DEPOSIT AGREEMENT by and among AZUL S.A. CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 7, 2017Deposit Agreement • June 25th, 2018 • Azul Sa • Air transportation, scheduled • New York
DEPOSIT AGREEMENT, dated as of April 7, 2017, by and among (i) Azul S.A., a sociedade por ações organized under the laws of the Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Confidential Treatment • December 1st, 2014 • Azul Sa • Air transportation, scheduled • Rio de Janeiro
PETROBRAS DISTRIBUIDORA S.A., with corporate taxpayer ID number [CNPJ] 34.274.233/0001-02, with its-office in the city of Rio de Janeiro, state of Rio de Janeiro, at Rua General Canabarro 500, Ground Floor, 6th and 11th floors (partial), 12th through 16th floors, represented here by its President, Mr. José Lima de Andrade Neto, bearer of drivers license number 26703881-8 – DETRAN/RJ and personal taxpayer ID number [CPF] 102.994.085-15, and by its Consumer Market Officer, Mr. Andurte de Barros Filho, bearer of ID card number 49570D CREA-RJ and personal taxpayer ID number [CPF] 514.048.857-49, from here onwards referred to as “BR,” and, on the other side,
AZUL INVESTMENTS LLPAzul Sa • April 20th, 2023 • Air transportation, scheduled • New York
INDENTURE, dated as of June 15, 2021, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and UMB BANK, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent.
CLASS B SHAREHOLDERS AGREEMENT dated as of December 23, 2013 among THE SHAREHOLDERS NAMED HEREIN And AZUL S.A. As intervening and consenting partyClass B Shareholders Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled
This Class B Shareholders’ Agreement dated as December 23, 2013 (this “Agreement”) is by and among each of the Company’s Class A Shareholders, Class B Shareholders and Common Shareholders (each as defined below) identified on a signature page hereto, which together constitute all of the shareholders of the outstanding capital securities of the Company as of the date hereof (collectively the “Shareholders”) and Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), as a consenting and intervening party. Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Purchase Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled
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.
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among AZUL S.A. And THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled • New York
This Third Amended and Restated Registration Rights Agreement dated as of December 23, 2013 (this “Agreement”) is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), and each of the Company’s shareholders identified on a signature page hereto (collectively, the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
Memorandum of Understanding - LEAP-1A -Confidential Treatment • December 1st, 2014 • Azul Sa • Air transportation, scheduled
This Memorandum of Agreement (“MOU”) is made by and between CFM International Inc. (“CFM”) and AZUL Linhas Aéreas Brasileiras S.A. (“Airline”) on the 11 of June, 2014 (each a “Party” and collectively referred to herein as “Parties”) with reference to the following background.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Global Maintenance Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled • New York
AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d’intérêt économique established under articles L.251-1 to L251-23 of the French Commercial Code, whose registered office is at 1 allée Pierre Nadot, 31712 Blagnac, France identified under Corporate and Trade Register of Toulouse number 323 932 236,
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Stock Option Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Sale and Purchase Contract • December 1st, 2014 • Azul Sa • Air transportation, scheduled • New York
Buyer shall however be waived from any charge (either pursuant to B or D) above until [*****] after delivery of the last Firm Aircraft. For avoidance of doubt, any Option Aircraft or Additional Aircraft (as applicable) exercise pursuant to Appendices N (Option Aircraft) and O (Additional Aircraft) hereto will extend accordingly this [*****]
OnPointsm Solutions RATE PER ENGINE FLIGHT HOUR ENGINE SERVICES AGREEMENT BETWEEN GE Engine Services, Inc. and GE Celma Ltda. And Azul Linhas Aereas Brasileiras S.A. Agreement Number: 1-1373258434 Dated: September 25 2009 This proposed Agreement will...Engine Services Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled • New York
THIS ENGINE SERVICES AGREEMENT is made and is effective as of September 25, 2009 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju n° 2010, Alphaville Industrial, Barueri - SP, CEP 06455-040, Brazil 0 Brazil (“Customer”) and GE Engine Services, Inc., having its principal place of business at One Neumann Way, Cincinnati, Ohio 45215 and GE Celma Ltda. (“GE Celma”), having its principal place of business at Rua Alice Herve 356, Petropolis, 25669-900, Brazil (jointly referred to as “GE”) (either a “Party” or collectively, the “Parties”).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of November 20, 2012 among AZUL S.A. and THE SHAREHOLDERS NAMED HEREINShareholders Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled
This Third Amended and Restated Shareholders Agreement dated as of November 20, 2012 (this “Agreement”) is among Azul S.A., a Brazilian corporation (sociedade anônima) f/k/a Saleb II Participações S.A. (the “Company”), and each of the Company’s shareholders (the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY...Call Option Agreement • April 30th, 2021 • Azul Sa • Air transportation, scheduled • England
(1)AIRBUS S.A.S., a société par actions simplifiée, a company duly created and existing under French law, having its registered office at 2 rond-point Emile Dewoitine, 31700 Blagnac, France (the “Seller”); and
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Purchase Agreement • March 3rd, 2017 • Azul Sa • Air transportation, scheduled
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.
GLOBAL MAINTENANCE AGREEMENTGlobal Maintenance Agreement • March 3rd, 2017 • Azul Sa • Air transportation, scheduled • New York
SHAREHOLDERS’ AGREEMENT by and among, on one side, TRIP PARTICIPAÇÕES S.A., TRIP INVESTIMENTOS LTDA., and and RIO NOVO LOCAÇÕES LTDA. and, on the other side, DAVID GARY NEELEMAN and as intervening and consenting party, AZUL S.A. DATED November 20, 2012Shareholders’ Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
WHEREAS on May 25 2012, the TRIP’s Shareholders and Neeleman, among other parties, entered into an Investment Agreement (“Investment Agreement”) through which they have established the general process of incorporation of the totality of shares issued by TRIP Linhas Aéreas S.A. (“TRIP”) into the Company, with the subsequent subscription of new shares issued by the Company by the Shareholders of TRIP, with no extinction of TRIP, pursuant to terms of Article 252 of Federal Law No. 6,404 dated December 15, 1976 (as amended from time to time, “Corporations Law”) (“Merger of Shares”).
Form Of Shareholders’ AgreementShareholders’ Agreement • February 6th, 2017 • Azul Sa • Air transportation, scheduled
WHEREAS Calfinco and the Company entered into an Investment Agreement, dated as of June 26, 2015 (the “Calfinco Investment Agreement”), pursuant to which the Company agreed to issue and Calfinco agreed to subscribe for Class C Preferred Shares which were subsequently mandatorily converted into Class A Preferred Shares in connection with the IPO (as defined below) of the Company.
SALE AND PURCHASE CONTRACT DATED 14TH DECEMBER 2010 BETWEEN AVIONS DE TRANSPORT REGIONAL as Seller AND CANELA INVESTMENTS LLC as Buyer IN RESPECT OF TWENTY (20) FIRM ATR 72-600 AIRCRAFT PLUS TWENTY (20) OPTION ATR 72-600 AIRCRAFTSale and Purchase Contract • March 3rd, 2017 • Azul Sa • Air transportation, scheduled • New York
ContractBoca Purchase Agreement • July 18th, 2019 • Azul Sa • Air transportation, scheduled • England
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [*****].
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...General Terms Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled • New York
Interest will be computed at [*****] over the prime floating interest rate per annum as published in The Wall Street Journal for twelve month U.S. Dollar deposits, but in no event will the rate of interest be greater than the highest rate then permitted under applicable law.
Execution versionGeneral Terms Agreement • March 3rd, 2017 • Azul Sa • Air transportation, scheduled • New York
THIS GENERAL TERMS AGREEMENT NO. [GE-1-1190636254] (hereinafter referred to as this “Agreement”), dated as of the 25th day of September, 2008, by and between General Electric Company, a corporation organized under the law of the State of New York, U.S.A., (including it’s successors and assigns), acting through its GE-Aviation business unit located in Evendale, Ohio, U.S.A. (hereinafter referred to as “GE”), GE Engine Services Distribution, LLC, a Delaware limited liability company having its principal office at One Neumann Way MD 111, Cincinnati, Ohio 45215 (hereinafter referred to as “GE-LLC”) and Canela Investments LLC, a limited liability company organized under the law of Delaware (hereinafter referred to as “Airline”). GE, GE-LLC and Airline are also referred to in this Agreement as the “Parties” or individually as a “Party”.
AMENDMENT N°2 TO THE A320 NEO PURCHASE AGREEMENT DATED 24 OCTOBER 2014 BETWEEN AIRBUS S.A.S. AND AZUL FINANCE LLCBoca Purchase Agreement • April 30th, 2019 • Azul Sa • Air transportation, scheduled • England
PURCHASE AGREEMENT COM0384-14 Between EMBRAER S.A. And Azul Finance 2 LLCPurchase Agreement • March 3rd, 2017 • Azul Sa • Air transportation, scheduled
THIS AGREEMENT IS ENTERED INTO THIS TUESDAY OF 30 DECEMBER, 2014 BY AND BETWEEN EMBRAER S.A. AND AZUL FINANCE 2 LLC, FOR THE PURCHASE AND SALE OF CERTAIN EMBRAER AIRCRAFT (AS DEFINED BELOW).
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...General Terms Agreement • March 3rd, 2017 • Azul Sa • Air transportation, scheduled • New York
THIS GENERAL TERMS AGREEMENT NO. 1-4207092154 (hereinafter referred to as this “Agreement”), dated as of the 13th of January, 2016, by and between CFM International, Inc. (hereinafter referred to as “CFM”), a corporation organized under the law of the State of the Delaware, and jointly owned by the General Electric Company, a New York corporation (hereinafter referred to as “GE”) and SNECMA, a French company (hereinafter referred to as “SNECMA”) and Azul Linhas Aéreas Brasileiras S.A. a corporation organized under the law of São Paulo, Brazil (hereinafter referred to as “Customer”). CFM and Customer are also referred to in this Agreement as the “Parties” or individually as a “Party”.
AZUL INVESTMENTS LLP as Issuer AZUL S.A. AND AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and U.S. BANK NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of October 26, 2017 5.875% Senior Notes Due 2024Indenture • April 27th, 2018 • Azul Sa • Air transportation, scheduled • New York
INDENTURE, dated as of October 26, 2017, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee, Registrar, Transfer Agent and Paying Agent.
AZUL S.A. [ ] Preferred Shares, including Preferred Shares in the Form of American Depositary Shares Underwriting and Placement AgreementBrazilian Underwriting Agreement • September 14th, 2017 • Azul Sa • Air transportation, scheduled • New York
Each of the entities listed on Schedule 1 hereto (collectively, the “Selling Shareholders”), as shareholders of Azul S.A. (the “Company”), a sociedade por ações organized under the laws of the Federative Republic of Brazil (“Brazil”), propose to sell to the several underwriters named in Schedule 2 hereto (the “International Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Itau BBA USA Securities, Inc. are acting as representatives (collectively, the “Representatives”), an aggregate of [ ] American Depositary Shares (the “Firm ADSs”), each representing three preferred shares, no par value, of the Company (the “International Firm Shares”).
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Investment Agreement • December 1st, 2014 • Azul Sa • Air transportation, scheduled
WHEREAS, on May 25, 2012, the Parties and the Intervening and Consenting Parties executed the Investment Agreement (“Agreement”), in order to determine, subject to the terms and conditions set forth in the Agreement, the merger of all TRIP’s Shares into AZUL Holding (as provided for in the Agreement), and subsequently delivering newly issued shares of AZUL Holding to TRIP’s Shareholders, without causing the winding up of TRIP, pursuant to the provisions of article 252 of Law No. 6,404, dated December 15, 1976,
ContractFHS Agreement • September 13th, 2017 • Azul Sa • Air transportation, scheduled
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with the Securities and Exchange Commission.
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Investment Agreement • October 30th, 2014 • Azul Sa • Air transportation, scheduled
WHEREAS, on May 25, 2012, the Parties and the Intervening and Consenting Parties executed the Investment Agreement (“Agreement”), in order to determine, subject to the terms and conditions set forth in the Agreement, the merger of all TRIP’s Shares into AZUL Holding (as provided for in the Agreement), and subsequently delivering newly issued shares of AZUL Holding to TRIP’s Shareholders, without causing the winding up of TRIP, pursuant to the provisions of article 252 of Law No. 6,404, dated December 15, 1976,
AMENDMENT No. 5 TO PURCHASE AGREEMENT COM0384-14Purchase Agreement • April 30th, 2019 • Azul Sa • Air transportation, scheduled
This Amendment No.5 (the “Amendment No.5”) dated as of _________ ___, 2018 is between Embraer S.A. (“Embraer”) and Azul Finance 2 LLC (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0384-14 dated December 30, 2014, as amended from time to time (the “Purchase Agreement”).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of August 3, 2016 among AZUL S.A. And THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • February 6th, 2017 • Azul Sa • Air transportation, scheduled • New York
This Fifth Amended and Restated Registration Rights Agreement dated as of August 3, 2016 (this “Agreement”), is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), and each of the Company’s shareholders identified on a signature page hereto (collectively, the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
AMENDMENT #1The Airbus FHS Agreement • April 27th, 2018 • Azul Sa • Air transportation, scheduled
This amendment N°1 (the “Amendment N°1”) is made on [*****] (“Effective Date”) between AIRBUS S.A.S., a Société par Actions Simplifiée incorporated under the laws of France with a share capital of EUR 2,704,375.00, registered under the number 383 474 814 RCS Toulouse, and with its head office at 1, rond point Maurice Bellonte 31700 BLAGNAC, France (hereafter “AIRBUS”) and Azul Linhas Aéreas Brasileiras S.A., a company organized under the laws of Brazil, with its head office at Avenida Marcos Penteado de Ulhôa Rodrigues, nº 939 Edificio Castelo Branco Office Park, Torre Jatobá Tamboré, Alphaville Industrial Barueri, SP 06460-040 Brazil (hereafter “the Customer”), collectively referred to as the “Parties” or individually as the “Party”.
RATE PER ENGINE FLIGHT HOUR ENGINE SERVICES AGREEMENT BETWEEN GE Engine Services, Inc. and GE Celma Ltda. And Azul Linhas Aereas Brasileiras S.A. Agreement Number: 1-1373258434 Dated: September 25, 2009 This proposed Agreement will remain open until...Services Agreement • March 3rd, 2017 • Azul Sa • Air transportation, scheduled • New York
THIS ENGINE SERVICES AGREEMENT is made and is effective as of September 25, 2009 (the “Effective Date”) by and between Azul Linhas Aereas Brasileiras S.A., having its principal place of business at Alameda Surubiju n° 2010, Alphaville Industrial, Barueri – SP, CEP 06455-040, Brazil 0 Brazil (“Customer”) and GE Engine Services, Inc., having its principal place of business at One Neumann Way, Cincinnati, Ohio 45215 and GE Celma Ltda. (“GE Celma”), having its principal place of business at Rua Alice Herve 356, Petropolis, 25669-900, Brazil (jointly referred to as “GE”) (either a “Party” or collectively, the “Parties”).
AMENDMENT No. 5 TO PURCHASE AGREEMENT COM0384-14Purchase Agreement • April 30th, 2021 • Azul Sa • Air transportation, scheduled
This Amendment No.5 (the "Amendment No.5") dated as of December 14th, 2018 is between Embraer S.A. ("Embraer") and Azul Finance 2 LLC ("Buyer’ ), collectively referred to herein as the “Parties", and constitutes an amendment and modification to Purchase Agreement COM0384-14 dated December 30, 2014, as amended from time to time (the "Purchase Agreement").
CONFIDENTIAL TREATMENT REQUESTED—REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [*****]. A complete version of this Exhibit has been filed separately with...Confidential Treatment • September 13th, 2017 • Azul Sa • Air transportation, scheduled
This Amendment No.4 (the “Amendment No.4”) dated as of December 22, 2016 is between Embraer S.A. (“Embraer”) and Azul Finance 2 LLC (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0384-14 dated December 30, 2014, as amended from time to time (the “Purchase Agreement”).
