Document

Exhibit 10.35
Executed Version

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
AMENDMENT No. 15 TO PURCHASE AGREEMENT COM0270-15
This Amendment No. 15 COM0439-21, dated as of December 03, 2021 (“Amendment No. 15”), is between Embraer S.A. ("Embraer") a corporation existing under the laws of Brazil, with its principal place of business at Avenida Brigadeiro Faria Lima, 2170, prédio F-100, Putim, in the city of São José dos Campos, State of São Paulo, Brazil, YABORÃ INDÚSTRIA AERONÁUTICA S.A. ("Embraer Commercial"), a corporation existing under the laws of Brazil, with its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the City of São José dos Campos, State of São Paulo, Brazil  (the assignee of Embraer S.A.) and Aircastle Holding Corporation Limited (“Buyer”) collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0270-15 dated June 12th, 2015 as amended from time to time (the "Purchase Agreement").
Embraer and Embraer Commercial are referred collectively as “Seller”.
All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 15 and the Purchase Agreement, this Amendment No. 15 shall control.
WHEREAS, [***];
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Parties, Seller and Buyer hereby agree as follows:
1. [***].
2. [***].
3. REINSTATEMENT OF PURCHASE AGREEMENT
All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments, which are not specifically modified by this Amendment No. 15 shall remain in full force and effect without any change.
4. COUNTERPARTS
This Amendment No. 15 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 Amendment No. 15 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.
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Exhibit 10.35
Executed Version

IN WITNESS WHEREOF,  Seller and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 15 to be effective as of the date first written above.
									
	EMBRAER S.A.	AIRCASTLE HOLDING    CORPORATION LIMITED

	



By          /s/ Marcelo Santiago
Name:   Marcelo Santiago
Title:      Vice President Contracts & 
  Asset Management


	



By          /s/ Stephen Quinn
Name:  Stephen Quinn
Title:     Director

	



By           /s/ Marc Thomas Alhgrimm
Name:   Marc Thomas Alhgrimm
Title:      Director, Contracts 
  Administration




	
	Place:   SJC, SP, Brazil	Place:   USA




YABORÃ INDÚSTRIA
AERONÁUTICA S.A.                                   




By:       /s/ Marcelo Santiago                       
Name:   Marcelo Santiago                                         
Title:      Vice President Contracts &
             Asset Management




By:         /s/ Marc Thomas Alhgrimm            
Name:   Marc Thomas Alhgrimm                                         
Title:      Director, Contracts Administration 




Place:    SJC, SP, Brazil