Exhibit 10.1

INDEX

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

PURCHASE AGREEMENT COM0041-08

THIS AGREEMENT IS ENTERED INTO THIS 11TH DAY OF MARCH 2008, BY AND BETWEEN EMBRAER—EMPRESA BRASILEIRA DE AERONÁUTICA S.A. AND CANELA INVESTMENTS LLC, 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 CANELA INVESTMENTS LLC AND EXECUTED BY TWO AUTHORIZED OFFICERS OF EMBRAER—EMPRESA BRASILEIRA DE AERONÁUTICA S.A.

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 195 LR (certification designation ERJ 190-200 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 Escalation Formula to the Aircraft Basic Price as set forth in Article 3.3.

1.1.7 “Airworthiness Authority”: shall mean the Brazilian Civil Aviation Authority – Agência Nacional de Aviação Civil (“ANAC”) or such other entity in Brazil from time to time charged with the administration of civil aviation.

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

1.1.9 “Buyer”: shall mean Canela Investiments LLC, a limited liability company organized and existing under the laws of Delaware with its principal place of business at 2975 West Executive Park Way, 2nd floor, Suite 174, Lehi, UT 84043, USA.

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1.1.10 “Contractual Delivery Date”: shall mean a date within the month indicated in Article 5 on which an Aircraft is scheduled to be tendered to Buyer for inspection and subsequent acceptance and delivery. Except as otherwise expressly indicated differently elsewhere in this Agreement, such date shall be deemed to be the last day of the month indicated in Article 5.

1.1.11 “Conversion Aircraft”: shall mean [*****] that Buyer may have the right to purchase in accordance with Article 23 of this Agreement, equipped with [*****] engines identified therein (or, where there is more than one of such aircraft, each of such aircraft).

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

1.1.13 “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.

1.1.14 “Escalation Formula”: shall mean the escalation formula contained in Attachment “D”.

1.1.15 “FAF”: shall mean delivery of an Aircraft in fly-away-factory condition (similar to [*****] - flying from the place designated in Article 5 and cleared for export by Embraer).

1.1.16 [*****]: shall mean the aggregate [*****] referred to in Article 4.1.1.

1.1.17 “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$ [*****] LIBOR published or reported by the Telerate Channel (Reference: Telerate page 3570) 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) for a period of [*****] (or such other relevant period) 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.

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

1.1.19 “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.

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

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1.1.21 “Option Aircraft” shall be the additional EMBRAER 195 aircraft that Buyer shall have the option to purchase as per the terms of Article 21.

1.1.22 “Parties”: shall mean Embraer and Buyer.

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

1.1.24 “Purchase Right Aircraft”: shall have the meaning set out in Article 22.

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 [*****] 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 for 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.

Subject to the terms and conditions of this Agreement:

2.1 Embraer shall sell and deliver and Buyer shall purchase and take delivery of [*****] 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 [*****] Option Aircraft and up to [*****] Purchase Right Aircraft, in accordance respectively with Articles 21 and 22.

3.1 Buyer agrees to pay Embraer, in United States dollars, for each Aircraft the sum of [*****] (the “Aircraft Basic Price”).

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3.2 The Services and Technical Publications are to be provided [*****] 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 escalated according to the Escalation Formula. Such price as escalated shall be the Aircraft Purchase Price and it will be provided by Embraer to Buyer [*****] prior to each Aircraft Contractual Delivery Date.

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 prices specified in Article 3 shall be paid by Buyer by wire transfer in immediately available USD funds, to the 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 Buyer has already paid to Embraer an [*****] in the amount of [*****] per each Aircraft, [*****]. The aggregate amount of such [*****] shall be applied by Embraer towards payment for each Aircraft.

4.1.2 A [*****] payment of each Aircraft Basic Price, less the relevant [*****] is due and payable within [*****] following the execution of this Agreement.

4.1.3 A [*****] payment of each Aircraft Basic Price is due and payable [*****] to each relevant Aircraft Contractual Delivery Date, or within [*****] following the execution of this Agreement, whichever occurs later.

4.1.4 A [*****] payment of each Aircraft Basic Price is due and payable [*****] to each relevant Aircraft Contractual Delivery Date, or within [*****] following the execution of this Agreement, whichever occurs later.

4.1.5 A [*****] payment of each Aircraft Basic Price is due and payable [*****] to each relevant Aircraft Contractual Delivery Date, or within [*****] following the execution of this Agreement, whichever occurs later.

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 Articles 4.1.2 through 4.1.5 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 [*****]

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[*****] per annum pro rated on any part thereof. For the payments referred to under Article 4.1.6, interest shall be calculated as per Article 7.8. Without prejudice to Embraer’s rights set forth in Article 4.3, 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 within [*****] following the date on which the amount was due and payable, Embraer shall have the right to [*****]. Notwithstanding the foregoing and without limiting Embraer’s rights hereunder if any failure to pay shall not have been cured within [*****] Embraer, at its sole discretion shall have the right to postpone or to terminate this Agreement in relation to the affected Aircraft in accordance with Article 20.3. [*****] hereunder shall be deemed to delay the Buyer’s obligation to make any payment that resulted in a [*****].

4.4 Net payments: all payments to be made by Buyer under this Agreement shall be made without deduction or withholding for any taxes, fees, imposts, duties or charges, except for any taxes, fees, imposts, duties or charges, that are the responsibility of Embraer pursuant to Article 17 and shall be made without any right to set-off. 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 Articles 4.1.2, 4.1.3, 4.1.4 and 4.1.5, if not due upon the execution of this Agreement, shall be made by Buyer on or before [*****] on which each of such payments is due.

4.6 [*****]: except as expressly determined otherwise in this Agreement, all payments made by Buyer to Embraer hereunder shall be [*****].

5. DELIVERY

5.1 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, according to the following schedule:

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5.2 With regards to the delivery of the first three (3) Aircraft in December 2008, Embraer will use commercially reasonable efforts to adjust the schedule so that the first Aircraft is tendered for inspection, acceptance and subsequent delivery to Buyer between the 1st and the 10th of December 2008 and the second and third Aircraft are tendered for inspection, acceptance and subsequent delivery to Buyer between the 15th and 30th of December 2008.

6.1 The Embraer 195 aircraft is type certified pursuant to airworthiness requirement RBHA 25 (Regulamento Brasileiro de Homologação Aeronáutica) (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.

6.2 The Aircraft shall be manufactured by Embraer in compliance with ANAC type certification and the operational requirements of the Airworthiness Authority, except for the items that are under Buyer’s regulatory responsibility pursuant to the RBHA operational requirements and are not otherwise required to be provided by Embraer under this Agreement. It shall be Buyer’s responsibility to obtain the certificate of airworthiness together with the Airworthiness Authority and the registration of the Aircraft, at Buyer’s sole expense.

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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 facsimile notice of the week of anticipated Aircraft delivery and [*****] advance facsimile notice of the date on which Embraer considers that each Aircraft will be ready for 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.

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 provide the fuel and insurance for the Aircraft’s acceptance flight in accordance with Embraer’s insurance policy. After such acceptance flight, each Aircraft will be delivered by Embraer to Buyer [*****].

7.3 If Buyer finds an Aircraft acceptable, Buyer shall promptly pay any and all amounts then due and payable pursuant to this Agreement, including but not limited to all amounts referred to in Articles 4.1, 4.2, 7.8 and 8 as applicable and accept delivery of such Aircraft, whereupon the necessary title and risk transfer documents shall be executed in order to effect title transfer. Buyer’s acceptance of an Aircraft shall be deemed a waiver of any rights to revoke acceptance of the Aircraft for any reason, including for defects unknown to Buyer at the time of acceptance.

7.4 Buyer may decline to accept an Aircraft which Buyer reasonably believes does not comply with the specification set forth in this Agreement or is not in an airworthy condition. For the purposes of this Article 7, an Aircraft shall be deemed not to be materially compliant when one or more of the Aircraft characteristics identified in Article 11.2.1 (i) through (vi) are adversely affected by such non-compliance vis-à-vis the specification set forth in Attachment “A1”.

7.5 If Buyer declines to accept an Aircraft, Buyer shall immediately give to Embraer written notice of all specific reasons for such refusal and Embraer shall have [*****], commencing on [*****] after receipt of such notice, to take all necessary actions in order to 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 [*****] grace period provided for in Article 9.2.1. In the event Buyer declines to accept an Aircraft after this procedure is carried out twice, the Parties shall convene immediately following final refusal to accept the Aircraft in order to negotiate possible solutions. If within [*****] counted from the date in which Embraer receives notice of such final refusal to accept the Aircraft, Embraer and Buyer fail to reach an agreement in writing, [*****]

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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 be entitled, at its discretion, to either re-negotiate the terms of this Agreement with Buyer or terminate this Agreement with regard to the affected Aircraft pursuant to Article 20.3. Embraer rights to re-negotiate or terminate this Agreement shall only become effective if such default of Buyer has not been cured within [*****] counted from the Scheduled Inspection Date.

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 within the time period specified in Articles 7.2, 7.3, 7.5 and 7.6, as applicable, interest will accrue [*****] calculated over the unpaid balance of the relevant Aircraft Purchase Price, prorated from the date on which Buyer should have completed the inspection or re- inspection of the Aircraft, as the case may be, until the date in which transfer of title occurs or until the date Embraer terminates this Agreement pursuant to Article 7.7, whichever occurs first. 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.

7.9 Embraer agrees to indemnify and hold harmless each of Buyer and Buyer’s officers, agents, employees and assignees (collectively, the “Buyer Indemnitees”) from and against all liabilities, damages, losses judgments, claims and suits, including costs and expenses incident thereto (“Claims), which may be suffered by, accrued against, be charged to or recoverable from such Buyer Indemnitees by reason of loss or damage to property or by reason of injury or death of any person resulting from or in any way connected with the tests on the ground or in-flight prior to the actual delivery of each Aircraft, but for those Claims which are caused by the gross negligence or willful misconduct of Buyer Indemnitees.

8.1 A storage charge equal to [*****] per Day shall be charged by Embraer to Buyer commencing on:

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

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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.

Except as provided in Articles 9.1 and 9.3, Embraer warrants that there shall be no delays in deliveries of aircraft. The sole remedies for delays in delivery of Aircraft are those provided in this Article 9 and Article 20.2.

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

9.1.2 As soon as practicable but no more than [*****] 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 the Product Support Package or the Services, 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 to avoid or remove any such cause of delay and to minimize its effect on the Contractual Delivery Date of an Aircraft. [*****] For the avoidance of doubt, Embraer shall have no obligations under this

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Article 9 and Buyer shall have no rights under this Article 9 with respect to delays occurring pursuant to item 9.1.1(c).

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, within [*****] following the last Day of Excusable Delay as provided for herein. In the event that the Parties fail to agree on such terms, either Party shall have the right to terminate this Agreement with respect of one or more specific undelivered Aircraft, as applicable, without liability to either Party, except as provided for in Article 20.2(i).

9.1.5 If, however, the cause of such Excusable Delay is attributable to Buyer in accordance with Article 9.1.1.(c), Buyer shall not be entitled to terminate this Agreement in accordance with Article 9.1.4 and upon a termination by Embraer the provisions of Article 20.3 shall apply.

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 [*****] after the Contractual Delivery Date for such Aircraft, Buyer will be entitled to claim from Embraer liquidated damages in the following amounts:

Such liquidated damages shall apply for each Day of delay in excess of the above mentioned [*****] up to the date that the Aircraft is available for inspection and acceptance by, 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, it being understood that such liquidated damages will not, in any event, exceed [*****] of the Aircraft Basic Price of the delayed Aircraft and that it will only be due and payable by Embraer to Buyer after Buyer pays to Embraer the total Aircraft Purchase Price, in respect of the affected Aircraft. The Parties acknowledge and agree that such liquidated damages are not a penalty, but are a fair and reasonable estimate of Buyer’s potential damages.

9.2.2 Upon the occurrence of any event which constitutes a Non-Excusable Delay in the delivery of an Aircraft, Embraer shall, as soon as practicable, 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. [*****]

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[*****].

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

9.3 Delay Due to Loss or Structural Damage of the Aircraft

If, before acceptance of an Aircraft it 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 such date shall be the revised Contractual Delivery Date for the replacement aircraft. However, in the event the specified revised Contractual Delivery Date [*****] after the original Contractual Delivery Date, [*****] and: (i) Buyer notifies Embraer of such acceptance within [*****] of the date of receipt of the notice from Embraer, and (ii) the Parties execute an amendment to this Agreement recording the variation in the Contractual Delivery Date, provided however that in case the Total Loss is caused [*****]

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, except that Embraer shall [*****]

10.1 Buyer may elect to observe the manufacturing of the Aircraft in order to verify that the Aircraft is manufactured in accordance with the procedures specified in this Agreement and to all applicable quality standards. Within thirty (30) Days following execution of this Agreement Embraer shall provide Buyer with a description of the relevant milestones of the manufacturing process which Buyer may observe. Upon receipt of such description Buyer shall promptly inform Embraer which milestones it

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elects to observe. Embraer will then notify Buyer the approximate dates of such milestones and Buyer shall promptly inform the names of no more than [*****] of its representatives that will act as observers (the “Observers”).The Observers shall be given access to the relevant technical data as reasonably necessary. Observers will, at all times, be supported by the quality assurance personnel of Embraer and shall address any of their observations, comments, doubts or requests to such personnel, provided however that Embraer shall not be deemed to have received any request that may affect the performance of this Agreement unless and until such request is made by Buyer in accordance with Article 24. Observers shall not interfere, disturb, delay or in any other way hinder the manufacture or assembly of the Aircraft, any other aircraft or any other activities carried out by Embraer.

10.2 In order to perform the delivery inspection and acceptance of each Aircraft in accordance with Article 7, Buyer shall 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 fifteen (15) 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 high speed internet connection) for Buyer’s Observers and Authorized Representatives, 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 Observers and Authorized Representatives (i) free local transportation between Embraer facilities and hotel during normal working hours on the relevant Working Days, and (ii) lunch at the canteen at Embraer facilities on Working Days.

10.5 Buyer’s Observers and Authorized Representatives shall observe Embraer’s administrative rules and instructions while at Embraer’s facilities.

10.6 Buyer’s Observers and Authorized Representatives 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.

11.1 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 as provided in Article 11.4, or those agreed upon by Buyer and Embraer in accordance with this Article.

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

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

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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 Actual Delivery Date: Embraer shall incorporate Mandatory Service Bulletins in undelivered Aircraft [*****] in a reasonable period of time if the compliance time for such Mandatory Service Bulletins is before Actual Delivery Date of an Aircraft and such incorporation shall, to the extent technically possible and commercially reasonable, occur via a terminating action. 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 Actual Delivery Date: During a time period of [*****] following the Aircraft Actual Delivery Date, Embraer shall provide parts kits for Mandatory Service Bulletins that are issued either (i) before the relevant Aircraft’s Actual Delivery Date but with a compliance time after such date or (ii) after the relevant Aircraft’s Actual Delivery Date. Such kits shall be provided [*****], excluding Buyer’s labor charges for installation of such Mandatory Service Bulletins. 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.

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, or (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, shall be considered as optional and Embraer shall submit to Buyer a Proposal of Major Change (“PMC”)

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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.

12.1. 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”.

12.2 Guarantees: Embraer hereby guarantees to Buyer (i) performance, (ii) dispatch reliability, and (iii) service life, of and with respect to the Aircraft in accordance with the terms and conditions specified respectively in Attachments “E”, “F” and “G”.

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.

14.1 Assignment of rights and obligations: Except as otherwise provided in this Article 14, Buyer may not assign, novate or transfer any of its rights or obligations hereunder without the prior written consent of Embraer, which shall not be unreasonably withheld or delayed.

14.2 Upon ten (10) Days prior written notice to Embraer, Buyer may assign all or part of its rights and obligations hereunder with regards to any Aircraft to a bank or other financial institution as part of a purchase money financing arrangement for the purchase of the Aircraft or to a leasing company under a sale-lease-back arrangement where Buyer shall operate the Aircraft as a lessee promptly after delivery to the leasing company. Furthermore, upon (10) Days prior written notice to Embraer, and subject to the prior written consent of Embraer which shall not be unreasonably withheld or delayed, Buyer may assign the warranties identified in Attachment C hereto to the financier of such the Aircraft. [*****].

14.3 Upon no less than fifteen (15) Days prior written notice to Embraer and subject to the prior written consent of Embraer which shall not be unreasonably withheld or delayed, and solely in connection with [*****] payments due under this Agreement, Buyer may assign to the financier of such [*****] its right to purchase the Aircraft to which such [*****] payments are applied in the event the Buyer defaults under such [*****].

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

14.4 Buyer represents to the benefit of Embraer that any assignment permitted under this Article 14 shall not cause any adverse change to the interests, rights or obligations of Embraer under this Agreement.

15.1 Claims against Buyer. Embraer shall indemnify and hold Buyer, its subsidiaries and affiliates, and their officers, directors, agents and employees (collectively, for purposes of this Article 15, “Buyer”) harmless from and against any and all royalties, liabilities, damages, settlement costs and expenses, losses, claims, actions, lawsuits, demands, fines, penalties, and all expenses (including but not limited to costs of investigation and defense and reasonable fees incurred for attorneys, expert witnesses, consultants and litigation support services) associated with any of the foregoing (collectively, the “Damages”) based upon, caused by, arising from, or in any manner connected with, directly or indirectly, any suit, action, proceeding, allegation, assertion or claim that

(a) Any article or service purchased or supplied hereunder or any portion thereof (including without limitation any accessory, equipment or part supplied to Embraer from any other Vendor, manufacturer, or supplier) (collectively, “Item”) and/or the use or operation thereof constitutes an infringement of any United States or foreign patent, design or model duly granted or registered (“Claim”), provided that from the time of design of such Item and until such Claim is resolved, such foreign country in which any foreign patent is held and the flag country of the Aircraft is each a party to (1) the International Convention for the Protection of Industrial Property (Paris Convention) in any of its revised forms or (2) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or

(b) Aircraft software or materials, or any part of such Aircraft “ software or materials as furnished by Embraer, and used within the scope of the license granted by Embraer, constitutes an alleged or actual infringement of any copyright of the United States or misappropriates any third party trade secret (“Copyright Claim”), provided that from the time of design of such item and until such Copyright Claim is resolved, any such foreign country in which the infringement claim is made and the flag country of the Aircraft is each a member of The Berne Union.

The indemnification by Embraer provided in this Paragraph 15.1 shall not apply to Buyer furnished or installed equipment, power plant system, or [APU’s] and their related parts.

15.2 Buyer’s Remedies and Judgments. In connection with the foregoing, Embraer agrees to defend at its expense any suit or action in respect of any claim or copyright claim. Buyer’s remedy and Embraer’s obligation and liability under this Article 15 are conditional upon Buyer giving Embraer written notice promptly after Buyer receives notice of a suit or action against Buyer alleging infringement or after Buyer receives a written claim of infringement, whichever is earlier. Failure to notify Embraer as provided in the foregoing sentence shall relieve Embraer of liability that

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it may have to Buyer to the extent that the defense of any such claim is prejudiced thereby. Embraer’s obligations hereunder with respect to any actual or alleged infringement are also conditioned upon (i) Buyer’s promptly furnishing to Embraer all the data, papers, records (as requested by Embraer) and other assistance within the control of Buyer material to the resistance of or defense against any such charge or suits for infringement, (ii) Buyer’s use of diligent efforts in full cooperation with Embraer to reduce royalties, liabilities, damages, costs and expenses involved, and (iii) Embraer’s prior approval of Buyer’s payment, assumption or admission of any liabilities, or royalties for which Embraer is asked to respond. Embraer shall have the option but not the obligation at any time to conduct negotiations with the party or parties charging infringement and may intervene in any suit commenced. Whether or not Embraer intervenes in any such suit, it shall be entitled at any stage of the proceedings to assume control and conduct the defense and/or settlement of such suit or action either in the name of Embraer or of Buyer, or both. Buyer shall cooperate with Embraer and shall, upon Embraer’s reasonable request and [*****], arrange for attendance of representatives of Buyer at hearings and trial and assist in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions. Embraer shall assume and pay any and all judgments and all costs assessed against Buyer in a final non-appeallable judgment of any such suit or action, and Embraer will pay any payments in settlement imposed upon or incurred by Buyer with Embraer’s approval, together with all interest accruing after entry of any such judgment or after the making of any such settlement, [*****].

15.3 Continuing Use. In the event any Item purchased or supplied hereunder, or any portion thereof, becomes the subject of any Claim or Copyright Claim, or if Embraer in its reasonable judgment at any time decides that the item purchased or supplied hereunder, or any portion thereof, shall become the subject of such a Claim or Copyright Claim, Embraer shall promptly, but, in any event, no more than thirty (30) days after receipt of written notice from Buyer of a Claim, Copyright Claim or the entry of any order or decree permanently or temporarily enjoining the use of the Item purchased or supplied hereunder, or any portion thereof, at its own expense and option either: (i) obtain for Buyer the right to use the infringing Item, or portion thereof; or (ii) replace, modify, substitute, or update the infringing article, or portion thereof, so that it becomes non-infringing.

In the event that any such suit or action results in an order, decree or judgment enjoining or otherwise prohibiting Buyer from effectively using any Item for its intended purposes, or any settlement made or approved by Embraer has such result, Embraer agrees at its option and expense to promptly either: (i) procure for Buyer the right to continue using said Item; or (ii) modify said Item so that it becomes non-infringing and otherwise complies with the provisions of this Agreement; or (iii) replace said item with a non-infringing Item suitable for Buyer’s requirements and in a condition equivalent to that of the Item removed. The

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foregoing provisions hereof shall apply in case of any such order, decree, judgment or settlement-prohibiting Buyer from effectively using any component or part of the Item.

If the party or parties making a Claim or Copyright Claim for which Embraer has agreed to indemnify Buyer hereunder obtains an injunction restraining Buyer’s use of the Item and a bond or other security will be necessary and efficacious to void same, Embraer shall promptly pay to Buyer the amount of premium for any bond or the costs of any other security given by Buyer to release or void such injunction, or alternatively at Embraer’s election shall furnish such bond or other security in Buyer’s behalf.

15.4 Exemptions. Embraer shall not be obligated to indemnify and hold Buyer harmless from all damages caused by, arising from or in any way connected with any suit or action relative to Buyer furnished designs, equipment, materials or data, or any design which is imposed by Buyer on Embraer as an alternative to Embraer’s suggested design, or any Buyer modification of the Embraer supplied Item, or any component or part thereof, or any new designs, equipment, materials or data incorporated, after delivery and acceptance of the Item, by Buyer without the involvement of Embraer.

The foregoing indemnity shall not extend to any claim of infringement based on any modification, change or combination not in accordance with Embraer’s written procedures or without Embraer’s written approval or consent thereto, provided that the claim for infringement relates to the combination, change or modification as opposed to solely the article itself. However, the exclusion set forth in this subparagraph shall not relieve Embraer of its obligation under this Article 15 if the Item continues to be infringing after the removal, as the case may be, of any changes, modifications or combinations, or after-incorporated designs, equipment, materials or data.

15.5 Restrictions. The sales contemplated by this Agreement do not include the transfer of the right to use, or any ownership of, design, copyrights, patents, and other similar rights to Buyer.

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 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, unless otherwise notified, provided that such notification shall be subject to the reasonable satisfaction and agreement of Embraer. If accepted, said prohibition, however, shall in no way apply to the promotional materials or pictorial, graphic or sculptural works already existing or to any contract for the display of such materials or works already binding Embraer at the time of receipt of the notification.

CONFIDENTIAL TREATMENT REQUESTED

Embraer shall pay all [*****] shall be borne by Buyer.

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.

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.

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 not be less than [*****]. Should such failure not be remedied within the period so specified, then the Party who gave notice of such failure shall be entitled [*****] NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN ANY CIRCUMSTANCE HEREUNDER FOR ANY CONSEQUENTIAL DAMAGES

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(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 to the relevant Aircraft, upon the occurrence of any Excusable Delay of [*****] or longer, unless otherwise agreed in writing by the Parties, and Buyer shall have the right to terminate this Agreement in respect to the relevant Aircraft upon the occurrence of any non-Excusable Delay of [*****] or longer after such Aircraft Contractual Delivery Date, such rights to be exercisable by written notice from one Party to the other to such effect no earlier than the [*****] or [*****] as applicable. Upon receipt of such notice of termination by Buyer or Embraer, as the case may be, Embraer shall:

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 Articles 4.3, 7.7 or 9.1.5 hereof, Buyer shall pay to Embraer an amount equal to (i) [*****] of the Aircraft Basic Price per terminated Aircraft, if the termination occurs [*****] to the relevant Aircraft Contractual Delivery Date or; (ii) [*****] of the Aircraft Basic Price per terminated Aircraft, if the termination occurs with [*****] to the relevant Aircraft Contractual Delivery Date. [*****] For these

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purposes Embraer may, in its sole discretion, retain all amounts previously paid by Buyer, to apply as part of the payments of damages resulting from such default on the part of Buyer. It is hereby agreed by the Parties that upon the receipt by Embraer of the amounts set forth above, no other indemnity shall be due by Buyer to Embraer.

20.4 If either Party terminates this Agreement in respect to an Aircraft pursuant to Article 7.6 hereof, [*****].

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

21.1 A [*****] Option Aircraft [*****] of the Aircraft Basic Price, per Option Aircraft, is due and payable within [*****] following the date of exercise (the “[*****]”).

21.2 The unit basic price of the Option Aircraft shall be equal to [*****], provided that such Option Aircraft be delivered within the delivery period above mentioned and in the same configuration, specification and installations specified in Attachment “A1” hereto, as it is written on the date of

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signature of this Agreement, determ ining the Option Aircraft basic price (the “Option Aircraft Basic Price”).

21.3 The Option Aircraft Basic Price shall be [*****], determining the Option Aircraft 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 The [*****] of the relevant Option Aircraft.

21.4.2 A [*****] of each Option Aircraft Basic Price, less the relevant [*****], is due and payable [*****] to each relevant Option Aircraft Contractual Delivery Date.

21.4.3 A [*****] of each Option Aircraft Basic Price is due and payable [*****] to each relevant Option Aircraft Contractual Delivery Date.

21.4.4 A [*****] of each Option Aircraft Basic Price is due and payable [*****] to each relevant Option Aircraft Contractual Delivery Date.

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

21.4.6 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 [*****].

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 [*****] following the Option Aircraft option exercise date, setting forth the terms and conditions applicable to, if any, exclusively to the Option Aircraft.

21.7 The product support package to be applied to the Option Aircraft is described in

Article 2.4 of Attachment “B”.

21.8 The exercised Option Aircraft shall be subject to conversion to other models as per the terms and conditions contained in Article 23.

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22.1 Embraer shall grant Buyer the right to purchase up to twenty [*****] EMBRAER 195 aircraft (the “Purchase Right Aircraft”) configured as per Attachment “A1” and available to Buyer at the [*****] that are applicable to the Aircraft (the “Purchase Right Basic Price”), [*****].

22.2 Subject to no material default on the part of the Buyer having occurred and continuing on the date of exercise, the right to purchase each of the Purchase Right Aircraft shall be exercised by means of a written notice (the “Exercise Notice”) from Buyer to Embraer, and such right is subject to the existence of enough production capacity at Embraer to comply with Buyer’s desirable delivery schedule.

22.3 In case Embraer has not received Exercise Notices for all Purchase Right Aircraft on or before December 2012 Buyer shall be deemed to have relinquished its right to acquire any unexercised Purchase Right Aircraft. The Exercise Notice shall specify the desirable delivery month for the Purchase Right Aircraft that Buyer intends to firm-up. The contractual delivery date for any Purchase Right Aircraft (“Purchase Right Aircraft Contractual Delivery Date”) shall be no later than [*****].

22.4 Following receipt by Embraer of Buyer’s Exercise Notice, Embraer shall inform Buyer if the desired Purchase Right Aircraft Contractual Delivery Date requested by Buyer is acceptable; otherwise, Embraer shall inform Buyer the closest non-committed delivery position available for sale.

22.5 In case Buyer and Embraer agree in terms of the new Purchase Right Aircraft Contractual Delivery Date, Buyer shall immediately remit to Embraer a [*****] for each exercised Purchase Right Aircraft (the “[*****]”). The Purchase Right Aircraft payment terms and conditions shall be in accordance with schedule and all terms and conditions contained in Article 4 of this Agreement, mutatis mutandis.

22.6 The product support package to be applied to the exercised Purchase Right Aircraft shall be in accordance with the terms and conditions contained in Article 2.4 of Attachment “B”.

22.7 If the purchase rights are exercised by Buyer as specified above and the relevant delivery dates are agreed, and the [*****] is paid by Buyer as specified above, an amendment to this Agreement shall be executed by and between the Parties within [*****] following the Purchase Right Aircraft exercise date, setting forth the specific terms and conditions, if any, applicable exclusively to the Purchase Right Aircraft.

22.8 All payments are [*****] and considered part of the payment for the exercised Purchase Right Aircraft.

23.1 Buyer shall have the flexibility to request the conversion of any exercised Option Aircraft or exercised Purchase Right Aircraft [*****]. To exercise its conversion option, Buyer shall send a written

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notice to Embraer to such effect on the date of exercise of the relevant Option Aircraft, or Purchase Right Aircraft, as the case may be.

23.2 Following receipt by Embraer of Buyer’s conversion request notification, Embraer shall confirm to Buyer within [*****] if the requested Conversion Aircraft are available for conversion as per Buyer’s request (the “Confirmation Notice”), in which event such Conversion Aircraft shall be deemed an “Aircraft” in lieu of the replaced exercised Option or Purchase Right Aircraft, including the delivery of such Conversion Aircraft being scheduled on the Contractual Delivery Date applicable to such replaced exercised Option or Purchase Right Aircraft, subject to possible schedule changes as described below.

23.3 In case Buyer and Embraer do not reach an agreement in relation to such Conversion Aircraft within [*****] after the date of the Confirmation Notice, Buyer shall have the right to either (i) to not exercise the relevant Option or Purchase Right Aircraft, as the case may be, in which case such Option or Purchase Right Aircraft will be considered expired, and in this case no indemnity being due by either Party to the other, except that Embraer shall be entitled to retain the relevant [*****] made by Buyer, or (ii) to accept the relevant Option / Purchase Right Aircraft [*****].

23.4 The Conversion Aircraft Basic Price for [*****], including the optional equipment and customized lay outs defined respectively in Attachments “ A2 ”, “ A3 ” and “ A4 ”, are:

23.5 The performance guarantee for the Conversion Aircraft shall be in accordance with the terms and conditions contained in Attachment “E2” (for the [*****]), Attachment “E3” (for the [*****]”), and Attachment “E4” (for the [*****]”). The terms and conditions of the Service Life Guarantee presented in Attachment “H” shall also be applicable for the Conversion Aircraft. Also, the terms and conditions of the Aircraft Warranty Certificate presented in Attachment “C” shall also be applicable for the Conversion Aircraft.

24.1 Buyer agrees to indemnify and hold harmless each of Embraer and Embraer’s officers, agents, employees and assignees (collectively, the “Embraer Indemnitees”) from and against all liabilities, damages, losses, judgments, claims and suits, including necessary costs and expenses incident thereto (collectively, “Claims”), which may be suffered by, accrued against, be charged to or recoverable from such Embraer Indemnitees by reason of loss or damage to property or by reason of injury or death of any person resulting from or in any way connected with the performance of services by employees, representatives or agents of Embraer for or on behalf of Buyer related to Aircraft after its transfer of title to Buyer, including, but not limited to, technical operations, maintenance, and training services and assistance performed while on the premises of Embraer or Buyer, while in flight on Buyer-

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owned Aircraft or while performing any other service, at any place, in conjunction with the Aircraft operations of Buyer but for those Claims which are caused by the gross negligence or willful misconduct of Embraer Indemnitees.

All notices permitted or required hereunder shall be in writing in the English language and sent, by registered mail or facsimile, to the attention of the Vice President, Contracts as to Embraer and of the Managing Director 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

23.2 BUYER:

Av. Rio Branco, nº 1, 14º andar, Ala A

Ed. RB1, Centro, Rio de Janeiro, 20090-003

Care of Dr. Sergio Laclau

Telephone:(+55 21) 2272-9294

Facsimile: (+55 12) 2283-0023

The Parties do not have 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, each of Buyer and Embraer agrees to exert its best efforts to request confidential treatment of the Articles and conditions of this Agreement relevantly designated by the other Party as confidential.

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 the relevant end-user certificates necessary for the export and transfer of the Aircraft to Buyer.

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.

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.

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

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.

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.

Each Party represents and warrants to the other that:

34.1 It is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate power and authority to conduct the business in which it is currently engaged and to enter into and perform its obligations under this Agreement.

34.2 It has taken, or caused to be taken, all necessary corporate action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and

34.3 The execution and delivery by it of this Agreement, its performance of its obligations hereunder and its consummation of the transactions contemplated hereby, do not and will not violate or conflict with any provision of its constitutional documents, violate or conflict with any law, rule, or regulation applicable to or binding on it or violate or constitute any breach or default (other than a breach or default that would not result in a material adverse change to it or adversely affect its ability to perform any of its obligations hereunder) under any agreement, instrument or document to which it is a party or by which it or any of its properties is or may be bound or affected.

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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.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

The Aircraft EMBRAER 195 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

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

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[*****]

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The Aircraft will be delivered to Buyer as follows:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the

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ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

The materials and colours of all and any items of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain for the Aircraft will be in accordance with Buyer’s choices indicated in the Customer Check List Revision N/C executed by and among Buyer, Embraer and C&D Zodiac on February 15, 2008. In case of conflict between the CCL and this Attachment A the latter shall control.

The choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

Any BFE materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE materials 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 and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

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

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A1”

AIRCRAFT CONFIGURATION

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 nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] 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 “A1” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A1” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

The Aircraft EMBRAER 170 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

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

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

[*****]

The Aircraft will be delivered to Buyer as follows:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

Buyer shall inform Embraer on or before [*****] prior to the first Aircraft contractual delivery date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain. The above mentioned schedule for definition of interior finishing shall only be applicable if Buyer selects its materials from the choices offered by and available at Embraer. In case Buyer opts to use different materials and/or

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

patterns, such schedule shall be mutually agreed between the Parties at the time of signature of the Purchase Agreement.

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

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 and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

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 nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A2”

AIRCRAFT CONFIGURATION

entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] 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 “A2” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A2” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

The Aircraft EMBRAER 175 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

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

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

[*****]

The Aircraft will be delivered to Buyer as follows:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

Buyer shall inform Embraer on or before [*****] prior to the first Aircraft contractual delivery date of its choice of materials and colors of all and any item of interior finishing such as seat covers, carpet, floor lining on galley areas, side walls and overhead lining, galley lining and curtain. The above mentioned schedule for definition of interior finishing shall only be

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

applicable if Buyer selects its materials from the choices offered by and available at Embraer. In case Buyer opts to use different materials and/or patterns, such schedule shall be mutually agreed between the Parties at the time of signature of the Purchase Agreement.

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

Any BFE materials shall conform to the required standards and comply with all applicable regulations and airworthiness requirements. Delays in the delivery of BFE materials 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 and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

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 nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A3”

AIRCRAFT CONFIGURATION

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] 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 “A3” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A3” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

The Aircraft EMBRAER 190 shall be manufactured according to (i) the Technical Description [*****] dated as of November 2007 which although not attached hereto, are incorporated herein by reference, and (ii) the characteristics described in the items below.

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

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

[*****]

The Aircraft will be delivered to Buyer as follows:

The fuselage of the Aircraft shall be painted according to Buyer’s color and paint scheme, which shall be supplied to Embraer by Buyer on or before [*****] prior to the first Aircraft contractual delivery date. The wings and the horizontal stabilizer shall be supplied in the standard colors, i.e., grey BAC707.

Once defined, the choices of color and paint scheme made by Buyer shall apply to all Aircraft. If Buyer requires a color and paint scheme for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the relevant Aircraft shall be painted in according to the original paint and color scheme.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

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

Once defined, the choices of interior finishing made by Buyer shall apply to all Aircraft. If Buyer requires an interior finishing for any Aircraft that is different from the original one informed to Embraer, Buyer shall present a written request to Embraer not less than [*****] prior to the relevant Aircraft contractual delivery date and Embraer will submit the relevant quotation to the approval of Buyer within [*****] from the date such request is received by Embraer. Should Buyer not approve the quotation, the interior of relevant Aircraft shall be built according to the original choice of Buyer.

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 and standard units.

Medical kits, defibrillators and wheelchairs, as well as any other equipment classified as medical or pharmaceutical products, shall be BIE items.

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.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “A4”

AIRCRAFT CONFIGURATION

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 nonperformance of such obligation, nor an election or waiver by Embraer of any remedy or right available to Embraer under the Purchase Agreement.

No compensation to Buyer or reduction of the Aircraft Offer Price shall be due by virtue of the taking of any such actions by Embraer and Embraer shall be entitled to charge Buyer for the amount of the reasonable expenses of Embraer incurred in connection with the performance of or compliance with such agreement, as the case may be, payable by Buyer upon demand.

The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks, the transponder code and ELT protocol coding shall be supplied to Embraer by Buyer no later than [*****] before each relevant Aircraft contractual delivery date. Embraer shall be entitled to tender the Aircraft for delivery to Buyer without registration marks, with an inoperative transponder and without setting the ELT protocol coding in case Buyer fails to supply such information to Embraer in due time.

The Aircraft contains (i) an [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****]. The [*****] and the [*****] 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 “A4” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A4” SHALL PREVAIL.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

In the event that just after the delivery of the Aircraft Buyer needs to fly the Aircraft outside of the Brazilian territory, Embraer will make available to Buyer 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 crew in the interface with Brazilian customs clearances. Such services do not include handling services as refueling, ground equipment and communications and Buyer shall hire such services from a handling service company. Embraer may, if requested by Buyer, assist Buyer in contracting such services. Buyer shall also be responsible for the flight documents (including but no limited to IFR templates & charts) and overflight permits required for the ferry flight, except for the overflight permits for the Brazilian territory which will be provided by Embraer.

If it is necessary that any ferry equipment be installed by Embraer for the ferry flight between Brazil and the country where Buyer intends to fly the Aircraft (if any), Embraer will make available a standard and serviceable ferry equipment kit to Buyer (hereinafter the “Kit”) at [*****], except as set forth below. In this case, Buyer shall immediately upon its arrival at its final destination, remove the Kit from the Aircraft and return it to a freight forwarder agent as determined by Embraer, at Buyer own expense, including the necessary insurance.

If Embraer provides the Kit to Buyer and if the Kit is utilized, whether totally or not, in Embraer’s reasonable discretion, Buyer shall pay Embraer the value of a new Kit.

If the non-utilized Kit is not returned to Embraer in 60 Days after the respective Aircraft Delivery Date, complete and in the same condition as it was delivered to Buyer, the availability of another Kit for the first Aircraft ferry flight after such 90 Day period shall not be an Embraer obligation. Furthermore, Buyer shall pay Embraer the value of a new Kit.

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

Embraer guarantees the supply of spare parts, ground support equipment and tooling, except engines and its accessories, hereinafter referred to as “Spare(s)”, for the Aircraft [*****]. 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 for any of such items. The Spares may be supplied either by Embraer in Brazil or through its subsidiaries or distribution centers located abroad.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

The sale and export of parts to Buyer may be subject to export controls and other export documentation requirements of the United States and other countries. Buyer agrees that neither Embraer nor any of its subsidiaries, affiliates or suppliers shall be liable for failure to provide parts 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 part or its related technology. Buyer 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 the (i) [*****] manufactured by [*****] with an embedded [*****] used for emergency backup and flight safety information, and (ii) [*****] manufactured by [*****] 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.

Upon Buyer’s request, Embraer shall present to Buyer a recommended Spare provisioning list (the “RSPL”). The objective of the RSPL is to provide Buyer with a detailed list of Spares that will be necessary to support the initial operation and maintenance of the Aircraft by Buyer. Such recommendation will be based on the experience of Embraer and on the operational parameters established by Buyer.

Embraer will provide a qualified team to attend pre-provisioning conferences as necessary to discuss Buyer requirements and the RSPL as well as any available spare parts support programs offered by Embraer. Such meeting shall be held at a mutually agreed upon place and time, but in no event less than [*****] prior to the Contractual Delivery Date of the first Aircraft.

Buyer may acquire the items contained in the RSPL directly from Embraer or directly from Vendors. Items contained in the RSPL for which Buyer places a purchase order with Embraer (the “IP Spares”), will be delivered by Embraer to Buyer within [*****] in FCA [*****] 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 commits to place a purchase order with Embraer for those IP Spares Buyer has decided to acquire from Embraer, as soon as practical and in any event not less than [*****] prior to the Contractual Delivery Date of the first Aircraft. At the reasonable request of Embraer, Buyer shall demonstrate that it has provided for the acquisition of those IP Spares that Buyer has

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

decided to acquire from sources other than Embraer, in order to complement the RSPL in a timely manner.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

AOG 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 AEROChain e-marketplace in case Buyer subscribes this service. The information concerning regular direct lines and e- mail address shall be obtained through the Customer Account Manager designated to Buyer 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 premises, in FCA [*****] condition, Embraer facility, in accordance with Buyer’s shipping instructions.

Other than AOG orders, Buyer may expedite spare parts orders as spare parts critical orders (imminent AOG or work stoppage situation) or as spare parts routine expedite orders (urgent stock replenishment – “USR”). Embraer will give response advice, within the following times:

[*****]

Routine and/or Critical Spares: Embraer will deliver routine and/or critical Spares (other than AOG Spares) in FCA condition, Embraer facility, from the location were such spares are available. Routine and/or critical Spares shall be delivered according to their lead times, depending upon the purchase order priority. All spares will be delivered with the respective authorized release certificate or any similar document issued by a duly authorized person.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

Embraer shall supply, [*****], a total of [*****] complete sets of operational and maintenance publications applicable thereto, in the English language, in accordance with the list contained in Exhibit “1” to this Attachment “B”. The media [*****] shall be agreed by the Parties [*****] otherwise all publications available [*****] shall be delivered in such media. [*****] of the operational publication in the hard copy format shall be provided by Embraer onboard of each Aircraft.

Such publications are issued under the applicable specification. The revision service for these publications, including mailing services [*****], shall be provided, [*****]. After such period, the mailing services shall also be borne by Buyer. Such publications will be delivered together with the Aircraft.

Technical publications regarding, among others, parts, systems or equipment supplied by Vendors and installed by Embraer in the Aircraft during the manufacturing process, will be supplied to Buyer directly by such Vendors, in the same quantity as the Embraer technical publication as specified in Article 2.2.1, in their original content and printed form. Vendors are also responsible to keep publications updated through a direct communication system with Buyer. Embraer shall use commercially reasonable efforts to cause Vendors to supply their respective technical publications in a prompt and timely manner.

[*****]

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

[*****], except as set forth below, Embraer shall provide the Services described in this Article 2.3, in accordance with the terms and conditions below:

Embraer shall use commercially reasonable efforts to make the familiarization programs available in Brazil to the extent that the use of an EMBRAER 195 full flight simulator (“FFS”), or other training devices which are not available in Brazil, is not required. Whenever a FFS or other training devices which are not available in Brazil is required for the familiarization Embraer shall use commercially reasonable efforts to

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

secure training is available to Buyer at an Embraer-designated training provider in the United States, Central America or South America.

Notwithstanding any of the foregoing to the contrary, in consideration of Buyer entering into a Purchase Agreement with Embraer [*****].

[*****]

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

prior to the intended beginning of such training schedule. Buyer shall give [*****] advance notice to Embraer of the full name and professional identification data of each trainee. Substitutions of appointed trainees will not be accepted during this period.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

other additional [*****] shall depend on mutual agreement between the Parties and shall be charged by Embraer accordingly.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

Embraer shall assign one (1) non-dedicated Account Manager to support Buyer shortly after execution of the Purchase Agreement and to support the operations of all Aircraft in Buyer’s fleet in revenue service for passenger transportation. The Account Manager will be responsible for coordinating all product support related actions of Embraer to assure a smooth Aircraft introduction into service and, thereafter, for concentrating and addressing all issues concerning the operation of the Aircraft by Buyer. A team composed of regional technical representatives, regional spare parts representatives and regional field engineers, as necessary and applicable, shall support the Account Manager.

The product support package for the exercised Option and Purchase Right Aircraft shall be limited to the familiarization program for up to [*****] per exercised Option and Purchase Right Aircraft.

Embraer shall provide remote technical, engineering and flight operations support services three hundred sixty five days a year, 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. The technical and engineering support service is designed to support daily operations of the Aircraft by Buyer by assisting Buyer with the identification and investigation of the causes of in-services issues and during AOG situations, as required. The flight operations support service is designed to support Buyer in the use of flight operations publications and [*****]. This service is offered [*****] within such scope and is available for as long as Buyer continues to operate the Aircraft type in regular passenger revenue service. Embraer and Buyer shall agree service standards applicable to technical and engineering support during the negotiation of the Purchase Agreement.

Technical and engineering support is also available to assist Buyer in performing minor structural repairs on the Aircraft, such as dents, abrasions, scrapes and similar damages during normal operations, or caused by ground handling personnel and vehicles while servicing the Aircraft on ground. Such assistance consists of the analysis of damage reports submitted by Buyer, preparation of instructions for repair in accordance with structural repair standard of Embraer. This support shall be provided [*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT B

FERRY FLIGHT ASSISTANCE AND PRODUCT SUPPORT PACKAGE

[*****]

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 1—LIST OF TECHNICAL PUBLICATIONS

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

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

EXHIBIT 2 – LIST OF TECHNICAL PUBLICATIONS

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

“It is hereby understood and agreed that Insurers agree to waive rights of subrogation against Embraer with regard to the insured Aircraft.

This endorsement shall not operate to prejudice Insurer’s rights of recourse against Embraer—Empresa Brasileira de Aeronáutica S.A. as manufacturer, repairer, supplier or servicing agent where such right of recourse would have existed had this endorsement not been effected under this Policy.”

“It is hereby understood and agreed that Embraer—Empresa Brasileira de Aeronáutica S.A. including any business entity owned by or subsidiaries to Embraer, and all partners, executive officers, employees and stock holders, are added as Additional Insured only with respect to the operation of the Aircraft by the Named Insured.

This endorsement does not provide coverage for any Additional Insured with respect to claims arising out of its legal liability as manufacturer, repairer, supplier or servicing agent and shall not operate to prejudice Insurer’s right of recourse against any Additional Insured as manufacturer, repairer, supplier or servicing agent.”

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

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “C”

WARRANTY—MATERIAL AND WORKMANSHIP

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

Freight, insurance, taxes and other costs incurred by Embraer or its representative for the return of the part to Buyer, 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.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

ATTACHMENT “C”

WARRANTY—MATERIAL AND WORKMANSHIP

ATTACHMENT “C”

WARRANTY—MATERIAL AND WORKMANSHIP

ATTACHMENT, INCLUDING DATA, DOCUMENT, INFORMATION OR SERVICE, INCLUDING BUT NOT LIMITED TO:

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “D”

ESCALATION FORMULA

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

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[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED

ATTACHMENT “E1”

PERFORMANCE AND WEIGHT GUARANTEE

[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.