EMBRAER S.A., as Company and THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent, Registrar and Transfer Agent INDENTURE Dated as of June 15, 2012Indenture • June 15th, 2012 • Embraer S.A. • Aircraft • New York
INDENTURE, dated as of June 15, 2012 (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”).
EMBRAER S.A., as Company and THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent, Registrar and Transfer Agent FIRST SUPPLEMENTAL INDENTURE US$ 500,000,000 Dated as of June 15, 2012First Supplemental Indenture • June 15th, 2012 • Embraer S.A. • Aircraft • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 15, 2012 (this “First Supplemental Indenture”), among EMBRAER S.A., a company organized under the laws of the Federative Republic of Brazil (herein called the “Company”), 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 June 15, 2012, among the Company and the Trustee (the “Base Indenture”).
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.
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.
