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.
