Amendment No. 5 to Purchase Agreement COM0270-15, dated as of April 19, 2018, by and between Aircastle Holding Corporation and Embrarer S.A

This Amendment No. 5 COM0206-18 (the “Amendment No. 5”), dated as of April 19, 2018 (“Amendment No. 5”) is between Embraer S.A. (“Embraer”) 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”).

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. 5 and the Purchase Agreement, this Amendment No. 5 shall control.

WHEREAS, [***];

WHEREAS, [***];

WHEREAS, [***].

NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

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. 5 shall remain in full force and effect without any change.

This Amendment No. 5 may be signed by the parties hereto in any number of separate counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument and all of which when taken together shall constitute one and the same instrument.

This Amendment No. 5 may be signed by facsimile with originals duly signed to follow by an internationally recognized courier.

IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 5 to be effective as of the date first written above.

By:     /s/ John Slattery__________                By:     /s/ Stephen Quinn_________________

Name:    John Slattery                        Name:     Stephen Quinn

Title:     President & CEO                 Title:     Director

    Commercial Aviation        

By:    /s/ Simon Newitt__________         

Name:     Simon Newitt                    

Title:     Vice President Contracts

    Commercial Aviation                     

                

Place:     São José dos Campos - SP                 Place:     Stamford, CT

    Brazil