Dated as of June 15, 2015 INDENTURE between EMBRAER NETHERLANDS FINANCE B.V., as Company and EMBRAER S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent, Registrar and Transfer AgentIndenture • June 15th, 2015 • Embraer S.A. • Aircraft • New York
INDENTURE, dated as of June 15, 2015, (the “Indenture”) among EMBRAER NETHERLANDS FINANCE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (herein called the “Company”), having its principal office at Evert van de Beekstraat, 47, 1118CL, Schiphol, The Netherlands, EMBRAER S.A., a company (sociedade anônima) duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Brigadeiro Faria Lima, 2170, 12227-901 São José dos Campos, São Paulo State, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”).
EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A.. (As Successor in Interest) AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of April 4, 2006Deposit Agreement • April 10th, 2006 • Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of April 4, 2006 (the "Deposit Agreement") among EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A. and its successors (the "Company"), as successor in interest pursuant to the terms of the Protocol of Merger and Justification related to the restructuring of the Company, JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement.
INDENTUREIndenture • June 15th, 2015 • Embraer S.A. • Aircraft • New York
INDENTURE, dated as of June 15, 2015 (the “Indenture”), among EMBRAER S.A., a company (sociedade anônima) duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Company”), having its principal office at Avenida Brigadeiro Faria Lima, 2170, 12227-901 São José dos Campos, São Paulo State, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2014 • Embraer S.A. • Aircraft • New York
This REGISTRATION RIGHTS AGREEMENT dated as of September 16, 2013 (the “Agreement”) is entered into by and among Embraer Overseas Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Embraer S.A., a Brazilian corporation (the “Initial Guarantor”), and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers (the “Dealer Managers”) listed in Schedule 1 to the Dealer Manager Agreement referred to below.
First Supplemental IndentureFirst Supplemental Indenture • June 15th, 2015 • Embraer S.A. • Aircraft • New York
Now, Therefore, for and in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantor covenant and agree with the Trustee as follows:
ContractGlobal Security Note • June 13th, 2012 • Embraer S.A. • Aircraft
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY EMBRAER S.A. AND THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.
EMBRAER OVERSEAS LIMITED, as Company and EMBRAER – EMPRESA BRASILEIRA DE AERONÁUTICA S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of October 8, 2009Indenture • October 8th, 2009 • Embraer - Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
INDENTURE, dated as of October 8, 2009, (the “Indenture”) among EMBRAER OVERSEAS LIMITED, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Walkers SPV Limited, Walkers House, PO BOX 908GT Mary Street, George Town, Grand Cayman, Cayman Islands 2, EMBRAER – EMPRESA BRASILEIRA DE AERONÁUTICA S.A., a company (sociedade anônima) duly organized and existing under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Brigadeiro Faria Lima, 2170, 12227-901 São José dos Campos, São Paulo State, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”).
Second Supplemental IndentureSecond Supplemental Indenture • February 2nd, 2017 • Embraer S.A. • Aircraft • New York
Now, Therefore, for and in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantor covenant and agree with the Trustee as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2007 • Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
This REGISTRATION RIGHTS AGREEMENT dated as of October 25, 2006 (the “Agreement”) is entered into by and among Embraer Overseas Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), Embraer – Empresa Brasileira de Aeronáutica S.A., a Brazilian corporation (the “Guarantor”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Citigroup Global Markets Inc., as representatives of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement referred to below.
TERMS AGREEMENT EMBRAER S.A. Debt SecuritiesTerms Agreement • January 26th, 2017 • Embraer S.A. • Aircraft
Embraer Netherlands Finance B.V. (the “Issuer”) and Embraer S.A. (the “Company”) agree to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement – Basic Provisions attached hereto as Exhibit I (the “Agreement”), the following securities (the “Securities”) on the following terms:
EMBRAER OVERSEAS LIMITED Debt Securities Guaranteed by EMBRAER—EMPRESA BRASILEIRA DE AERONÁUTICA S.A. TERMS AGREEMENTTerms Agreement • October 8th, 2009 • Embraer - Empresa Brasileira De Aeronautica S.A. • Aircraft
issuer or the guarantor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank Securities Inc. toll free at 1-800-503-4611 and Morgan Stanley & Co. Incorporated at 1-866-718-1649.
Underwriting AgreementUnderwriting Agreement • June 9th, 2015 • Embraer S.A. • Aircraft • New York
Embraer Netherlands Finance B.V. (the “Issuer”), a private company incorporated with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities (the “Debt Securities”) specified in the Terms Agreement described below. The Debt Securities will be unconditionally and irrevocably guaranteed as to all amounts at any time becoming due and payable in respect of the Debt Securities (the “Guaranty”) by Embraer S.A. (the “Company”, and together with the Issuer, the “Obligors”), a company organized and existing under the laws of the Federative Republic of Brazil (“Brazil”). The Debt Securities and the Guaranty are herein referred to, from time to time, as the “Securities.” Unless otherwise specified in the Terms Agreement, the Securities will be issued under an Indenture (the “Indenture”) to be entered into by and among t
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 21st, 2014 • Embraer S.A. • Aircraft • New York
This Second Supplemental Indenture, dated as of September 16, 2013 (the “Second Supplemental Indenture”), among Embraer Overseas Limited, a Cayman Islands exempted company incorporated with limited liability (herein called the “Company”), having its principal office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, Embraer S.A. (formerly Embraer – Empresa Brasileira de Aeronáutica S.A.), a company organized under the laws of the Federative Republic of Brazil (herein called the “Guarantor”), having its principal office at Avenida Brigadeiro Faria Lima, 2170, 12227-901, São José dos Campos, São Paulo State, Brazil, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor 7E, New York, New York 10286.
EMBRAER S.A. Debt Securities Underwriting Agreement Basic ProvisionsUnderwriting Agreement • June 15th, 2012 • Embraer S.A. • Aircraft • New York
Embraer S.A., a company organized under the laws of the Federative Republic of Brazil (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities specified in the Terms Agreement described below. Unless otherwise specified in the Terms Agreement, such debt securities will be issued under an Indenture (the “Indenture”) to be entered into by and among the Company and The Bank of New York Mellon, as trustee, registrar, transfer agent and principal paying agent (the “Trustee”). Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and conversion and selling prices.
as Trustee, Registrar, Transfer Agent and Principal Paying Agent FIRST SUPPLEMENTAL INDENTURE US$540,518,000 Dated as of June 23, 2014First Supplemental Indenture • June 24th, 2014 • Embraer S.A. • Aircraft • New York
First Supplemental Indenture, dated as of June 23, 2014 (the “First Supplemental Indenture”), among EMBRAER OVERSEAS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), EMBRAER S.A., a company organized under the laws of the Federative Republic of Brazil (the “Guarantor”), having its principal office at Brigadeiro Faria Lima, 2170, F-56, São José dos Campos, São Paulo State 12227-901, Brazil, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the “Trustee”) to the INDENTURE, dated as of September 16, 2013, among the Company, the Guarantor and the Trustee (the “Indenture”).
EMBRAER OVERSEAS LIMITED Debt Securities Guaranteed by EMBRAER—EMPRESA BRASILEIRA DE AERONÁUTICA S.A. Underwriting Agreement Basic Provisions October 1, 2009Underwriting Agreement • October 8th, 2009 • Embraer - Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
EMBRAER S.A. Debt Securities TERMS AGREEMENTTerms Agreement • June 15th, 2012 • Embraer S.A. • Aircraft
or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc., at 1-800-831-9146, Itau BBA USA Securities, Inc., at 1-888-770-4828, or Morgan Stanley & Co. LLC, at 1-866-718-1649.
EMBRAER OVERSEAS LIMITED EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A. THE BANK OF NEW YORK, as Trustee, Registrar, Transfer Agent and Principal Paying Agent THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Luxembourg Paying Agent and Transfer AgentIndenture • March 28th, 2007 • Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
INDENTURE, dated as of October 25, 2006, among EMBRAER OVERSEAS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A., a corporation (sociedade por ações) organized under the laws of Brazil (the “Guarantor”), THE BANK OF NEW YORK, a New York banking corporation, as Trustee, Registrar, Transfer Agent and Principal Paying Agent, and THE BANK OF NEW YORK (LUXEMBOURG) S.A., a Luxembourg corporation, as Luxembourg Paying Agent and Transfer Agent.
ContractContribution Agreement • April 1st, 2019 • Embraer S.A. • Aircraft
Exhibit 4.2 CONTRIBUTION AGREEMENT dated as of January 24, 2019 by and among EB DEFENSE, LLC, BOEING EB DEFENSE, LLC, THE BOEING COMPANY, EMBRAER AIRCRAFT HOLDING, INC. and EMBRAER S.A. Exhibit 4.2 CONTRIBUTION AGREEMENT dated as of January 24, 2019 by and among EB DEFENSE, LLC, BOEING EB DEFENSE, LLC, THE BOEING COMPANY, EMBRAER AIRCRAFT HOLDING, INC. and EMBRAER S.A.
EMBRAER OVERSEAS LIMITED EMBRAER S.A. THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Transfer Agent and Principal Paying Agent INDENTURE Dated as of September 16, 2013 5.696% Guaranteed Notes due 2023Indenture • March 21st, 2014 • Embraer S.A. • Aircraft • New York
INDENTURE, dated as of September 16, 2013, among EMBRAER OVERSEAS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), EMBRAER S.A., a corporation (sociedade por ações) organized under the laws of Brazil (the “Guarantor”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee, Registrar, Transfer Agent and Principal Paying Agent.
TERMS AGREEMENT EMBRAER S.A. Debt SecuritiesTerms Agreement • June 9th, 2015 • Embraer S.A. • Aircraft
Embraer Netherlands Finance B.V. (the “Issuer”) and Embraer S.A. (the “Company”) agree to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement – Basic Provisions attached hereto as Exhibit I (the “Agreement”), the following securities (the “Securities”) on the following terms:
