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 , 2009Indenture • September 24th, 2009 • Embraer - Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
INDENTURE, dated as of October , 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”).
