Aircraft configuration
            as defined in the Technical Description PTD-190 Rev.3, dated
            November/2002, 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. Embraer shall account for such
            adjustments in its evidence of compliance with the guarantees. Any
            **Material Redacted**, this **Material Redacted**.

            In the event that after the date of this Agreement any unforeseen
            change is made to any law, governmental regulation or mandatory
            requirement, or in the

<PAGE>

            application 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 **Material Redacted** shall be
            adjusted by Embraer for the following in its evidence of compliance
            with such guarantees:

            a.    Changes to the Detail Specification including change requested
                  by Buyer, Major Changes (as defined in the Purchase Agreement)
                  or any other changes mutually agreed upon between the Buyer
                  and Embraer.

            b.    The difference between the component weight allowances given
                  in the appropriate section of 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   Unless otherwise specified, the CTA Certification Basis regulations
            are specified in the Aircraft Type Certificate Data Sheet.

      3.3   The **Material Redacted** include **Material Redacted**

      3.4   The **Material Redacted** are based on **Material Redacted**.

      3.5   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
            Gallon.

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 Section 1 of this
            Attachment H **Material Redacted**.

      4.2   Embraer's obligations in respect to the guarantees stated in Section
            1 of this Attachment H, are limited to Buyer's right to **Material
            Redacted**, 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 an 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 Section 1 of this Attachment H, **Material
            Redacted**.

      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 **Material Redacted** shall be
            based on the conditions specified in that sections, the Aircraft
            configuration contained in Attachment "A" to the Purchase Agreement
            and the guarantee conditions of Section 3 above.

                                  Page 2 of 3

<PAGE>

      5.2   Compliance with the takeoff and landing performance guarantees shall
            be based on the CTA approved Airplane Flight Manual for the
            Aircraft.

      5.3   Compliance with the **Material Redacted** shall be established by
            calculations based on the comparison mentioned in Section 4.1 above.

      5.4   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.

      5.5   Compliance with the Manufacturer's Empty Weight guarantee shall be
            based on information in the appropriate approved weight and balance
            manual, or 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 AIRCRAFT PERFORMANCE.

      6.3   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 or
            other express warranties in the Purchase Agreement.

                                  Page 3 of 3

<PAGE>

                         EXHIBIT 1 TO THE ATTACHMENT "H"

                                    EXHIBIT 1

                              **Material Redacted**

                                   **7 pages**

                                   Page 1 of 1