Amendment No. 13 to Purchase Agreement COM0270-15 between Embraer S.A., Yaborã Indústria Aeronáutica S.A., and Aircastle Holding Corporation Limited

Summary

This document is the thirteenth amendment to a purchase agreement originally dated June 12, 2015, between Embraer S.A. and Yaborã Indústria Aeronáutica S.A. (collectively, the Seller) and Aircastle Holding Corporation Limited (the Buyer). The amendment modifies certain terms of the original agreement, while confirming that all other provisions remain unchanged and in effect. The amendment is effective as of September 2, 2021, and is executed by authorized representatives of all parties. Specific details of the modifications are confidential and not disclosed in this document.

EX-10.33 2 ayrq4202110-kex1033.htm AMENDMENT NO. 13 TO PURCHASE AGREEMENT COM0270-15 Document

Exhibit 10.33

Executed Version

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0270-15

This Amendment No. 13 COM0239-21, dated as of September 02, 2021 (“Amendment No. 13”), is between Embraer S.A. ("Embraer") a corporation existing under the laws of Brazil, with its principal place of business at Avenida Brigadeiro Faria Lima, 2170, prédio F-100, Putim, in the city of São José dos Campos, State of São Paulo, Brazil, YABORÃ INDÚSTRIA AERONÁUTICA S.A. ("Embraer Commercial"), a corporation existing under the laws of Brazil, with its principal place of business at Avenida Brigadeiro Faria Lima, 2170, in the City of São José dos Campos, State of São Paulo, Brazil (the assignee of Embraer S.A.) and Aircastle Holding Corporation Limited (“Buyer”) collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0270-15 dated June 12th, 2015 as amended from time to time (the "Purchase Agreement").

Embraer and Embraer Commercial are referred collectively as “Seller”.

All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 13 and the Purchase Agreement, this Amendment No. 13 shall control.

WHEREAS, [***].

TO THE EXTENT [***].

WHEREAS, [***].

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the Parties, Seller and Buyer hereby agree as follows:

1. [***].

2. [***].

3. [***].

4. REINSTATEMENT OF PURCHASE AGREEMENT

All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments, which are not specifically modified by this Amendment No. 13 shall remain in full force and effect without any change.

5. COUNTERPARTS

This Amendment No. 13 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

Exhibit 10.33

Executed Version

same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment No. 13 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

[INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS]

Exhibit 10.33

Executed Version

IN WITNESS WHEREOF, Seller and Buyer, by their duly authorized officers, have entered into and executed this Amendment No. 13 to be effective as of the date first written above.


EMBRAER S.A.			AIRCASTLE HOLDING CORPORATION LIMITED
By /s/ Marcelo Santiago Name: Marcelo Santiago Title: Vice President Contracts & Asset Management			By /s/ Stephen Quinn Name: Stephen Quinn Title: Director
By /s/ Marc Thomas Alhgrimm Name: Marc Thomas Alhgrimm Title: Director, Contracts Administration
Place: São José dos Campos, SP Brazil			Place: USA

YABORÃ INDÚSTRIA

AERONÁUTICA S.A.

By: /s/ Marcelo Santiago

Name: Marcelo Santiago

Title: Vice President Contracts &

Asset Management

By: /s/ Marc Thomas Alhgrimm

Name: Marc Thomas Alhgrimm

Title: Director, Contracts Administration

Place: São José dos Campos, SP, Brazil