Amendment No. 3 to Purchase Agreement COM0041-16 between Embraer S.A. and Horizon Air Industries, Inc

This Amendment No.3 [COM0651-17] (the "Amendment No. 3") dated as of February 7, 2017 is between Embraer S.A. ("Embraer") and Horizon Air Industries, Inc. ("Buyer"), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0041-16 dated April 11, 2016 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. 2 and the Purchase Agreement, this Amendment No. 2 shall control.

WHEREAS, the Parties have agreed to modify certain items of the Aircraft specific configuration.

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

c.1. [***]

As a result of the changes referred to in Article 1 above, Article 3.1 of the Purchase Agreement is hereby deleted and replaced as follows:

[***]

As a result of the changes referred to in Article 2 above, Attachment A to the Purchase Agreement is hereby deleted and replaced in its entirety by Attachment A to this Amendment No. 2, which shall be deemed to be Attachment A for all purposes under the Purchase Agreement.

As a result of the changes referred to in Article 2 above, Attachment H to the Purchase Agreement is hereby deleted and replaced in its entirety by Attachment H to this Amendment No. 3, which shall be deemed to be Attachment H for all purposes under the Purchase Agreement.

All other provisions and conditions of the referenced Purchase Agreement, as well as its related Attachments and Letter Agreement, which are not specifically modified by this Amendment No. 3 shall remain in full force and effect without any change.

This Amendment No. 3 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. 3 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. 2 to be effective as of the date first written above.

EMBRAER S.A.    Horizon Air Industries, Inc.

    

By: _______________________        By: ________________________

Name:                        Name:

Title:                        Title:

By:________________________         

Name:                        

Title:                        

                

Place: ______________________     Place: _____________________