exv10w16






EXHIBIT 10.16

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406









PURCHASE AGREEMENT COM0188-10




between



EMBRAER — EMPRESA BRASILEIRA



DE AERONÁUTICA S.A.



and



AIR LEASE CORPORATION







 









 





INDEX




	 	 	 	 	 
	ARTICLE	 	PAGE
	1. INTERPRETATION
	 	 	4	 
	2. SUBJECT
	 	 	7	 
	3. PRICE
	 	 	7	 
	4. PAYMENT
	 	 	7	 
	5. DELIVERY
	 	 	9	 
	6. CERTIFICATION
	 	 	9	 
	7. ACCEPTANCE AND TRANSFER OF OWNERSHIP
	 	 	10	 
	8. STORAGE CHARGE
	 	 	12	 
	9. DELAYS IN DELIVERY
	 	 	12	 
	10. DELIVERY INSPECTION
	 	 	14	 
	11. CHANGES
	 	 	15	 
	12. WARRANTY
	 	 	17	 
	13. PRODUCT SUPPORT PACKAGE
	 	 	17	 
	14. ASSIGNMENT
	 	 	17	 
	15. RESTRICTIONS AND PATENT INDEMNITY
	 	 	18	 
	16. MARKETING PROMOTIONAL RIGHTS
	 	 	19	 
	17. TAXES
	 	 	20	 
	18. APPLICABLE LAW
	 	 	20	 
	19. JURISDICTION
	 	 	20	 
	20. TERMINATION
	 	 	21	 
	21. OPTION AIRCRAFT
	 	 	22	 
	22. INTENTIONALLY OMITTED
	 	 	24	 
	23. NOTICES
	 	 	24	 
	24. CONFIDENTIALITY
	 	 	24	 
	25. FOREIGN CONTENT
	 	 	25	 
	26. SEVERABILITY
	 	 	25	 
	27. NON-WAIVER
	 	 	25	 
	28. INTEGRATED AGREEMENT
	 	 	25	 
	29. NEGOTIATED AGREEMENT
	 	 	26	 
	30. COUNTERPARTS
	 	 	26	 
	31. ENTIRE AGREEMENT
	 	 	26	 












			
	 	 	 
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ATTACHMENTS




	 	 	 

	“A” -

	 	AIRCRAFT CONFIGURATION
	 

	 	Exhibit 1 to Attachment A ([*])
	 

	 	Exhibit 2 to Attachment A ([*])
	 
	 	 
	“B” -

	 	FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE
	 

	 	Exhibit 1 to Attachment B (LIST OF TECHNICAL PUBLICATIONS)
	 

	 	Exhibit 2 to Attachment B (SPECIAL INSURANCE CLAUSES)
	 
	 	 
	“C” -

	 	WARRANTY CERTIFICATE — MATERIAL AND WORKMANSHIP
	 
	 	 
	“D” -

	 	[*]








 




			
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for confidential treatment.








			
	 	 	 
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PURCHASE AGREEMENT COM0188-10



THIS AGREEMENT IS ENTERED INTO THIS 5th DAY OF OCTOBER 2010, BY AND BETWEEN EMBRAER -
EMPRESA BRASILEIRA DE AERONÁUTICA S.A. AND AIR LEASE CORPORATION, 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 AIR
LEASE CORPORATION AND EXECUTED BY TWO AUTHORIZED OFFICERS OF EMBRAER — EMPRESA BRASILEIRA DE
AERONÁUTICA S.A.




1. INTERPRETATION



1.1. Definitions



For the purpose of this Agreement, the following definitions are hereby adopted by the Parties:



1.1.1. “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.



1.1.2. “AD’s”: shall mean effective Airworthiness Directives issued by either the ANAC or the
Airworthiness Authority, in connection with and with respect to the Aircraft.



1.1.3. “Agreement” or “Purchase Agreement”: shall mean this purchase agreement.



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



1.1.5. “Aircraft Basic Price”: shall mean the Aircraft price, as defined in Article 3.1.



1.1.6. “Aircraft Purchase Price”: shall mean the Aircraft price, effective on the relevant Aircraft
Contractual Delivery Date, resulting from the application of the [*] as set forth in Article 3.3.



1.1.7. “Airworthiness Authority”: shall mean the aviation authority as defined in Article 6.






 




			
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1.1.8. “ANAC”: shall mean the Brazilian civil aviation authority — Agência Nacional de Aviação
Civil.



1.1.9. “Business Day(s)”: shall mean a day on which banks are open for business in São José dos
Campos, São Paulo in Brazil, and New York in the United States.



1.1.10. “Buyer”: shall mean AIR LEASE CORPORATION, a company organized and existing under the laws
of the United States with its principal place of business at 2000 Avenue of the Stars, Suite 600N,
Los Angeles, CA 90067.



1.1.11. “Buyer’s Customer” Buyer’s Customer shall mean any lessee of an undelivered Aircraft
identified in accordance with Article 6.



1.1.12. “Contractual Delivery Date”: shall mean the delivery date referred to in Article 5.



1.1.13. “Day(s)”: shall mean calendar days.



1.1.14. “Embraer”: shall mean Embraer — Empresa Brasileira de Aeronáutica S.A., a Brazilian
corporation organized and existing under the laws of Brazil with its principal place of business at
Av. Brigadeiro Faria Lima, 2170, São José dos Campos, SP, Brazil.



1.1.15. [*]



1.1.16. “FAF”: shall mean delivery of an Aircraft in fly-away-factory condition, flying from the
place designated in Article 5 and cleared for export by Embraer.



1.1.17. “Initial Deposit”: shall mean the aggregate initial deposit referred to in Article 4.1.1.



1.1.18. “LIBOR”: for purposes of calculating any rate under this Agreement for any period for which
the same is to be established, shall mean a rate per annum equal to the US$ Six-Month LIBOR
published or reported by the Telerate Channel (equal to the US$ interest rate for a period of
Six-months displayed on page LIBOR 01 of the Reuters screen or any successor or substitute page of
such screen, providing rate quotations comparable to those currently provided on such page of such
screen) at 11:00 a.m. London time, in the London interbank market on the first day of such period
(or if such date is not a London business day, the immediately preceding London business day) and
in an amount comparable to the amount for which such rate is to be established. For purposes of
this definition, ”London business day” means any day excluding Saturday, Sunday and any day on
which commercial banks in London, England are authorized or required by law to remain closed.



1.1.19. “Major Changes”: shall mean the changes to the design of the Aircraft, as defined in
Article 11.2.2.






 




			
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for confidential treatment.






			
	 	 	 
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1.1.20. “Mandatory Service Bulletins”: shall mean the mandatory service bulletins applicable to the
Aircraft, which are issued by Embraer to implement the AD’s referred to under Article 11.4.



1.1.21. “Minor Changes”: shall mean the changes to the design of the Aircraft defined as per the
terms and conditions of Article 11.2.1.



1.1.22. “Option Aircraft” shall be the additional EMBRAER 190 LR aircraft that Buyer shall have the
option to purchase as per the terms of Article 21.



1.1.23. “Parties”: shall mean Embraer and Buyer.



1.1.24. “Product Support Package”: shall mean the products and Services to be provided by Embraer
as per Article 13.



1.1.25. “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.



1.1.26. “Services”: shall mean the familiarization and on-site support for the Aircraft, part of
the Product Support Package, as specified in Article 2.3 of Attachment “B”.



1.1.27. “Technical Publications”: shall mean the technical documentation pertaining and related to
the Aircraft, as identified in Article 2.2 and listed in Exhibit 1, both to Attachment “B”.



1.1.28. “USD” or “US$”: shall mean the legal currency of the United States of America.



1.1.29. “Vendor”: shall mean third party suppliers of equipment, parts, tools, ground support and
test equipment to Embraer to use on or in connection with the Aircraft.



1.1.30. “Working Day(s)”: shall mean a day, other than Saturday, Sunday or holiday, on which
Embraer in São José dos Campos, SP, Brazil is open for business.



1.2 Construction



In this Agreement unless otherwise expressly provided:



1.2.1 words importing the plural shall include the singular and vice versa,



1.2.2 a reference to an Article, Attachment or Exhibit is a reference to an Article, Attachment or
Exhibit to this Agreement, and



1.2.3 the headings in this Agreement are to be ignored in construing this Agreement.






			
	 	 	 
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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 fifteen (15)
Aircraft;



2.2 Embraer shall provide to Buyer the Services and the Technical Publications as described in
Attachment “B” to this Agreement; and



2.3 Buyer shall have the option to purchase up to five (5) Option Aircraft, in accordance with
Article 21.




3. PRICE



3.1 The Aircraft Basic Price of each Aircraft is USD [*].



3.2 The Services and Technical Publications are to be provided [*] to Buyer in accordance with
Attachment B. 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 [*]. Such price [*] shall be the Aircraft Purchase Price and
it will be provided by Embraer to Buyer [*] prior to each Aircraft Contractual Delivery Date.




4. PAYMENT



4.1 To secure the Aircraft delivery positions set forth in Article 5 and to ensure delivery of
Aircraft in accordance with the delivery schedule set forth in Article 5, Buyer shall pay Embraer
for each Aircraft the amounts set forth in Article 3 in accordance with the terms and conditions
contained in this Article 4. The Parties acknowledge that each of the Aircraft and the
corresponding delivery positions have been reserved for purchase by Buyer and such Aircraft have
been removed from the market. The amounts specified in Article 3 shall be paid by Buyer by wire
transfer in immediately available USD funds, to a bank account to be timely informed by Embraer.



The Aircraft Purchase Price for each Aircraft shall be paid by Buyer, as follows:



4.1.1 [*]



4.1.2 [*]



4.1.3 [*]






 




			
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4.1.4 [*].



4.1.5 [*].



4.1.6 The balance of each Aircraft Purchase Price shall become due and payable upon acceptance of
each relevant Aircraft by Buyer.



4.2 In the event of Buyer failing to pay any amount payable as set forth in [*] hereunder on the
relevant due date, Buyer shall pay to Embraer immediately upon demand made from time to time
interest on such amount, or any part thereof, not paid from the date on which the same was due and
payable until the date on which the same is paid in full at the [*]. For the payments referred to
under [*] shall be calculated [*]. Without prejudice to Embraer’s rights set forth in [*], interest
accrued will be invoiced by Embraer on a monthly basis, beginning one month after the date on which
payments should have been made, and payment thereof shall be made by Buyer in accordance with the
instructions contained therein.



4.3 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 and if such failure shall not have been cured
[*], Embraer shall have the right to [*]. Notwithstanding the foregoing, Embraer shall have the
right to [*].



4.4 Net payments: all payments to be made by Buyer under this Agreement shall be made without set
off or withholding whatsoever. If Buyer is obliged by law to make any deduction or withholding from
any such payment, 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 [*], shall be made by Buyer on or before the [*] each of such payments is due.



4.6 Non-refundable payments: except as expressly determined otherwise in this Agreement, all
payments made by Buyer to Embraer hereunder shall be non-refundable.






 




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







			
	 	 	 
	
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5. DELIVERY



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




	 	 	 	 	 	 	 	 	 
	Aircraft	 	Contractual Delivery Date	 	Aircraft	 	Contractual Delivery Date
	01

	 	[*] 2011
	 	 	09	 	 	[*]
	02

	 	[*]
	 	 	10	 	 	[*]
	03

	 	[*]
	 	 	11	 	 	[*]
	04

	 	[*]
	 	 	12	 	 	[*]
	05

	 	[*]
	 	 	13	 	 	[*]
	06

	 	[*]
	 	 	14	 	 	[*]
	07

	 	[*]
	 	 	15	 	 	[*] 2013
	08

	 	[*]	 	 	 	 	 	 





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




6. CERTIFICATION



6.1 The Embraer 190 aircraft is type certified pursuant to:



(i) EASA airworthiness requirement JAR 25 Change 15.



(ii) ANAC airworthiness requirement RBHA 25 (Airworthiness Standards — Transport Category
Airplanes), corresponding to U.S. FAR part 25, including amendments 25-1 through to 25-117, except
section 25.981(c) of Amendment 25-102, Amendment 25-106, Section 25.735(h) of Amendment 25-107,
Amendment 111, Amendment 115 and Amendment 116.



(iii) FAA airworthiness requirement FAR 25 — Airworthiness Standards Transport Category Airplanes,
including amendments 25-1 through to 25-117, except section 25.981(c) of Amendment 25-102,
Amendment 25-106, Section 25.735(h) of Amendment 25-107, Amendment 111, Amendment 115 and
Amendment 116.






 




			
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6.2 Upon the timely request by Buyer, Embraer shall provide the validation of the type
certification issued by either ANAC, FAA or EASA as applicable, in [*] in which Buyer intends to
place the Aircraft on lease (the “New Jurisdiction”). For the purpose of such validation, Embraer
shall supply the local airworthiness authority (the “Airworthiness Authority”) the information
regarding the EMBRAER 190 aircraft and the ANAC/FAA/EASA type-certification (as applicable) in the
form and content then available to Embraer. Buyer shall bear all costs and expenses charged by the
Airworthiness Authority regarding the validation of the type certification chosen by Buyer as well
as [*].



6.3 The Aircraft shall be manufactured by Embraer in compliance with ANAC/FAA/ EASA type
certification (as applicable) and the operational requirements of the Airworthiness Authority,
except for the items that are [*].



6.4 Embraer shall deliver the Aircraft to Buyer with an export certificate of airworthiness issued
by the ANAC complying with the type certificate. The condition of the Aircraft at delivery and the
documentation delivered with the Aircraft, including the above mentioned export certificate of
airworthiness, shall enable Buyer to obtain a certificate of airworthiness from the Airworthiness
Authority. Subject to the above, it shall be Buyer’s responsibility to obtain such certificate of
airworthiness for and the registration of the Aircraft in the country(ies) where Buyer intends to
register the relevant Aircraft, at Buyer’s sole expense.



6.5 Unless Buyer notifies Embraer otherwise in a timely manner, Embraer shall manufacture the
Aircraft in accordance with the type certification issued by [*].




7. ACCEPTANCE AND TRANSFER OF OWNERSHIP



7.1 Unless Buyer is notified otherwise, the Aircraft shall be delivered in accordance with the
provisions and schedules specified in Article 5. Embraer shall give Buyer [*] advance notice by
e-mail or facsimile of the date on which Embraer considers that each Aircraft will be ready for
inspection, acceptance and subsequent delivery. The final notification shall be issued by Embraer
to Buyer with no less than [*] prior to the date that the Aircraft will be made available for
Buyer’s inspection, which date shall be defined as the “Scheduled Inspection Date”, on which date
Buyer shall promptly start inspecting such Aircraft.






 




			
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for confidential treatment.




			
	 	 	 
	
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7.2 Buyer shall be allowed a reasonable period of time but in no event greater than [*] to inspect
and conduct an acceptance flight of each Aircraft prior to its delivery. Embraer will [*].



7.3 If Buyer finds an Aircraft acceptable, Buyer shall promptly execute and deliver a certificate
of acceptance of such Aircraft and pay any and all amounts then due and payable pursuant to this
Agreement, including but not limited to all amounts referred to in Articles 4.1, 4.2, 7.8 and 8 as
applicable. Simultaneously with receipt of the certificate of acceptance and the payments then due
and payable, Embraer shall issue a warranty bill of sale, thus effecting transfer of title and risk
in and to the Aircraft to Buyer, free and clear of any liens and encumbrances, at which time Buyer
shall promptly remove the Aircraft from the facilities of Embraer.



7.4 Buyer may decline to accept an Aircraft which does not materially comply with the specification
set forth in Attachment “A” or is not in an airworthy condition.



7.5 If Buyer declines to accept an Aircraft, Buyer shall give Embraer written notice of all
specific reasons for such refusal within [*] period permitted above and Embraer shall have [*] to
take all necessary actions in order to correct such defect and resubmit the Aircraft to Buyer for
re-inspection.



7.6 Buyer shall be allowed [*] 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 [*]. In the event
Buyer declines to accept an Aircraft after this procedure is carried out [*].



7.7 Should Buyer fail to perform the acceptance and transfer of title to the Aircraft or to give
Embraer written notice of specific reasons for refusal, within the periods provided for and in
accordance with this Article 7, Embraer shall [*] shall only become effective if such default of
Buyer has not been cured [*].



7.8 Notwithstanding the provisions of Article 7.7 and in addition to Embraer’s rights pursuant to
Article 20.3 should Buyer fail to perform the acceptance and transfer of title to the Aircraft when
required pursuant to Articles 7.2, 7.3, 7.5 and 7.6, as applicable, interest will accrue at the
[*]. 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.






 




			
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for confidential treatment.






			
	 	 	 
	
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8. STORAGE CHARGE



8.1 A storage charge equal to USD [*] 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 when required
hereunder, per the date or time period specified in writing by Embraer, according to Articles 5
and/or 7, as applicable, from the date [*] after the date Buyer was required to start such
inspection or re-inspection; or



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 immediately thereafter; or



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 [*] 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 above, the storage
charge shall commence on the [*] after the occurrence of the events set forth in Articles 8.1.1,
8.1.2 or 8.1.3 above, 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 perform any action or provide any
information contemplated by this Agreement other than the ones specified in the preceding
paragraphs, the storage charge shall commence on the [*] 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
USD, per each month of delay or prorated for any part thereof, within [*] 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 beyond the Contractual Delivery Date 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”): [*].






 




			
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9.1.2 [*] after the occurrence of any of the above mentioned events which constitute causes of
Excusable Delays in the delivery of an Aircraft beyond the Contractual Delivery Date or in the
performance of any act or obligation to be performed by Embraer under this Agreement, 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 or performance of any act
or obligation to be performed by Embraer under this Agreement, by the same number of Days required
for the cause of delay to be remedied, subject to the limit indicated in Article 9.1.4. Embraer
undertakes to use commercially reasonable efforts whenever possible to avoid or remove any such
cause of delay in the delivery of an Aircraft or performance of any act or obligation to be
performed by Embraer under this Agreement.



9.1.4 If the cause of such Excusable Delay is such as to last longer than [*] or to render the
performance of this Agreement impossible, as a whole or with respect of one or more specific
undelivered Aircraft, then the Parties shall attempt to renegotiate the terms of this Agreement
accordingly, at any time but in no event later than [*]. In the event that the Parties fail to
agree on such terms, [*].



9.1.5 If, however, the cause of such Excusable Delay is attributable to Buyer in accordance with
[*] shall be deemed to limit Embraer’s rights to terminate in accordance with Article 20.



9.2 Non-Excusable Delays:



9.2.1 If the delivery of an Aircraft is delayed, and such delay does not constitute an Excusable
Delay (hereinafter referred to as “Non-Excusable Delays”), by more than [*] and subsequent delivery
to Buyer by means of written confirmation of the successful completion of ground and flight tests
performed by Embraer, to be provided as per Article 7.1 which shall be deemed to be the Scheduled
Inspection Date, it being understood that [*].






 




			
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for confidential treatment.





			
	 	 	 
	
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9.2.2 Upon the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of
an Aircraft, Embraer undertakes to send a written notice to Buyer, within a reasonable period of
time, including a description of the delays 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 [*],
Buyer shall be deemed to [*].



9.3 Delay Due to Loss or Structural Damage of the Aircraft



If, before delivery thereof an Aircraft is lost, destroyed or, in the reasonable opinion of
Embraer, is damaged beyond economic repair (“Total Loss”), then Embraer will notify Buyer to this
effect as soon as reasonably possible. Embraer will specify in its notice, or as soon after the
notice as possible, the earliest date that an aircraft to replace the Aircraft may be delivered to
Buyer and, unless Buyer [*], such date shall be deemed to be the revised Contractual Delivery Date
for the replacement aircraft [*] the Parties shall execute an amendment to this Agreement recording
the variation in the Contractual Delivery Date.



If this Agreement terminates in relation to an Aircraft in accordance with this Article 9.3, such
termination shall discharge the Parties from all obligations and liabilities of the Parties
hereunder with respect to such Aircraft and related Services [*].




10. DELIVERY INSPECTION



10.1 [*]






 




			
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10.2 In order to perform the delivery inspection and acceptance of each Aircraft in accordance with
Article 7, Buyer may send [*] authorized representatives (the “Authorized Representatives”) to the
facilities of Embraer. Buyer shall communicate to Embraer the names of its Authorized
Representatives, by means of written notice, at least [*] Days prior to each relevant Aircraft
Contractual Delivery Date specified in Article 5.



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



10.4 For the purposes subject hereof, Embraer shall provide communication facilities (telephone,
facsimile and internet connection) and dedicated office for [*], as well as the necessary tools,
measuring devices, test equipment and technical assistance as may be necessary to perform
acceptance tests. Embraer shall also make available to [*].



10.5 [*] shall observe Embraer’s administrative rules and instructions while at Embraer’s
facilities.



10.6 [*] shall be allowed exclusively in those areas related to the subject matter hereof. Buyer
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, except to the extent they arise from the gross negligence or willful misconduct of
Embraer, its officers, employees and agents.




11. CHANGES



11.1 Each Aircraft will comply with the standards defined in Attachment “A” hereto and shall
incorporate all modifications which are classified as AD’s mandatory by ANAC or the Airworthiness
Authority (including FAA or EASA AD’s formally adopted by the Airworthiness Authority, as may be
applicable) as provided in Article 11.4, or those agreed upon by Buyer and Embraer in accordance
with this Article.






 




			
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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:



[*]



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, 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 Airworthiness Authority and/or ANAC, as appropriate. Service bulletins
that implement such AD’s shall be referred to as Mandatory Service Bulletins. Embraer shall
incorporate Mandatory Service Bulletins as follows:



11.4.1 Compliance required before Contractual Delivery Date: Embraer shall incorporate Mandatory
Service Bulletins in undelivered Aircraft at Embraer’s expense in a reasonable period of time if
the compliance time for such Mandatory Service Bulletins is before Contractual Delivery Date of an
Aircraft. Embraer shall not be liable for any delays resulting from incorporation of Mandatory
Service Bulletins when the Aircraft has already passed the specific production stage affected by
the incorporation of said change but Embraer shall use its commercially reasonable efforts to
incorporate such changes prior the Actual Delivery Date and to minimize any delays in delivery.



11.4.2 Compliance required after Contractual Delivery Date: During the applicable Aircraft warranty
coverage periods as specified in the Aircraft Warranty Certificate subject of Attachment “C”,
Embraer shall [*]. Embraer shall not be liable for any down-time 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.






 




			
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for confidential treatment.








			
	 	 	 
	
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11.5 Except for the Major Changes referred to in Article 11.4, any other Major Changes such as (i)
any change developed by Embraer as product improvement, (ii) any change required by Buyer in
relation to the Aircraft configuration, (iii) any change in the certification regulations presented
in the Technical Description, which are required by the Airworthiness Authority as a consequence of
alterations, amendments and/or innovations of these applicable regulations or (iv) any change due
to alterations, amendments and/or innovations of legal requirements by other authorities (including
without limitation environmental authorities) that have the effect of rendering Aircraft parts
obsolete, shall be considered as optional and Embraer shall submit to Buyer a Proposal of Major
Change (“PMC”) describing the impacts of such change. Should Buyer not approve such PMC, the change
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” hereto, shall be incorporated in said Attachment by means
of an amendment.



11.7 Except as far as it relates to AD’s mandatory by ANAC or the Airworthiness Authority 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



Warranty: the materials and workmanship relative to the Aircraft subject of this Agreement, will be
warranted in accordance with the terms and conditions specified in Attachment “C”.




13. PRODUCT SUPPORT PACKAGE



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




14. ASSIGNMENT



14.1 Assignment of rights and obligations: Buyer may not assign, novate or transfer any of its
rights or obligations hereunder without the prior written consent of Embraer; provided that Buyer
may immediately before delivery assign its rights, but not its obligations, to [*].






 




			
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for confidential treatment.






			
	 	 	 
	
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14.2 Assignment of warranties: if Buyer wishes to transfer or assign to a Buyer’s Customer the
warranty identified in Article 12 and the rights of Buyer’s Customers pursuant to Attachment “B” in
connection with leasing of any Aircraft to such Buyer’s Customer, Buyer shall obtain the prior
written consent of Embraer, which shall [*].



14.3 Notwithstanding the above, this Agreement, as well as the warranty and guarantees, shall not
be assigned to any of Embraer’s competitors, any person or entity which the Parties are legally
restricted to enter in to an agreement, to a debarred person or entity under applicable law or in
case such assignment would infringe US export control regulations or any other applicable law.




15. RESTRICTIONS AND PATENT INDEMNITY



15.1 Claims against Buyer. Subject to the limitations and conditions set forth herein, including,
without limitation Article 15.2, Embraer shall indemnify Buyer with respect to all claims,
lawsuits, and liabilities based upon or arising from any suit, action, proceeding, or allegation
that:



(a) Any product or service purchased from or supplied by Embraer hereunder or any portion thereof
(collectively, for the purposes of this Article 15, “Item”) and/or the use or operation thereof
constitutes an alleged or actual infringement of any granted or registered United States or foreign
patent (“Patent Claim”), provided that from the time of design of such Item and until such Patent
Claim is resolved, each of the [*], or



(b) Aircraft software and accompanying documentation and manuals (collectively, for purposes of
this Article 15, “Software”), or any part of such Aircraft Software furnished by Embraer,
constitutes an alleged or actual infringement of any United States or foreign copyright rights or
misappropriates any third party trade secret right under U.S. law or other foreign law (“Copyright
Claim”), provided that from the time of design of such Software and until such Copyright Claim is
resolved, each of [*].



15.1.1 Embraer’s indemnification provided in this Article 15 shall not apply to Buyer furnished or
installed equipment, Items or Software not installed, used or maintained in accordance with all
instructions and procedures of Embraer (as may be modified by Embraer from time-to-time), any
Buyer-furnished or requested designs or any Buyer modification of any Item or Software.



15.2 Limitations and Conditions. Buyer shall give prompt written notice to Embraer of the receipt
of a notice of a suit or action against Buyer alleging a Patent Claim or Copyright Claim covered by
this Article 15 or of a written notice alleging a Patent Claim or Copyright Claim covered by this
Article 15, whichever occurs earlier. Failure to notify Embraer [*].






 




			
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At all times, Embraer shall have the right, at its option and expense, to negotiate with any party
alleging a Patent Claim or Copyright Claim, assume or control the defense to any allegation of a
Patent Claim or Copyright Claim, including without limitation, the right to bring a declaratory
judgment or similar action, intervene in any action involving a Patent Claim or Copyright Claim,
and/or attempt to resolve a Patent Claim or Copyright Claim by replacing or modifying an Item or
Software.



Buyer shall promptly furnish to Embraer all information, documents, records, and assistance within
Buyer’s possession, custody or control as requested by Embraer that Embraer considers potentially
relevant or material to any allegation covered by this Article 15. Buyer shall co-operate with
Embraer and shall, upon Embraer’s reasonable request and at Embraer’s expense, arrange for the
attendance of representatives of Buyer at depositions, hearings, trials, and the like, and assist
in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and
in the conduct of any suits or actions covered by this Article 15.



Buyer shall obtain Embraer’s written approval prior to paying, agreeing to pay, assuming any
obligation or making any material concession relative to any Patent Claim or Copyright Claim.



Embraer shall assume and pay any and all judgments and all costs assessed against Buyer in a final
non-appeallable judgment of any suit or action, and Embraer will make all payments in settlement
imposed upon or incurred by Buyer with Embraer’s prior approval, and Embraer shall also reimburse
Buyer for all reasonable expenses (excluding, expressly, internal legal fees and internal technical
and engineering fees) incurred by Buyer as a result of such suit or action. If in a final
non-appeallable judgment, Embraer is considered not liable for the alleged infringement due to the
situations described in Article 15.1.1 above, Buyer shall reimburse Embraer for any and all costs
and expenses incurred by Embraer as a result of such suit or action (excluding, expressly, internal
legal fees and internal technical and engineering fees).



EMBRAER SHALL HAVE NO OBLIGATION OR LIABILITY UNDER THIS ARTICLE 15 FOR ANY LOSS OF USE, REVENUE OR
PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE OBLIGATIONS AND REMEDIES OF BUYER
SET FORTH IN THIS ARTICLE 15 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES,
RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITES OF EMBRAER AND ALL OTHER
RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST EMBRAER, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY
ANY PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT.




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. In the event such Aircraft is sold to or operated by or for






			
	 	 	 
	
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another company or person, Embraer shall be entitled to disclose such fact, as well as to continue
to show the image of the Aircraft, free of any charge, for marketing purposes, either with the
original or the new colors and emblems [*]. The provisions of this Article shall be included in all
future sales or lease agreements concerning the Aircraft.




17. TAXES



Embraer shall pay all taxes, imposts, fees, withholding taxes, stamp taxes, documentary taxes and
any other similar or dissimilar taxes, as well as any duties resulting from the sale subject of
this Agreement, as may be imposed under Brazilian law. All other taxes, imposts, fees, withholding
taxes, stamp taxes, documentary taxes and any other similar or dissimilar taxes, as well as any
duties as may be imposed on the transactions subject of this Agreement, shall be borne by Buyer.




18. APPLICABLE LAW



This Agreement shall in all respects be governed by the laws of the State of New York, including
all matters of construction, validity and performance, without giving effect to principles of
conflicts of laws other than section 5-1401 and 5-1402 of the New York General Obligations law.




19. JURISDICTION



Each party hereto hereby irrevocably agrees, accepts and submits to, for itself and in respect of
any of its property, generally and unconditionally, the non-exclusive jurisdiction of the courts of
the State of New York in the City and County of New York and of the United States for the Southern
District of New York, in connection with any legal action, suit or proceeding with respect to any
matter relating to or arising out of or in connection with this Agreement or any other operative
agreement and fully waives any objection to the venue of such courts. Furthermore to the fullest
extent permitted by applicable law, each Party hereby waives, and agrees not to assert, by way of
motion, as a defense, or otherwise, in any such suit action or proceeding any claim that it is not
personally subject to the jurisdiction of the above named courts, that the suit, action or
proceeding is brought in an inconvenient forum, or that the venue of the suit, action or proceeding
is improper.



EACH PARTY HERETO HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.






 




			
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for confidential treatment.






			
	 	 	 
	
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20. TERMINATION



20.1 Should either Party fail to comply partially or completely with 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 [*]. Should such failure
not be remedied within the period so specified, then [*]. NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN ANY CIRCUMSTANCE HEREUNDER FOR ANY
CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE AND INCREASED COSTS)
OR PUNITIVE DAMAGES OR INDIRECT OR INCIDENTAL 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 of the relevant
Aircraft, upon the occurrence of [*], such rights to be exercisable by written notice from one
Party to the other to such effect no earlier than [*]. Upon receipt of such notice of termination
by Buyer or Embraer, as the case may be, Embraer shall: [*].






 




			
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20.3 If Buyer terminates this Agreement before the Actual Delivery Date of an Aircraft [*] or, if
Embraer terminates this Agreement in relation to an Aircraft, pursuant to [*]. It is hereby agreed
by the Parties that upon the receipt by Embraer of the amounts set forth above in full, no other
indemnity shall be due by Buyer to Embraer and that such partially liquidated damages as referred
to in (i) above are not a penalty and represent a genuine fair and reasonable estimate of Embraer’s
likely damages.



20.4 If either Party terminate this Agreement in respect to an Aircraft pursuant to [*].




21. OPTION AIRCRAFT



Subject to the payment of the Option Aircraft initial deposit set forth in Article 21.1, Buyer
shall have the option to purchase five (5) additional Option Aircraft, to be delivered in
accordance with the following Option Aircraft contractual delivery dates (each an “Option Aircraft
Contractual Delivery Date”):




	 	 	 
	Option	 	Option Aircraft
	Aircraft	 	Contractual Delivery Date
	01

	 	[*]
	02

	 	[*]
	03

	 	[*]
	04

	 	[*]
	05

	 	[*]





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






 




			
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for confidential treatment.





			
	 	 	 
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21.1 [*]



21.2 The unit basic price of each 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” hereto, as it
is written on the date of signature of this Agreement, determining each Option Aircraft basic price
(the “Option Aircraft Basic Price”).



21.3 The Option Aircraft Basic Price shall be [*] purchase price (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 [*]



21.4.2 [*]



21.4.3 [*]



21.4.4 [*]



21.4.5 [*]



21.4.6 The balance of each Option Aircraft Purchase Price shall become due and payable upon
acceptance of each relevant Option Aircraft by Buyer.



21.4.7 The provisions of Article 4.2 through 4.6 shall apply, mutatis-mutandis, to the payments to
be made by Buyer towards the Option Aircraft.



21.5 The option to purchase the Option Aircraft shall be exercised in [*]
(the “Option Group”) no later than [*] months prior to the first Business Day of
the first Option Aircraft Contractual Delivery Date in each Option Group. Exercise of the option to
purchase the Option Aircraft shall be accomplished by means of a written notice from Buyer to
Embraer, return receipt requested, specifying the Option Aircraft in the Option Group in respect of
which Buyer is exercising its option. Buyer may acquire some or all the Option Aircraft in such
Option Group. Any Option Aircraft not exercised by Buyer as per the terms and conditions of this
paragraph will be considered relinquished, no indemnity being due by either Party to the other [*].






 




			
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for confidential treatment.





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



21.7 [*]




22. INTENTIONALLY OMITTED




23. NOTICES



All notices permitted or required hereunder shall be in writing in the English language and sent,
by registered mail or facsimile (or by email with a copy to follow by registered mail or
facsimile), to the attention of the Vice President, Contracts (with copy to Senior Manager,
Contracts Administration) as to Embraer and of the General Counsel and Director of Contracts as to
Buyer, to the addresses indicated below or to such other address as either Party may, by written
notice, designate to the other.




23.1 EMBRAER:

EMBRAER — Empresa Brasileira de Aeronáutica S.A.

Av. Brigadeiro Faria Lima, 2170

12.227-901 São José dos Campos — SP

Brazil

Telephone: (+55 12) 3927-1410

Facsimile: (+55 12) 3927-1257

E-mail: fbueno@embraer.com.br




23.2 BUYER:

Air Lease Corporation

2000 Avenue of the Stars, Suite 600N, Los Angeles, CA 90067

Telephone: (+1 310) 553.0555

Facsimile: (+1 310) 553.0999

E-mail: legalnotices@airleasecorp.com




24. CONFIDENTIALITY



Neither Party has the right to disclose the terms of this Agreement except as required by law. Each
of Buyer and Embraer agrees not to disclose any portion of this Agreement or its Attachments,
amendments or any other supplement, to any third party without the previous written consent of the
other Party. Without limiting the foregoing, in the event either Party is legally required to
disclose the terms of this Agreement, that Party shall notify the other Party reasonably in advance
of such






 




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





			
	 	 	 
	
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disclosure and exert its best efforts to coordinate with the other Party and to request and obtain
confidential treatment of the Articles and conditions of this Agreement relevantly designated by
the other Party as confidential.



Without limiting its obligations above in this Article 24, Buyer agrees that if it is required, in
the opinion of its external U.S. securities counsel, to file publicly or otherwise disclose terms
of this Agreement under applicable U.S. federal securities laws, it shall promptly (but in no case
less than ten (10) calendar days prior to the proposed filing in question) notify Embraer so that
Embraer has a reasonable opportunity to contest or limit the scope of such required disclosure, and
Buyer shall request, and shall use its best efforts to obtain, confidential treatment for such
sections of this Agreement as Embraer may so designate. Buyer further agrees that it shall not in
any circumstances file publicly or otherwise disclose terms of this Agreement under applicable
securities or other laws if it has not complied with its obligations pursuant to the previous
sentence.




25. FOREIGN CONTENT



The Aircraft contain commodities, technology and software that were exported from the United States
and other countries in accordance with their respective export control regulations. Diversion
contrary to U.S. law and/or any other applicable law is prohibited.



Buyer agrees to comply with any export and re-export control laws of the United States and other
countries applicable to the Aircraft, its parts, components, technology and software and, upon
Embraer’s request, to execute and deliver to Embraer and to cause any of Buyer’s operators to
execute and delivery to Embraer the relevant end-user certificates necessary for the export and
transfer of the Aircraft to Buyer and any such operators. The Parties understand that Buyer intends
to have Buyer’s Customers perform actual exports and imports of Aircraft for Buyer.




26. 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.




27. NON-WAIVER



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.




28. INTEGRATED AGREEMENT



All Attachments referred to in this Agreement and/or attached hereto are, by such reference or
attachment, incorporated in this Agreement.





			
	 	 	 
	
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29. 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.




30. COUNTERPARTS



This Agreement may be signed by the parties hereto 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.




31. ENTIRE AGREEMENT



This Agreement constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof and supersedes all previous and connected negotiations, representations and
agreements between the Parties. This Agreement may not be altered, amended or supplemented except
by a written instrument executed by the Parties.




INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS






			
	 	 	 
	
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by
their proper and duly authorized officers and to be effective as of the day and year first above
written.




	 	 	 	 	 	 	 	 	 	 	 

	EMBRAER — EMPRESA BRASILEIRA	 	 	 	AIR LEASE CORPORATION	 	 
	DE AERONÁUTICA S.A.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paulo Cesa de Souza e Silva
	 	 	 	By:	 	/s/ John L. Plueger	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Paulo Cesa de Souza e Silva
	 	 	 	Name:	 	John L. Plueger	 	 
	Title:

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

	 	/s/ José Luis D’Avila Molina
	 	 	 	By:	 	/s/ Steven Udvar-Házy	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	José Luis D’Avila Molina
	 	 	 	Name:	 	Steven Udvar-Házy	 	 
	Title:

	 	Vice President, Contracts Airline Market
	 	 	 	Title:	 	CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	Oct. 05, 2010	 	 	 	Date:	 	Oct. 04, 2010	 	 
	Place:

	 	São José dos Campos – SP – BR	 	 	 	Place:	 	Los Angeles, CA – USA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Witnesses:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Alexandro Ayres Netto
	 	 	 	/s/ Bianca Venturini de Oliveira Iramina	 	 
	 	 	 	 	 	 	 
	Name:

	 	Alexandro Ayres Netto	 	 	 	Name:	 	Bianca Venturini de Oliveira Iramina	 	 
	ID:

	 	 	 	 	 	ID:	 	 	 	 








			
	 	 	 
	
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ATTACHMENT “A”

EMBRAER 190 AIRCRAFT CONFIGURATION





	1.	 	STANDARD AIRCRAFT
	 
	 	 	The Aircraft EMBRAER 190 shall be manufactured according to (i) the standard configuration
specified in the Technical Description TD 190 — Rev 13, December 2009, which although not
attached hereto, is incorporated herein by reference, and (ii) the characteristics described in
the items below.
	 
	2.	 	OPTIONAL EQUIPMENT:
	 
	 	 	The Aircraft will also be fitted with the following options selected by Buyer, as described in
the Options Guide OG 170/190 Family — Rev 23, December 2009, which although not attached
hereto, is incorporated herein by reference
	 
	 	 	[*]







 




			
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	Attachment “A” to Purchase Agreement COM0188-10 — Final Version
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ATTACHMENT “A”

EMBRAER 190 AIRCRAFT CONFIGURATION





	3.	 	FINISHING




The Aircraft will be delivered to Buyer as follows:





	3.1	 	EXTERIOR FINISHING:
	 
	 	 	The fuselage of the Aircraft shall be painted according to Buyer’s or Buyer’s Customers  ́
colour and paint scheme, which shall be supplied to Embraer by Buyer on or before [*] prior
to each Aircraft Contractual Delivery Date. The wings and the horizontal stabilizer shall be
supplied in the standard colours, i.e., grey BAC707.
	 
	 	 	Should Buyer not define the paint scheme [*] months prior to each Aircraft Delivery Date the
Aircraft shall be painted in white.
	 
	3.2	 	INTERIOR FINISHING:
	 
	 	 	[*] Buyer shall select an already developed and certified configuration [*].
	 
	 	 	[*] Buyer shall inform Embraer during the CCL, to be held no later than [*].
	 
	 	 	[*] Buyer shall inform Embraer during the CCL, to be held no later than [*].
	 
	 	 	[*] Buyer shall inform Embraer during the CCL, to be held no later than [*].







 




			
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	 	Page 2 of 5






 









 






ATTACHMENT “A”

EMBRAER 190 AIRCRAFT CONFIGURATION





	3.3	 	BUYER FURNISHED EQUIPMENT (BFE) AND BUYER INSTALLED EQUIPMENT (BIE):
	 
	 	 	Buyer may choose to have carpets, tapestries, seat covers and curtain fabrics supplied to
Embraer for installation in the Aircraft as BFE. Materials shall conform to the required
standards and comply with all applicable regulations and airworthiness requirements. Delays
in the delivery of BFE equipment or quality restrictions that prevent the installation
thereof in the time frame required by the Aircraft manufacturing process shall entitle
Embraer to either delay the delivery of the Aircraft or present the Aircraft to Buyer
without such BFE, in which case Buyer shall not be entitled to refuse acceptance of the
Aircraft. All BFE equipment shall be delivered in DDP conditions (Incoterms 2000) to C&D
Zodiac — 14 Centerpointe Drive, La Palma, CA 90623, USA, or to another place to be timely
informed by Embraer.
	 
	 	 	The Aircraft galleys have space provisions for the following BIE items that, unless timely
agreed by the Parties, are not supplied or installed by Embraer: Trolleys, ovens, coffee
makers, hot jugs, water boilers and standard units.
	 
	 	 	[*] shall be acquired by Buyer and installed on the Aircraft by Buyer after delivery
thereof.







 




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





			
	 	 	 
	Attachment “A” to Purchase Agreement COM0188-10 — Final Version
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ATTACHMENT “A”

EMBRAER 190 AIRCRAFT CONFIGURATION





	3.4	 	EMBRAER RIGHT TO PERFORM FOR BUYER:
	 
	 	 	If Buyer fails to make any choice or definition which Buyer is required to make regarding
the exterior and interior finishing of any Aircraft or to inform Embraer thereof, Embraer
shall have the right, but not the obligation, to tender the Aircraft for delivery (a)
painted white and (b) fitted with an interior finishing selected by Embraer at its
reasonable discretion.
	 
	 	 	The taking of any such action by Embraer pursuant to this Article shall not constitute a
waiver or release of any obligation of Buyer under the Purchase Agreement, nor a waiver of
any event of default which may arise out of Buyer’s non-performance of such obligation, nor
an election or waiver by Embraer of any remedy or right available to Embraer under the
Purchase Agreement.
	 
	 	 	No compensation to Buyer or reduction of the Aircraft Basic Price shall be due by virtue of
the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for
the amount of the reasonable expenses incurred by Embraer in connection with the performance
of or compliance with such agreement, as the case may be, payable by Buyer within ten (10)
Days from the presentation of the respective invoice by Embraer to Buyer.






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






	5.	 	EXPORT CONTROL ITEMS
	 
	 	 	The Aircraft contains (i) an IESI (Integrated Electronic Standby Instrument System)
manufactured by Thales Avionics with an embedded QRS-11 gyroscopic microchip used for
emergency backup and flight safety information, and (ii) IRU (Inertial Reference Unit)
manufactured by Honeywell International. The IESI and the IRU that are incorporated into
this Aircraft are subject to export control under United States of America law. Transfer or
re-export of such items (whether or not incorporated into the Aircraft), as well as their
related technology and software may require prior authorization from the US Government.




IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE
TERMS OF THIS ATTACHMENT “A” AND THE




			
	 	 	 
	Attachment “A” to Purchase Agreement COM0188-10 — Final Version
	 	Page 4 of 5






 









 






ATTACHMENT “A”

EMBRAER 190 AIRCRAFT CONFIGURATION



TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS
OF THIS ATTACHMENT “A” SHALL PREVAIL.




			
	 	 	 
	Attachment “A” to Purchase Agreement COM0188-10 — Final Version
	 	Page 5 of 5






 









 






EXHIBIT 1 of ATTACHMENT “A”

EMBRAER 190 — [*]



[*]






 




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





			
	 	 	 
	Exhibit 1 to Attachment “A” to Purchase Agreement COM0188-10 — Final Version
	 	Page 1 of 1






 









 






EXHIBIT 2 of ATTACHMENT “A”

EMBRAER 190 — [*]



[*]






 




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





			
	 	 	 
	Exhibit 2 to Attachment “A” to Purchase Agreement COM0188-10 — Final Version
	 	Page 1 of 1







 











 











ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE









	1.	 	FERRY FLIGHT ASSISTANCE
	 
	1.1	 	Embraer will make available to Buyer’s Customer, at no additional charge, the services of a
third party representative at the airport in which the Aircraft will make the last stop in
Brazilian territory, to support Buyer’s Customer’s crew in the interface with Brazilian
customs clearances. Such services do not include handling services as refueling, ground
equipment and communications and Buyer’s Customer shall hire such services from a handling
service company. Buyer’s Customer shall also be responsible for the flight documents
(including but not limited to IFR templates & charts) and overflight permits required for the
ferry flight.
	 
	 	 	If it is necessary that any ferry equipment be installed by Embraer in the Aircraft for
the ferry flight between Brazil and final destination, Embraer will make available, upon
Buyer’s Customer’s written request, a standard and serviceable ferry equipment kit to
Buyer’s Customer (hereinafter the “Kit”) at no charge to Buyer’s Customer, except as set
forth below. In this case, Buyer’s Customer shall immediately upon the Aircraft arrival at
its final destination, remove the Kit from the Aircraft and return it to a freight forwarder
agent as determined by Embraer, in FCA (Free Carrier — Incoterms 2000) condition.
	 
	 	 	In case Embraer provides the Kit to Buyer’s Customer and (i) the Kit is utilized,
whether totally or not, such decision to be taken in Embraer’s reasonable discretion (except
for communication equipment temporarily installed for the ferry flight), or (ii) the Kit is
not returned to Embraer complete and in the same condition as it was delivered to Buyer’s
Customer within sixty (60) Days after the respective Aircraft Actual Delivery Date, complete
and in the same condition as it was delivered to Buyer’s Customer. In any such cases,
Buyer’s Customer shall pay Embraer the value of a new Kit upon presentation of an invoice by
Embraer and then the original Kit shall become the property of Buyer’s Customer. In
addition, the availability of another Kit for the next occurring Aircraft ferry flight after
such sixty (60) Day period shall not be an Embraer obligation.
	 
	2.	 	PRODUCT SUPPORT PACKAGE
	 
	2.1	 	MATERIAL SUPPORT
	 
	2.1.1.	 	SPARES POLICY
	 
	 	 	Embraer guarantees the supply of spare parts, ground support equipment and tooling, except
engines and their accessories, hereinafter referred to as “Spare(s)”, for the Aircraft for
a period of ten (10) years after production of the last aircraft of the same type. Such
Spares shall be supplied according to the prevailing availability, sale conditions,
delivery schedule and effective price on the date of acceptance by Embraer of a purchase
order placed by Buyer or Buyer’s Customer for any of such items. The Spares may be supplied
either by Embraer in Brazil or through its subsidiaries or distribution centers located
abroad.
	 
	 	 	The sale and export of Spares to Buyer and Buyer’s Customer may be subject







			
	 	 	 
	
Attachment “B” to Purchase Agreement COM0188-10 — Final Version	 	Page 1 of 10




















 










ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE








	 	 	to export controls and other export documentation requirements of the United States and
other countries. Buyer and Buyer’s Customer will agree that neither Embraer nor any of its
subsidiaries, affiliates or Vendors shall be liable for failure to provide Spares and/or
services, including without limitation the Services, under this Agreement or otherwise as a
result of any ruling, decision, order, license, regulation, or policy of the competent
authorities prohibiting the sale, export, re-export, transfer, or release of a Spare or its
related technology. Buyer and Buyer’s Customer shall comply with any conditions and
requirements imposed by the competent authorities and, upon Embraer’s request, shall
execute and deliver to Embraer any relevant end-user certificates.
	 
	 	 	Export of (i) IESI (Integrated Electronic Standby Instrument System) manufactured by Thales
Avionics with an embedded QRS-11 gyroscopic microchip used for emergency backup and flight
safety information and (ii) IRU (Inertial Reference Unit) manufactured by Honeywell
International are subject to export control under United States laws. Transfer or re-export
of such items, as well as their related technology and software, may require prior
authorization from the U.S. Government.
	 
	2.1.2.	 	RSPL
	 
	 	 	Upon Buyer’s or Buyer’s Customers’ request, Embraer shall present to Buyer or Buyer’s
Customer a recommended Spare provisioning list (the “RSPL”). The objective of the RSPL is
to provide Buyer’s Customers with a detailed list of Spares and respective quantities that
will be necessary to support the initial operation and maintenance of the Aircraft by
Buyer’s Customers. Such recommendation will be based on the experience of Embraer and on
the operational parameters established by Buyer’s Customers.
	 
	 	 	Embraer will provide a qualified team to attend pre-provisioning conferences as necessary
to discuss Buyer’s Customers’ requirements and the RSPL as well as any available spare
parts support programs offered by Embraer. Such meeting shall be held at a mutually agreed
upon place and time, but in no event less than [*].
	 
	 	 	Buyer’s Customers may acquire the items contained in the RSPL directly from Embraer or
directly from Vendors. Items contained in the RSPL for which Buyer’s Customer places a
purchase order with Embraer (the “IP Spares”), will be delivered by Embraer to Buyer’s
Customer within [*] in FCA (Free Carrier — Incoterms 2000) condition, at the port of
clearance indicated by Embraer.
	 
	 	 	In order to ensure the availability of IP Spares in accordance with the foregoing at the
time of entry into service of the first Aircraft, Buyer will notify Buyer’s Customers that
each of Buyer’s Customers needs to commit to place a purchase order with Embraer for those
IP Spares for each of Buyer’s Customers has decided to acquire from Embraer, as soon as
practical and in







 




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





			
	 	 	 
	
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ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE













	 	 	any event not less than [*] prior to the Contractual Delivery Date of the first Aircraft.
At the reasonable request of Embraer, each of Buyer’s Customers shall demonstrate that it
has provided for the acquisition of those IP Spares that Buyer’s Customer has decided to
acquire from sources other than Embraer, in order to complement the RSPL in a timely
manner.
	 
	2.1.3.	 	OTHER SPARES SERVICES
	 
	 	 	Embraer will maintain a call center for the AOG services, twenty four (24) hours a day,
seven (7) days a week. All the contacts with the call center can be made through regular
direct lines in Brazil (phone and fax), e-mail and also through the FlyEmbraer e-commerce
in case any of Buyer’s Customers subscribe to this service. The information concerning
regular direct lines and e-mail address shall be obtained through the Customer Account
Manager designated to Buyer or Buyer’s Customer by Embraer or through Embraer’s Customer
Service offices. Embraer will, subject to availability, deliver parts pursuant to an AOG
order from the location which is nearer to Buyer’s Customer premises, in FCA (Free Carrier
 — Incoterms 2000) condition, Embraer facility, in accordance with Buyer’s Customer’s
shipping instructions.
	 
	 	 	Routine and/or Critical Spares: Embraer will deliver routine and/or critical Spares (other
than AOG Spares) in FCA condition, Embraer facility, from the location were such spares are
available. Routine and/or critical Spares shall be delivered according to their lead times,
depending upon the purchase order priority. All spares will be delivered with the
respective authorized release certificate or any similar document issued by a duly
authorized person.
	 
	2.2	 	AIRCRAFT TECHNICAL PUBLICATIONS:
	 
	2.2.1.	 	EMBRAER PUBLICATIONS
	 
	 	 	Embraer shall supply, at no additional charge to Buyer, with the delivery of each Aircraft,
[*] of the operational and maintenance publications applicable thereto, issued under the
applicable specification and in the English language and in accordance with the breakdown
presented in Exhibit 1 to this Attachment “B” (the “Technical Publications”). [*]
	 
	 	 	At no additional charge to Buyer, Embraer will also supply, with delivery of each Aircraft,
one (1) hard-copy of the mandatory onboard operational manuals. The revision service for
these publications, including mailing services and the software license for the CD-ROM, if
applicable, shall be provided, at no additional charge for the period [*] and subsequently
at the then prevailing Embraer list price. After such period, the mailing services shall
also be borne by Buyer.
	 
	 	 	Buyer and Buyer’s Customers may also access on-line Technical Publications at the web-based
FlyEmbraer portal, conditional to the execution of a license agreement. This service is
available at no additional charge to Buyer while







 




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





			
	 	 	 
	
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ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE











	 	 	Buyer or Buyer  ́s Customer has a valid subscription of the Technical Publications with
Embraer. The use of Technical Publications obtained from FlyEmbraer is subject to prior
approval of the relevant airworthiness authorities.
	 
	2.2.2.	 	VENDOR PUBLICATIONS
	 
	 	 	One (1) copy of technical publications regarding parts, systems or equipment supplied by
Vendors and installed by Embraer in the Aircraft during the manufacturing process, will be
supplied to Buyer and Buyer’s Customer in connection with the delivery of each Aircraft
directly by such Vendors, in their original content and available format/media. Vendors are
also responsible for keeping publications updated through a direct communication system with
Buyer’s Customer. Embraer shall use commercially reasonable efforts to cause Vendors to
supply their respective technical publications in a prompt and timely manner. [*]
	 
	2.2.3.	 	PERFORMANCE SOFTWARE
	 
	 	 	Embraer shall [*] in connection with delivery of the [*] the following software running on
Microsoft Windows operational system:






[*].




	 	 	The license of either software allows its installation and use by Buyer and Buyer’s Customer
in [*], provided however that Buyer and Buyer’s Customer shall acknowledge that such
software are the property of Embraer and guarantee to Embraer that it will not modify, sell,
transfer or in any other way convey to any third party without the prior written consent of
Embraer.
	 
	 	 	The revision service for the software shall be provided at no additional charge to Buyer and
Buyer’s Customer for a period [*]. After such period, revision service will be available at
the then prevailing Embraer list prices.
	 
	2.2.4.	 	The Parties further understand and agree that in the event Buyer and/or Buyer’s Customer
elects not to take all or any one of the Technical Publications above mentioned, or revisions
thereof, no refund or other financial adjustment of the Aircraft Basic Price will be made.







 




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





			
	 	 	 
	
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ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE











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






	 	2.3.1	 	Familiarization Programs:






	 	a.	 	The familiarization programs specified below are offered at no
additional charge to Buyer or Buyer’s Customer, except for any travel and board &
lodging expenses of Buyer or Buyer’s Customer’s trainees and except for any
operational and incidental expenses related to training requirements (including but
not limited to expenses related to training facilities approval and training
program approval) of Buyer’s Customer, whether imposed by the Airworthiness
Authority or other authority of Buyer’s Customer’s country having jurisdiction, and
which differ from or are supplementary to the standard familiarization programs
described herein.
	 
	 	b.	 	The familiarization programs shall, at Embraer’s criteria, be conducted
by Embraer, Flight Safety International or other Embraer designated training
provider, in accordance with the scope, syllabi and duration of the training
program developed by Embraer, Flight Safety International or other
Embraer-designated training provider. Such familiarization programs shall be in
accordance with all applicable regulations and requirements of and approved by the
Airworthiness Authority. Buyer’s Customer may choose to use the training programs
“as is” or to develop its own training programs. In any case each of Buyer’s
Customers shall be solely responsible for preparing and submitting its training
programs to the Airworthiness Authority for approval.
	 
	 	c.	 	All familiarization programs shall be provided at the training centers
of Embraer, Flight Safety International or other Embraer designated training
provider at its respective training center or in such other location as Embraer,
Flight Safety International or other Embraer designated training provider may
reasonably indicate. Buyer’s Customers shall be responsible for all costs and
expenses related to the training services (such as but not limited to instructor
travel tickets, local transportation, lodging, per diem and non-productive days),
in the event Buyer’s Customer requires that any training services be carried
outside such indicated training facilities.
	 
	 	d.	 	Notwithstanding the eventual use of the term “training” in this
paragraph 2.3.1, the intent of this program is solely to familiarize Buyer’s
Customers’ pilots, mechanics, employees or representatives with the operation and
maintenance of the Aircraft. It is not the intent of Embraer to provide basic
training (“ab-initio”) to any representatives of Buyer’s Customers.
	 
	 	e.	 	Any trainee appointed by Buyer or Buyer’s Customer for participation
in any of the familiarization programs shall be duly qualified per the







			
	 	 	 
	
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ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE








	 	 	 	governing body in the country of such Buyer’s Customer’s operation and fluent in
the English language as all training will be conducted in, and all training material
will be presented in, such language. Pilots and mechanics shall also have previous
experience in the operation and maintenance, as applicable, of jet aircraft or, at a
minimum, of twin-engine turboprop aircraft. Neither Embraer, Flight Safety
International nor other Embraer designated training provider make any representation
or give any guarantee regarding the successful completion of any training program by
Buyer’s Customers’ trainees, for which Buyer’s Customers are solely responsible.
	 
	 	f.	 	The familiarization programs shall be carried [*].
	 
	 	g.	 	Training entitlements that [*].
	 
	 	h.	 	The familiarization programs referred to above covers:
	 
	 	 	 	h.1 One (1) pilot familiarization program for [*] per Aircraft including (i) ground
familiarization as regards Aircraft systems, weight and balance, performance and
normal/emergency procedures [*]. Simulator training includes the services of an
instructor and will be carried out on a level D simulator. Buyer’s Customers shall
be solely responsible for selecting experienced training pilots that are fluent in
English and duly qualified in multi-engine aircraft operations, navigation and
communication.
	 
	 	 	 	h.2 One (1) maintenance familiarization course for [*] qualified mechanics per
Aircraft each entitled to [*]. This course shall consist of classroom
familiarization with Aircraft systems and structures and shall be in accordance with
ATA specification 104, level III.
	 
	 	 	 	h.3 One (1) flight attendant familiarization course for [*] of Buyer’s Customers’
representatives per Aircraft. This course shall consist of classroom familiarization
(2 Days duration), including a general description of Aircraft safety procedures and
flight attendant control panels.







 




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




			
	 	 	 
	
Attachment “B” to Purchase Agreement COM0188-10 — Final Version	 	Page 6 of 10

















 












ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE











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






	 	2.3.2	 	On site support






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






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






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







 




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






			
	 	 	 
	
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ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE












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







 




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





			
	 	 	 
	
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ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE











	 	j.	 	The rendering of the Services by Embraer’s Rep shall, at all times, be
carried out in compliance with the applicable labor legislation of the country from
where the company employing the Embraer Rep is located.
	 
	 	k.	 	During the rendering of the Services, while on the premises of Buyer’s
Customers, Embraer Reps shall strictly follow the administrative routines and
proceedings of Buyer’s Customers, which shall have been expressly and clearly
informed to Embraer Reps upon their arrival at said premises.
	 
	 	l.	 	Embraer shall have the right to interrupt the rendering of the Services
(i) should any situation occur which, at the sole discretion of Embraer, could
represent a risk to the safety or health of Embraer Reps or (ii) upon the
occurrence of any of the following events: strike, insurrection, labor disruptions
or disputes, riots, or military conflicts. Upon the occurrence of such an
interruption, Embraer shall resume the rendering of the Services for the remainder
period immediately after having been informed by Buyer’s Customer, in writing, of
the cessation thereof. No such interruption in the rendering of the Services shall
give reason for the extension of the Services beyond the periods identified above.






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




As Buyer will be leasing the Aircraft to Buyer’s Customers, then to the extent that any of Buyer’s
Customers will avail themselves of any of the Product Support Package, Buyer will have Buyer’s
Customers agree in form and substance reasonably satisfactory to Embraer that, to the extent
permitted by law, such Buyer  ́s Customer will indemnify and hold harmless Embraer and Embraer’s
officers, agents, employees and assignees from and against all liabilities, damages, losses,
judgments, claims and suits, including costs and expenses incident thereto, which may be suffered
by, accrued against, be charged to or recoverable from Embraer and/or Embraer’s officers, agents,
employees and assignees by reason of loss or damage to property, including the Aircraft, or by
reason of injury or death of any person resulting from or in any way connected with the performance
of services by employees, representatives or agents of Embraer for or on behalf of Buyer’s Customer
related to Aircraft delivered by Embraer to such Buyer’s Customer, including, but not limited to,
the Services and any other services such as technical operations, maintenance, and training
services and assistance performed while on the premises of Embraer or Buyer’s Customer, while in
flight on the relevant Aircraft or while performing any such activities, at any place, in






			
	 	 	 
	
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ATTACHMENT B

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conjunction with the operations of such Aircraft (collectively referred to as “Indemnified
Services”) but for those liabilities, damages, losses, judgments, claims and suits which are caused
by the gross negligence or the willful misconduct of Embraer officers, employees or directors, in
rendering the Indemnified Services. If Buyer fails to obtain such indemnity from any Buyer’s
Customer, or if Buyer requests that Embraer perform services for Buyer, then Buyer shall be
responsible to provide this indemnity to Embraer for the relevant Aircraft and relevant services





	 	2.3.4	 	Technical and Engineering Support
	 
	 	 	 	Embraer shall provide remote technical and engineering support services, twenty-four
(24) hours a Day and seven (7) Days a week, for airframe and systems. This service may
be accessed by phone, fax and e-mail at the main facilities of Embraer and is designed
to support daily operations of the Aircraft by Buyer’s Customers by assisting Buyer or
Buyer’s Customers with the identification and investigation of the causes of in-services
issues and during AOG situations, as required. This service is offered at no charge to
Buyer and Buyer’s Customer within such scope and is available for as long as the
Aircraft continues to operate in regular passenger revenue service.
	 
	 	 	 	Technical and engineering support is also available to assist Buyer and/or Buyer’s
Customers in performing structural repairs on the Aircraft. Such assistance consists of
the analysis of damage reports submitted by Buyer or Buyer’s Customers, preparation of
instructions for repair in accordance with structural repair standard of Embraer. This
support shall be provided [*] the then current rates for engineering services in
accordance with Embraer price list.






	2.4	 	[*]







 




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




			
	 	 	 
	
Attachment “B” to Purchase Agreement COM0188-10 — Final Version	 	Page 10 of 10

















 















EXHIBIT 1 — LIST OF TECHNICAL PUBLICATIONS







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




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




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

shall be recorded in a single CD disc named “Digital Operation
Publications — DOP”.
	 	 
	MAINTENANCE SET
	 	 
	10. Aircraft Maintenance Manual — AMM Part I (SDS)
	 	1(**)
	11. Aircraft Maintenance Manual — AMM Part II (MPP)
	 	1(**)
	12. Aircraft Illustrated Parts Catalog (AIPC)
	 	1(**)
	13. Fault Isolation Manual (FIM)
	 	1(**)
	14. Maintenance Planning Document (MPD)
	 	1(**)
	15. Wiring Manual (WM)
	 	1(**)
	16. Service Bulletins Set (SB)
	 	1(**)
	17. Service Newsletters (SNL)
	 	1(**)
	18. Parts Information Letter (PIL)
	 	1(**)
	19. Structural Repair Manual — Part I (SRM)
	 	1(**)
	20. Structural Repair Manual — Part II (SRM)
	 	1(**)
	21. Corrosion Prevention Manual (CPM)
	 	1(**)
	22. System Schematic Manual (SSM)
	 	1(**)
	23. Instructions for Ground Fire Extinguishing and Rescue (IGFER)
	 	1(**)
	24. Airport Planning Manual (APM)
	 	1(**)
	25. Illustrated Tool and Equipment Manual (ITEM)
	 	1(**)
	26. Vendor Service Publications Set (if available; supplied directly
by the Vendors)
	 	1(**)
	27. Embraer Component Maintenance Manual (CMM)
	 	1(**)
	28. Nondestructive Testing Manual (NDT)
	 	1(**)
	29. Maintenance Review Board Report (MRB)
	 	1(**)
	30. Maintenance Facility and Equipment Planning (MFEP)
	 	1(**)
	31. Aircraft Recovery Manual (ARM)
	 	1(**)
	32. Consumable Products Catalog (CPC)
	 	1(**)
	33. Standard Wiring Practices Manual (SWPM)
	 	1(**)
	34. Task Card System (TCS) (available only in CD-pdf)
	 	1(**)
	35. Standards Manual (SM) (available only in CD-pdf)
	 	1(**)








 




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






			
	 	 	 
	
Exhibit 1 to Attachment B to Purchase Agreement COM0188-10 — Final Version	 	Page 1 of 1




















 













EXHIBIT 2 — SPECIAL INSURANCE CLAUSES







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





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




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







			
	 	 	 
	
Exhibit 2 to Attachment B to Purchase Agreement COM0188-10 — Final Version	 	Page 1 of 1






















 





ATTACHMENT “C”

WARRANTY — MATERIAL AND WORKMANSHIP





	1)	 	Embraer, subject to the conditions and limitations hereby expressed, warrants the EMBRAER
190 Aircraft subject of the Purchase Agreement, as follows:






	 	a.	 	For a period of [*] from the date of delivery to Buyer, the 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 [*] from the date of delivery to Buyer, the Aircraft will be free
from:






	 	•	 	Defects in operation of parts manufactured by Vendors [*].
	 
	 	•	 	Defects due to non-conformity of Vendor Parts to the technical specification
referred to in the Purchase Agreement.






Once the above mentioned periods have expired, Embraer will transfer to Buyer the
original Warranty issued by the Vendors, if it still exists.




	2)	 	The obligations of Embraer as expressed in this Warranty are limited to replacing or
repairing defective parts, depending solely upon its own judgment. The defective parts shall
be returned to Embraer or its representatives within a period of sixty (60) Days after the
occurrence of the defect, at Buyer’s own expense (including but not limited to, freight,
insurance, customs duties other than Embraer’s importation duties and subsequent exportation
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 sixty (60) Days period, Embraer may have the
right, at its sole discretion, to deny the warranty claim.






			
	NOTE:	 	Notification of any defect claimed under this item 2 must be given to Embraer within
thirty (30) Days after such defect is found.







 




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







			
	 	 	 
	
Attachment “C” to Purchase Agreement COM0188-10 — Final Version	 	Page 1 of 3



















 




 ATTACHMENT “C”

WARRANTY — MATERIAL AND WORKMANSHIP




Embraer or its representatives shall return the part to Buyer in FCA (Free Carrier — Incoterms
2000) condition at the port of clearance indicated by Embraer or its representatives.
Eventual no fault found fees, as well as the associated costs with the re-installation and
adjustments are Buyer’s responsibility.




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






	 	a.	 	When the Aircraft has been used in an attempt to break records, or subjected to
experimental flights, or in any other way not in conformity with the flight manual or the
airworthiness certificate, or subjected to any manner of use in contravention of the
applicable aerial navigation or other regulations and rules, issued or recommended by
aviation authorities of whatever country in which the aircraft is operated, when accepted
and recommended by 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;
	 
	 	c.	 	Whenever the Aircraft or any of its parts have been involved in an accident, or when
parts either defective or not complying to manufacturer’s design or specification have been
used;
	 
	 	d.	 	Whenever parts have had their identification marks, designation, tamper 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, breakage, damage or any other defect resulting from the use
of inadequate packing methods when returning items to Embraer or its representatives.






	4)	 	This Warranty does not apply to (a) Buyer-furnished equipment (BFE) or Buyer-installed
equipment (BIE), (b) expendable items, whose service life or maintenance cycle is lower than
the warranty period, and (c) materials or parts subjected to deterioration (including but not
limited to gaskets, O-rings, carbon brake heat-stack, etc.).
	 
	5)	 	The Warranty hereby expressed is established between Embraer and Buyer, and it cannot be
transferred, assigned or novated to any third party, except as provided otherwise pursuant to
Article 14 (Assignment) of the Purchase Agreement.






			
	 	 	 
	
Attachment “C” to Purchase Agreement COM0188-10 — Final Version	 	Page 2 of 3


















 




ATTACHMENT “C”

WARRANTY — MATERIAL AND WORKMANSHIP





	6)	 	TO THE EXTENT PERMITTED BY LAW, 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 THING 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.






	7)	 	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.








			
	 	 	 
	
Attachment “C” to Purchase Agreement COM0188-10 — Final Version	 	Page 3 of 3



















 





ATTACHMENT “D”

[*]



[*]






 




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





			
	 	 	 
	
Attachment “D” to Purchase Agreement COM0188-10 — Final Version	 	Page 1 of 2



















 





ATTACHMENT “D”

[*]



[*]






 




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







			
	 	 	 
	
Attachment “D” to Purchase Agreement COM0188-10 — Final Version	 	Page 2 of 2























 





LETTER AGREEMENT COM0189-10




INDEX



	 	 	 	 	 
	ARTICLE	 	PAGE
	1. [*]
	 	 	2	 
	2. [*]
	 	 	2	 
	3. [*]
	 	 	4	 
	4. [*]
	 	 	4	 
	5. [*]
	 	 	6	 
	6. [*]
	 	 	6	 
	7. [*]
	 	 	6	 
	8. AIRCRAFT CHANGES
	 	 	7	 
	9. [*]
	 	 	8	 
	10. [*]
	 	 	8	 
	11. REINSTATEMENT OF THE PURCHASE AGREEMENT
	 	 	8	 
	12. COUNTERPARTS
	 	 	9	 








 




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








			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 1 of 9



















 





LETTER AGREEMENT COM0189-10





This Letter Agreement COM0189-10 (the “Letter Agreement”) dated 5th October, 2010 is an
agreement by and between 

Embraer — Empresa Brasileira de Aeronáutica S.A. (“Embraer”) with its
principal place of business at São José dos Campos, SP, Brazil and AIR LEASE CORPORATION (“Buyer”)
with its principal place of business at 2000 Avenue of the Stars, Suite 600N, Los Angeles, CA
90067, collectively known as the “Parties”, and relates to Purchase Agreement COM0188-10 entered
into by Embraer and Buyer on even date herewith (the “Purchase Agreement”).



This Letter Agreement constitutes an amendment and modification to the Purchase Agreement as it
sets forth additional agreements of the Parties with respect to the matters set forth therein. All
terms defined in the Purchase Agreement, except as otherwise required or expressly determined
hereunder, shall have the same meaning when used here and in case of any conflict between this
Letter Agreement and the Purchase Agreement, the provisions of this Letter Agreement shall prevail.



WHEREAS:





	a)	 	Pursuant and subject to the terms and conditions of the Purchase Agreement, Buyer shall buy
and EMBRAER shall sell fifteen (15) EMBRAER 190 LR Aircraft (the “Firm Aircraft”) and shall
have the right to purchase up to five (5) Option EMBRAER 190 LR Aircraft (the “Option
Aircraft”) (collectively, the “Aircraft”).
	 
	b)	 	Embraer and Buyer wish to set forth the additional agreements of the Parties with respect to
certain matters related to the purchase of the above referenced Aircraft.




NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:





	1.	 	[*]
	 
	2.	 	[*]







 




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




			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 2 of 9


















 




LETTER AGREEMENT COM0189-10








[*]






 




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





			
	 	 	 
	Letter Agreement COM0189-10 — Final Version
	 	Page 3 of 9

















 




LETTER AGREEMENT COM0189-10










	3.	 	[*]
	 
	4.	 	[*]







 




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





			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 4 of 9

















 




LETTER AGREEMENT COM0189-10








[*]






 




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






			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 5 of 9

















 




LETTER AGREEMENT COM0189-10










	5.	 	[*]
	 
	6.	 	[*]
	 
	7.	 	[*]






			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 6 of 9

















 




LETTER AGREEMENT COM0189-10





	8.	 	AIRCRAFT CHANGES






The following are additional aircraft change options for Buyer that are not included in the
Aircraft Basic Price:




(a) Customized [*]




As an alternative to the customized [*], Buyer shall have the option to have the Aircraft
with the [*].




(b) Aircraft Version




Buyer shall have the option to convert any Aircraft from LR into AR version, provided that
Embraer receives a written notification to such effect [*]




(c) Engine Versions Upgrade:




Buyer shall have the option to request an engine version upgrade, provided that Embraer
receives a written notification to such effect [*]:




(d) Notification for the [*] Aircraft




Exclusively for the Aircraft [*].




(e) Effect of Changes




If a change is made as provided above, Embraer shall prepare a new Attachment A for the
applicable Aircraft and it shall be incorporated in the Purchase Agreement by means of an
amendment.





 




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




			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 7 of 9

















 




LETTER AGREEMENT COM0189-10










	9.	 	[*]
	 
	10.	 	[*]
	 
	11.	 	REINSTATEMENT OF THE PURCHASE AGREEMENT
	 
	 	 	All other terms and conditions of the Purchase Agreement which have not been specifically
amended or modified by this Letter Agreement shall remain valid and in full force and effect
as and to the extent provided therein without any change as the result of this Letter
Agreement.







 




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




			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 8 of 9

















 




LETTER AGREEMENT COM0189-10










	12.	 	COUNTERPARTS
	 
	 	 	This Letter Agreement may be signed by the parties hereto 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.
This Letter Agreement may be signed by facsimile with originals to follow by an
internationally recognized courier.




IN WITNESS WHEREOF, Embraer and Buyer, by their duly authorized officers, have entered into and
executed this Letter Agreement to be effective as of the date first written above.




	 	 	 	 	 	 	 	 	 	 	 

	EMBRAER — EMPRESA BRASILEIRA	 	 	 	AIR LEASE CORPORATION	 	 
	DE AERONÁUTICA S.A.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paulo Cesa de Souza e Silva
	 	 	 	By:	 	/s/ John L. Plueger	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Paulo Cesa de Souza e Silva
	 	 	 	Name:	 	John L. Plueger	 	 
	Title:

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

	 	/s/ José Luis D’Avila Molina
	 	 	 	By:	 	/s/ Steven Udvar-Házy	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	José Luis D’Avila Molina
	 	 	 	Name:	 	Steven Udvar-Házy	 	 
	Title:

	 	Vice President, Contracts Airline Market
	 	 	 	Title:	 	CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	Oct. 05, 2010	 	 	 	Date:	 	Oct. 04, 2010	 	 
	Place:

	 	São José dos Campos – SP – BR	 	 	 	Place:	 	Los Angeles, CA – USA	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Witnesses	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Alexandro Ayres Netto	 	 	 	By:	 	/s/ Bianca Venturini de Oliveira Iramina	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Alexandro Ayres Netto	 	 	 	Name:	 	Bianca Venturini de Oliveira Iramina	 	 







			
	 	 	 
	
Letter Agreement COM0189-10 — Final Version	 	Page 9 of 9