EMBRAER OVERSEAS LIMITED, as Company and EMBRAER—EMPRESA BRASILEIRA DE AERONÁUTICA S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 8, 2009First Supplemental Indenture • October 8th, 2009 • Embraer - Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 8, 2009, 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, KY1-9002, Cayman Islands, 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 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”) to the INDENTURE, dated as of October 8, 2009, among the Company, the Guarantor and the Trustee (the “Base Indenture”).
ContractGlobal Security Note • October 8th, 2009 • Embraer - Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
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 OVERSEAS LIMITED, EMBRAER—EMPRESA BRASILEIRA DE AERONÁUTICA 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”).
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.
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
