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EX-10 12 filename12.htm
Exhibit 10.7
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.
AGREEMENT FOR COMMERCIAL PURCHASE AND SALE AND OTHER COVENANTS, which is entered into
between:
PETROBRAS DISTRIBUIDORA S.A., with corporate taxpayer ID number [CNPJ] 34.274.233/000102, with itsoffice 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 267038818 – DETRAN/RJ and personal taxpayer ID number [CPF] 102.994.08515, and by its Consumer
Market Officer, Mr. Andurte de Barros Filho, bearer of ID card number 49570D CREARJ and personal taxpayer ID
number [CPF] 514.048.85749, from here onwards referred to as “BR,” and, on the other side,
AZUL LINHAS AÉREAS BRASILEIRAS S.A., with its head office at Alameda Surubiju 2010 and 2050, Block C,
Alphaville, Barueri, SP, with corporate taxpayer ID number [CNPJ/MF] 09.296.295/000160 represented here in
accordance with its corporate bylaws and from here onwards referred to as the BUYERPROMISOR, which will be
governed by the following terms and conditions:
SECTION 1 – PURPOSE
1.1. BR promises to sell to the BUYERPROMISOR and the latter, in turn, promises to buy from BR the quantities of
QAV1 aviation kerosene that represent the BUYERPROMISOR’s [*****] consumption, at all the locations listed in
Appendix I, on an [*****] and during a period of [*****]. In the event of fueling abroad, the consumption will be
stipulated according to a previous consultation between the parties.
1.1.1. The product described in the item above is intended for the BUYERPROMISOR’s own consumption, for the
performance of its activity at the locations provided for in Appendix I.
1.1.2. If BR comes to install new fueling stations at airports at which it does not currently supply QAV1 aviation
kerosene, and so long as the BUYERPROMISOR does not have regular operations and supply of aviation kerosene
contracted for at that airport, the BUYERPROMISOR is required to fulfill the [*****] clause in item 1.1 above,
independent of an addendum to this agreement.
1.1.3. BR undertakes to reduce the sales amounts of QAV1 established in Appendix I for the BUYERPROMISOR in the
event of (i) [*****] in a percentage equal to or greater than [*****] or (ii) at the end of the pipeline expansion work at the
[*****] airport and at the other airports shown in Appendix I.
SECTION 2 – PRICE AND PAYMENT CONDITIONS
2.1. The product that is the object of this agreement will be sold by BR to the BUYERPROMISOR and invoiced for at the
price charged by BR on the day and at the place of delivery.
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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CONFIDENTIAL TREATMENT REQUESTED
2.2. The price composition in Brazil will observe:
2.2.1. In the composition of the price of the QAV1, the producer establishment price will observe the ordinances issued
by the Ministry of Mines and Energy and the National Petroleum, Natural Gas and Biofuels Agency (Agência Nacional do
Petróleo, Gás Natrual e Biocombustíveis), or ANP, and all applicable legislation.
2.2.2. The following will be added to the producer price:
2.2.2.1. The portion called the “Fixed Differential,” the amount of which in R$/L (reais per liter) is specified in Appendix
I, which, initialed by the parties, is an integral part of this instrument, with an annual inflation adjustment at the rate of the
General Market Price Index (Índice Geral de Preços – Mercado), or IGPM, which is published by the Brazilian Institute
of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE.
2.2.2.2. The Variable Lease amount charged by INFRAERO, the State Company that manages Brazilian airports, or by the
company responsible for managing the infrastructure of the Airport in question, which, in the case of INFRAERO,
represents [*****] of the price established in section 2.2;
2.2.2.3. The Tax on the Circulation of Merchandise and Services (Imposto sobre Circulação de Mercadorias e Serviços),
or ICMS, rate owed according to the rates for each Brazilian State, and any legally required taxes, rates and fees;
2.2.2.4. The finance charge amount will be established at [*****] per month, calculated pro rata in relation to the payment
period given to the BUYERPROMISOR.
2.3. The special “fixed price” pricing will take into account the market conditions for the period during which it will be
applied to establish the price, in accordance with the process described in item 2.4 and its subitems. The BUYER
PROMISOR can freely choose the period for its application, with it being the case that it must be at least [*****] and at
most extend to the end of the effective term of this agreement. If the BUYERPROMISOR wishes to qualify for this
pricing option, it must request evaluation rounds from BR on any business day that precedes the last business day of the
month (n2).
2.4. For the BUYERPROMISOR to be able to evaluate the viability of choosing the special “fixed price” pricing
described in item 2.3, to be used at the [*****] airports, the following procedures must be observed during the evaluation
rounds:
2.4.1. When requesting a fixedprice offer, the BUYERPROMISOR must choose to receive the offer of the fixed price
that will be effective during the month (n) in United States dollars or reais per liter, with all the taxes included.
2.4.2. In the event United States dollars are chosen, the amount will be converted to reais per liter at the average United
States dollar selling price during the period between the nineteenth (19th ) and twentythird (23rd ) days of the month (n1),
as published by the Brazilian Central Bank;
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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CONFIDENTIAL TREATMENT REQUESTED
2.4.3. DDay: the BUYERPROMISOR requests the following parameters from BR in writing: monthly volume, the
period and the maximum price of interest, by Supply Point;
2.4.4. D+1 Day: By 12:00 PM Brazilian time of the business day after the day indicated in item 2.4.3, BR will state the
following parameters in writing: price and monthly volume that can be sold at the “fixed rate” during the requested period,
by Supply Point, and the BUYERPROMISOR will confirm its intention to contract by Supply Point at special prices by
12:20 PM Brasília time of the same day in writing.
2.4.5. D+2 Date: BR will confirm in writing the monthly volume actually accepted with special pricing by Supply Point
during the period requested by 12:00 PM Brasília time of the business day following the day stated in item 2.4.4;
2.4.6. In the event there is more than one round in which this pricing is effectively accepted by the BUYERPROMISOR,
the fixedprice in effect during the application period agreed to will be calculated at the weighted average of the prices and
monthly volumes closed in the nrounds, in accordance with the table below, rounded to four (4) decimal points:
[*****]
[*****]
2.5. The monthly volume the BUYERPROMISOR effectively accepts with special “fixed price” pricing must be taken
with priority and completely at each Supply Point. If this contracted volume is not taken for any reason, the BUYER
PROMISOR will be responsible for reimbursing BR for the storage cost for the product, which will be [*****] per month
on the contracted exrefinery price.
2.6. The product sold by BR will be measured at delivery and invoiced for payment on the following terms:
•
Product supplied from the [*****] day will be paid on the [*****]
•
Product supplied from the [*****] day will be paid on the [*****]
•
Product supplied from the [*****] day will be paid on the [*****]
2.7. It is understood that the payment period is established because of the current market conditions. The parties undertake
to reexamine the payment period by joint agreement if the current market conditions change.
2.8. The payment must be made through bank deposit or at BR’s head office in the city of Rio de Janeiro or, also, at
another location expressly indicated by it for this purpose;
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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CONFIDENTIAL TREATMENT REQUESTED
2.9. The payment period that is referred to in item 2.6 is conditioned on the BUYERPROMISOR’s credit limit being
established through the presentation of guarantees.
2.10. It is clarified between the contracting parties that any price or payment period conditions provided to the BUYER
PROMISOR by BR that are different from those established in this instrument will be understood as mere liberality and
can therefore be suspended or discontinued at any time at BR’s exclusive option, without any type of right being
established for the BUYERPROMISOR.
2.11. If there is a delay in the payment of invoices, the BUYERPROMISOR will pay BR the debt adjusted according to
the Interbank Certificate of Deposit (Certificado de Depósito Interbancário), or CDI rate, increased by late interest of
[*****] per month, pro rata, and a fine of [*****] on the adjusted debt amount, with the late charges being incident from
the maturity date of the respective instruments.
2.12. If there is a delay in the payment of the invoices, BR can require payment of the product price at the time of its
delivery, in cash, from the BUYERPROMISOR.
2.13. As a guarantee of fulfillment of this Agreement, the BUYERPROMISOR will present a Letter of Surety issued by a
firstline Bank contracted for by the BUYERPROMISOR in the amount of [*****]), valid for one year, with the
BUYERPROMISOR being responsible for revalidating it for an additional three years. If the Letter of Surety is not
renewed, the BUYERPROMISOR will be obligated to pay a preestablished finance charge of [*****] per month. With
the presentation of the Letter of Surety, the finance charge is that established in section 2.2.2.4.
SECTION 3 – AIRCRAFT DEFUELING
3.1. For the operations for defueling the BUYERPROMISOR’s aircraft, the Parties agree a fixed price per defueling
operation will be charged in the amount of [*****]), plus a variable amount per liter defueled and refueled, corresponding
to the amount of the fixed differential charged at the airport.
3.2. When it is requested by the BUYERPROMISOR and at the airports with availability for this type of operation, which
are listed in Appendix II to these agreements, BR can conduct the operation of defueling aircraft.
3.2.1. A request for defueling must be sent to the BR employee or BR reseller responsible for the airport where the service
will be performed. The request must be made in writing, through a document signed by an employee of the BUYER
PROMISOR or by an email in which he or she is identified. BR will provide and keep updated a list with contact
information for the managers at its bases, contained in appendix II.
3.2.2. The receipt of the defueling request must comply with the prior notice period stated by BR to perform the service, in
accordance with appendix II.
3.2.3. The product that is defueled must be returned to the BUYERPROMISOR by refueling in the same aircraft or
another aircraft of the BUYERPROMISOR, [*****].
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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In cases where there is a suspicion of contamination of the defueled product, the fuel must be submitted to analysis,
storage and, when appropriate, disposal. The costs in reference to the analysis, storage and disposal will be stated in
advance to the BUYERPROMISOR and responsibility for them will be analyzed by the parties on a casebycase basis.
3.2.4. The defueled product will remain stored for maximum periods and in maximum volumes determined for each
airport, as a function of each one’s operating capacity. These periods and volumes are specified in appendix II to this
agreement.
3.2.5. If the BUYERPROMISOR does not comply with any of the conditions defined above, BR reserves the right to not
effectuate the defueling operations, on written notice to the BUYERPROMISOR.
SECTION 4 – BR’S OBLIGATIONS
4.1. These are BR’s specific responsibilities:
4.1.1. To supply the QAV1 necessary to meet the entire monthly consumption contracted by the BUYERPROMISOR, at
the locations defined in Appendix I, at times compatible with the operation of its flights, listed on the Transportation
Times (Horários de Transporte), or HOTRAN, published by the National Civil Aviation Agency (Agência Nacional de
Aviação Civil) in Brazil and according to local rules abroad, as well as all the BUYERPROMISOR’s other unscheduled,
charter, affreightment, training and repositioning flights that require fuel supply;
4.1.2. To maintain prompt, quality service according to the standards agreed for operations of this type, making all
possible efforts and using all possible resources for good performance of the services contracted for here;
4.1.3. To zealously care for and protect the confidential information to which it has access, as well as the assets and goods
delivered by the BUYERPROMISOR for performance of the services contracted for here;
4.1.4. To have personnel and equipment appropriate for the performance of the services contracted for here;
4.1.5. To strictly fulfill the fueling of the BUYERPROMISOR’s aircraft on the days and times of its flights;
4.1.6. To give reasonable prior notice of any changes necessary for the fueling of the aircraft requested by the BUYER
PROMISOR;
4.1.7. BR is fully responsible for its employees and agents who are members of its work team, for all their acts and
actions, including for any physical damage caused to the BUYERPROMISOR’s aircraft and employees, as well as for
any employment claims which could be brought against the buyerpromisor;
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CONFIDENTIAL TREATMENT REQUESTED
4.1.8. To maintain the quality of the products supplied within the technical specifications, free of water or other
contaminants, being required to keep the reports from the periodic tests necessary to prove this quality available;
4.1.9. To comply with and see that its employees and agents comply with all the legal and regulatory requirements related
to its activity as an Oil Derivatives Distributor, especially the Resolutions, Ordinances and other rules issued by the
Brazilian Government regulatory agency;
4.1.10. BR will not be held liable for any lack of aviation kerosene at the locations and times alluded to in subitem 4.1.1
when this lack results from Government Acts and any other events of force majeure or an act of God, in which case BR
will make its best efforts to maintain the supply to the BUYERPROMISOR. In this case, the BUYERPROMISOR will
be able to acquire fuel from another supplier without this being considered a violation by the BUYERPROMISOR of the
[*****] supply established in this agreement;
4.1.11. To conduct the defueling operations requested by the BUYERPROMISOR, respecting the conditions established
in this agreement;
4.1.12. To keep the BUYERPROMISOR informed regarding the reasons for any delays that occur in the fueling
operations, defining the improvements necessary for monitoring and optimizing operational performance;
4.1.13. To standardize the exchange of information about airports using the IATA abbreviation in the delay reports, price
schedule and other reports as agreed between the parties;
4.1.14. To maintain all the insurance necessary for the performance of the services contracted for here, keeping all its
employees and vehicles insured, including full coverage for harm caused to the BUYERPROMISOR’s aircraft.
4.2. BR undertakes to reimburse, directly or through an insurance company, any additional cost the BUYERPROMISOR
comes to bear that is shown to have originated from any operational failures attributed to BR.
4.3. Taking into consideration that the BUYERPROMISOR’s services are governed by the National Civil Aviation
Agency and the BUYERPROMISOR must strictly maintain its departure times, BR must strictly observe and comply
with the fueling times for the BUYERPROMISOR’s flights, being solely and fully responsible for delays in the departure
times due to fueling failures.
4.3.1. BR undertakes to pay the BUYERPROMISOR the amount of [*****] per flight that is not fueled, so long as the
reasons for the lack of supply are shown to be attributable to BR and that the incident occurs at the locations where BR
maintains fueling facilities.
4.4. BR will be solely and fully liable for any harm caused by its employees or equipment to the BUYERPROMISOR’s
aircraft, if its fault is proven.
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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CONFIDENTIAL TREATMENT REQUESTED
SECTION 5 – BUYERPROMISOR’S OBLIGATIONS
5.1. These are the BUYERPROMISOR’s specific responsibilities, as well as the others implicitly or explicitly contained
in the various terms and conditions of this agreement:
5.1.1. To acquire all of its global consumption of QAV1 at the locations specified in Appendix I from BR [*****]
5.1.2. To consult BR regarding the possibility of service at locations where BR is not present at the airport, whether in
Brazil or abroad.
5.1.3. To make the payments of the amounts corresponding to the supply provided by BR, according to that stipulated in
section 2 of this instrument.
5.1.4. To not assign, subrogate, negotiate or, in any form or by any method, transfer this agreement or any rights or
obligations arising from it, under penalty of the sanctions provided for in the agreement.
5.1.5. To comply with and ensure compliance with all the Laws and Regulations, positions and rules in effect in relation to
the performance of its activities, accepting liability for the payment of any amounts spent by BR or any loss it comes to
suffer as a direct or indirect results of the breach of this obligation;
5.1.6. To maintain and preserve all the materials, elements and items that bear the BR brand in perfect condition,
operation, cleanliness and presentation while the fueling lasts, including preserving the environment.
5.1.7. Bearing in mind that BR products have adequate quality, ensuring the BUYERPROMISOR certainty of the quality
standards of the products supplied to it, the BUYERPROMISOR undertakes to verify the quality control of the products
received and the exact performance of this agreement, particularly in regard to the safety, health and environmental
conservation rules.
SECTION 6 – TERMINATION OF THE AGREEMENT
6.1. This agreement can be rescinded by operation of law at the option of the other party by simple notification or judicial
or extrajudicial formal notice, with the fine provided for in item 6.2 and in section 6 being applied to the party that causes
the rescission of the agreement, in any of the following cases:
6.1.1. If the party that failed to perform any of its obligations, after it was given notice to cure or cease such breach, has
not done so by the deadline stated in the mentioned notice;
6.1.2. Courtsupervised or extrajudicial liquidation of either of the parties;
6.1.3. Request for CourtSupervised Restructuring, request for, declaration of or ratification of bankruptcy;
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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CONFIDENTIAL TREATMENT REQUESTED
6.1.4. Failure by the BUYERPROMISOR to promptly pay an invoice for the purchase of a product from BR that
continues for [*****] days;
6.2. The rescission of this instrument, on the basis of items 6.1.1 or 6.1.4, will subject the party that causes the rescission
to the payment, to the other party, of a fine that must equal the result of the following multiplication: [*****]
[*****]
6.3. This agreement can be terminated by operation of law by the BUYERPROMISOR from [*****] and without it being
subject to any expenses, whether as indemnification, fine or of any other type, so long as it presents a formal proposal
from another company that supplies QAV1 (“Proposing Company”) to BR with a Fixed Differential less than that
charged at the time of the presentation of the proposal and BR declares in writing within fifteen (15) days after the receipt
of the mentioned proposal from the BUYERPROMISOR that it does not intend to at least meet the amounts proposed by
the Proposing Company.
6.3.1. If BR does not make a statement by the fifteen (15) day deadline, the BUYERPROMISOR will consider that BR
does not intend to offer amounts better than those proposed by the Proposing Company, with this agreement terminating in
the manner established in section 6.3 above, with relation to the location(s) where BR cannot meet the offered fixed
Differential. The Agreement will remain in effect and unchanged for the other airports.
6.3.2. For the location(s) where there is termination of the agreement (item 6.3), BR will be able to cease supply to the
BUYERPROMISOR seven days after the date of the notice from BR stating it will not meet the presented proposal.
6.3.3. If BR meets the Proposing Company’s offer, the BUYERPROMISOR can only present a new proposal of amounts
issued by the Proposing Company or by any other company that supplies QAV1 after a period of [*****] has run from
the presentation of the previous proposal by the BUYERPROMISOR to BR, regardless of locations. These rules prevail
in compliance with the periods mentioned above until the end of the effective term of this agreement.
SECTION 7 – ACT OF GOD AND FORCE MAJEURE
7.1. Neither of the parties can be held liable for failure to fulfill the obligations under this agreement if such failure is
caused by force majeure or an act of God, under article 393 of the Brazilian Civil Code.
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
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7.2. The applicability of this agreement will be suspended if there is an event of force majeure or an act of God that
impedes its fulfillment by either of the parties, with its performance continuing as soon as the cause that gave rise to the
suspension ends.
7.3. If the suspension mentioned in item 7.2 above occurs, the effective term of this agreement will be automatically
extended by the time necessary to compensate for the period during which performance of the agreement was suspended.
SECTION 8 – REGULATORY AGENCY
8.1. The BUYERPROMISOR undertakes to reimburse BR for any fines that the latter is subject to as a result of the
BUYERPROMISOR’s violation of orders and instructions from the National Petroleum, Natural Gas and Biofuels
Agency (Agência Nacional do Petróleo, Gás Natrual e Biocombustíveis), or ANP, and/or other agencies with jurisdiction
to regulate the sale and distribution of petroleum derivative and ethanol products and products from other sources of
energy in either Brazil or abroad.
8.2. The supply of the products indicated in item 1.1 is subordinated to the normal market supply conditions and subject to
changes that may be imposed in Brazil by the ANP and/or by other agencies with jurisdiction to regulate the supply of
petroleum derivatives, ethanol and other sources of energy in Brazil and abroad, including in regard to prices, delivery
deadlines and payment.
SECTION 9 – FUEL PANEL OPERATION
9.1. BR will also provide the services of operating the BUYERPROMISOR’s aircraft panel.
9.2. To perform the panel operation service, BR’s operator must first go through training provided by the BUYER
PROMISOR, which will be liable for all costs. The BUYERPROMISOR must also provide continuing retraining for the
teams BR subcontracts, as needed.
9.3. BR will make a team of operators available at the stipulated time, so long as the BUYERPROMISOR request the
service seven (7) business days in advance.
9.4. If there is some change in the aircraft or the equipment used by the BUYERPROMISOR that comes to interfere in
panel operation, BR must be advised ten (10) days in advance, with the BUYERPROMISOR being responsible for
providing the necessary operator retraining, always bearing the necessary costs.
9.4.1. If the BUYERPROMISOR does not inform BR regarding the changes made and this alters panel operation, or of
the inclusion of aircraft models different from those for which the employees have been trained in its fleet, the BUYER
PROMISOR will be exclusively liable for any improper procedures performed by BR’s workers and for the harm they
may cause.
9.4.2. Panel operation can be performed at all the airports were BR has aircraft supply facilities.
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9.5. Panel operation service is in compliance with the description provided for in “QAMF” Fueling Procedures,” as level 2
and 3, based on IATA Manual standard intoplane supply procedures. These Fueling Procedures (FP) are incorporated into
this agreement as Appendix III.
9.6. The BUYERPROMISOR can monitor BR’s or its subcontractors’ training and procedures at any time.
SECTION 10 – EMPLOYMENT LIABILITY
10.1. With the nature of this Agreement and of the services that make up its purpose being respected, the professionals
hired by BR to perform the services contracted for here will be subordinated to BR’s rules and orders and will have an
employment relationship with BR only, with no other employment relationship between these professionals and the
BUYERPROMISOR being established.
10.2. Any and all costs or expenses, whether of an employment nature or not, that involve the professionals hired by BR,
including, but not limited to, the payment of salary, overtime, additional payments, charges related to the National Social
Security Institute (Instituto Nacional do Seguro Social), or INSS, or to the Employee’s Time in Service Guarantee Fund
(Fundo de Garantia do Tempo de Serviço), or FGTS, expenses and attorneys fees related to employment lawsuits and
damages, will be BR’s sole and exclusive responsibility.
10.3. BR undertakes to hold the BUYERPROMISOR harmless from any and all employment liability that, under this
Agreement, is not the BUYERPROMISOR’s liability, including the civil and employment liabilities mentioned in this
Section 10 above, and undertakes to indemnify the BUYERPROMISOR for any and all losses the BUYERPROMISOR
may bear, suffer or incur as a result of the attribution of employment liabilities to the BUYERPROMISOR that, under this
Agreement, are attributable to BR.
SECTION 11 – SUCCESSION
11.1. The obligations assumed here extend to the successors and/or assigns of the contracting parties and to all the persons
who come to operate and/or be subrogated in the BUYERPROMISOR’s activity, for any reason, with any contracting
party being released from its obligations only through the other party’s written consent.
SECTION 12 – TOLERANCE
12.1. Any tolerance by one party in relation to any contractual violations of the other party will not result in a novation or
the waiver of the rights that are assured it by law and by this instrument.
SECTION 13 – TAXES
13.1. All the taxes (taxes, fees, contribution taxes or paratax charges and any emoluments) directly or indirectly resulting
from this agreement or from its performance will be the exclusive responsibility of the party required to pay the same, in
the manner defined by tax law, without that party having a right to any reimbursement from the other party for any reason
whatsoever.
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SECTION 14 – ENVIRONMENTAL LIABILITY
14.1. The parties accept liability for compliance with laws and regulations relating to environmental protection, including
for obtaining and keeping valid all the licenses, authorizations and studies required for the full performance of their
activities and also must take the appropriate measures and perform the appropriate procedures to prevent any damage,
danger or risk of harm to the environment that may be caused by the activities it conducts, even if through subcontractors
or delegated to third parties.
SECTION 15 – CONFIDENTIALITY
15.1. The parties agree that the conditions contained in this agreement cannot be supplied or revealed to third parties and
guarantee that only the employees who actually need them will have access to these conditions.
15.2. The parties undertake to keep the information referred to in item 14.1 above confidential for three (3) years from the
date this agreement terminates.
15.3. Information requested by any government body or agency, regulatory agency or as determined by law can be
provided. In any of these cases, however, the decision must be immediately communicated to the other party so that it may
oppose the request. Failure to communicate this will be a breach of contract.
SECTION 16 – DIRECT IMPORTATION BY THE BUYERPROMISOR
16.1. The parties agree that the BUYERPROMISOR can negotiate, buy and directly import the QAV1 aviation fuel it
needs for its regular operations from a supplier abroad, under the terms and conditions allowed by Brazilian law.
16.2. BR will be the distributor of the aviation kerosene acquired abroad by the BUYERPROMISOR in Brazil, with the
parties being required to opportunely negotiate in good faith regarding the amount of the same and the conditions of the
service.
16.3. BR can only be held liable for the intoplane operation of this product. The other operations that precede the arrival
of this product in BR’s tanks at the airports are the BUYERPROMISOR’s responsibility.
16.4. The product to be delivered to BR’s tanks must be in accordance with the quality rules established by the ANP and
BR may refuse to receive this product if it does not comply with the specifications in effect.
SECTION 17 – FINAL PROVISIONS
17.1. The BUYERPROMISOR and BR declare, for all legal purposes and effects, that the terms contained in this
instrument resulted from negotiations conducted between the parties.
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17.2. The parties undertake not to use, in any of the activities related to the performance of this instrument, child labor,
under article 7(XXXIII) of the Brazilian Constitution in effect, as well as to make efforts so that this measure is adopted in
the agreements signed with the suppliers of their inputs and/or service providers.
17.3. The parties undertake not to use labor in degrading work conditions in any of the activities related to the performance
of this instrument, under penalty of suspension of the agreement and the application of the defaults and rescission penalties
provided for in this agreement.
SECTION 18 – APPLICABLE LAW AND VENUE FOR THE AGREEMENT
18.1. This agreement will be governed by Brazilian law.
18.2. It is agreed that the venue for this agreement is the city of Rio de Janeiro, state of Rio de Janeiro, to the exclusion of
all others, and that, in the event of litigation, the party in breach will bear the judicial and extrajudicial expenses and costs,
as well as the attorneys’ fees calculated on the judgment amount.
And, having so agreed and contracted, they sign this instrument in two (2) identical copies, in the presence of two
(2) witnesses, so that it has its proper and legal effects.
Rio de Janeiro, February 1, 2012.
/s/ José Lima de Andrade Neto
José Lima de Andrade Neto
PETROBRAS DISTRIBUIDORA S/A
/s/ Andurte de Barros Filho
Andurte de Barros Filho
PETROBRAS DISTRIBUIDORA S/A
/s/ John Rodgerson
John Rodgerson
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
WITNESSES:
/s/ Francelino da Silva Paes
NAME: Francelino da Silva Paes
Taxpayer ID [CPF/MF]: 013.585.75703
/s/ Claudio Dissenha Portes
NAME: Claudio Dissenha Portes
Taxpayer ID [CPF/MF]: 301.878.00944
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CONFIDENTIAL TREATMENT REQUESTED
APPENDIX I – Fixed Differentials
Airport
Confins
Aracaju
Belem
Belo Horizonte
Brasilia
Boa Vista
Campo Grande
Caldas Novas
São J. dos Pinhais
Caxias do Sul
Várzea Grande
Manaus
Florianópolis
Fortaleza
Galeão
Goiânia
Guarulhos
Juiz de Fora
João Pessoa
Juazeiro do Norte
Campinas
Londrina
Marília
Maceió
Natal
Porto Alegre
Palmas
Petrolina
Porto Seguro
Recife
Santos Dumont
Ribeirão Preto
São J. dos Campos
São Luís
Congonhas
São J. do Rio Preto
Salvador
Comandatuba
Teresina
Uberlândia
Uberaba
Vitória
São Carlos
Bauru
Navegantes
Maringá
Goiânia (Zona da Mata)
ICAO
IATA
SBCF
SBAR
SBBE
SBBH
SBBR
SBBV
SBCG
SBCN
SBCT
SBCX
SBCY
SBEG
SBFL
SBFZ
SBGL
SBGO
SBGR
SBFJ
SBJP
SBJU
SBKP
SBLO
SBML
SBMO
SBNT
SBPA
SBPJ
SBPL
SBPS
SBRF
SBRJ
SBRP
SBSJ
SBSL
SBSP
SBSR
SBSV
SBTC
SBTE
SBUL
SBUR
SBVT
SDSC
SJTC
SBNF
SBMG
SDZY
CNF
AJU
BEL
PLU
BSB
BVB
CGR
CLV
CWB
CXJ
CGB
MAO
FLN
FOR
GIG
GYN
GRU
JDF
JPA
JDO
VCP
LDB
MII
MCZ
NAT
POA
PMW
PNZ
BPS
REC
SDU
RAO
SJK
SLZ
CGH
SJP
SSA
UMA
THE
UDI
UBA
VIX
QSC
JTC
NVT
MGF
IZA
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
13
APPENDIX II – Aircraft Defueling
AIRPORT
CONGONHAS
IATA MANAGER
JET A1 SUSPECTED OF
SPECIFIED JET A1
CONTAMINATION
MAXIMUM
MAXIMUM
ADVANCE
TELEPHONE VOLUME ADVANCE NOTICE VOLUME NOTICE
CGH Adriana 1150318204
Guimarães 1196222567
17 m³
17 m³ 10 hours
GUARULHOS
GRU Carlos
Rodrigues
18 m³
2.5 hours
Except from 7:30
to 11:00 and from
20:00 to 23:00
30 m³ 10 hours
SÃO JOSÉ
DOS
COMPOS [sic]
SJK Carlos
1937255788
Rodrigues 1997987331
18 m³
2.5 hours
51 m³ 10 hours
PORTO
ALEGRE
POA Luiz Tadeu 5133582089
Pacheco 5199739407
12 m³
4 hours
17 m³ 6 hours
BRASÍLIA
BSB Ernesto
Denti
6133653105
50 m³ <5 m³ =1 hour
>5m³p 2 hours
37 m³ 10 hours
CAMPINAS
VCP Rogerio
Leite
1937255788
1997987331
38 m³
2 hours
30 m³ 10 hours
CAMPO
GRANDE
CRG Beltrão
Lopes
Júnior
1937255787
10 m³
2 hours
30 m³ 10 hours
GALEÃO
GIG Alexandre 2133985333
Melo
120 m³ <5 m³ =1 hour
>5m³p 2 hours
120 m³ 6 hours
CONFINS
CNF Luis
Claudio
3136892120
3199774688
30 m³
1 hour
30 m³ 6 hours
RECIFE
REC Roberto
8134644630
18 m³
4 hours
35 m³ 10 hours
SALVADOR
SSA Tiago
Dezordi
7132041054
7199189704
33 m³
4 hours
30 m³ 10 hours
1164455915
1199193019
14
1.5 hours
CONFIDENTIAL TREATMENT REQUESTED
APPENDIX III – [*****]
[*****]
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
15
CONFIDENTIAL TREATMENT REQUESTED
FIRST ADDENDUM TO THE AGREEMENT FOR COMMERCIAL PURCHASE AND SALE AND OTHER
COVENANTS, which is entered into between:
PETROBRAS DISTRIBUIDORA S.A., with its head office at Rua General Canabarro 500, Ground Floor, 6th and 11th
floors (partial), 12th through 16th floors, in the city of Rio de Janeiro, with corporate taxpayer ID number [CNPJ]
34.274.233/000102, represented here in accordance with its corporate bylaws, by its Executive Manager for Aviation
Products, Mr. Francelino da Silva Paes, from here onwards referred to as “BR”; and
AZUL LINHAS AÉREAS BRASILEIRAS S.A., with its head office at Alameda Surubiju 2010 and 2050, Block C,
Alphaville, Barueri, SP, with corporate taxpayer ID number [CNPJ/MF] 09.296.295/000160 represented here in
accordance with its corporate bylaws and from here onwards referred to as the BUYERPROMISOR;
Whereas BR and the BUYERPROMISOR entered into an Agreement for Commercial Purchase and Sale and Other
Covenants for the supply, by the former, of QAV1 aviation kerosene;
Whereas the Parties intend to change the amount of the “Fixed Differential” and the aircraft defueling amount from the
mentioned agreement;
The Parties resolve to enter into this ADDENDUM, which is to be governed by the following terms:
I – The Parties agree to amend “Appendix I – Fixed Differentials” from the Agreement, with this instrument coming to be
effective.
II – The Parties agree to change the defueling amount provided for in item 3.1 of section 3, with the following wording
come to be effective:
3.1. For the BUYERPROMISOR aircraft defueling operations, the Parties agree that a fixed price will be charged
per defueling operation in the amount of [*****], plus a variable amount per liter defueled and refueled,
corresponding to the amount of the fixed differential charged at the airport.
III – The contracting parties expressly ratify all the terms and conditions of the agreement amended here that were not
expressly amended by this instrument.
And, having so agreed and contracted, the Parties sign this instrument in three (3) identical copies, in the presence of two
witnesses, who also sign it.
Rio de Janeiro, November 1, 2012.
PETROBRAS DISTRIBUIDORA S/A
PETROBRAS DISTRIBUIDORA S/A
Francelino da Silva Paes
Cláudio Dissenha Portes
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
16
/s/ Francelino da Silva Paes
AZUL LINHAS AÉREAS BRASILEIRAS S.A.
Renato Covelo
Agent
WITNESS:
WITNESS:
NAME: Rodrigo Mota Guimarães
ID [RG]: 105539778
Taxpayer ID [CPF/MF]: 053.009.14703
NAME:
ID [RG]:
Taxpayer ID [CPF/MF]:
17
CONFIDENTIAL TREATMENT REQUESTED
APPENDIX I – Fixed Differentials
LOCALE/AIRPORT
[*****] [*****]
BAURU
ARACAJU
ALTA FLORESTA
BELEM
BRASILIA
BOA VISTA
BARRA DO GARÇAS
CAMPO GRANDE
PARAUAPEBAS
CRICIUMA
CALDAS NOVAS
CAMPOS DOS GOYTACAZES
CORUMBA
SÃO JOSÉ DOS PINHAIS
CAXIAS DO SUL
VARZEA GRANDE
CRUZEIRO DO SUL
MANAUS
FLORIANÓPOLIS
FORTALEZA
RIO DE JANEIRO (GALEÃO)
GOIÂNIA (ZONA DA MATA)
GUARULHOS
ALTAMIRA
ITAITUBA
BAYEUX
JUAZEIRO DO NORTE
CAMPINAS
LONDRINA
MARABÁ
MACAÉ
MARÍLIA
RIO LARGO
PARNAMIRIM
PORTO ALEGRE
PALMAS
PETROLINA
PONTA PORÃ
PORTO SEGURO
PORTO VELHO
RIO BRANCO
RECIFE
RIO DE JANEIRO (SANTOS DUMONT)
RIBEIRÃO PRETO
SÃO JOSÉ DOS CAMPOS
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] [*****]
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
18
CONFIDENTIAL TREATMENT REQUESTED
SÃO LUÍS
SANTA MARIA
SANTARÉM
SÃO PAULO
SÃO JOSÉ DO RIO PRETO
SALVADOR
UNA
TERESINA
TEFÉ
TABATINGA
SÃO GABRIEL DA CACHOEIRA
VILHENA
VITÓRIA
CAMPINAS
SÃO CARLOS
BONITO
DOURADOS
GURUPI
JIPARANÁ
CÁCERES
SINOP
BELO HORIZONTE
LAGOA SANTA
JUIZ DE FORA
MONTES CLAROS
UBERLÂNDIA
UBERABA
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****]
[*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.
19