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.
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 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.
