Underwriting AgreementUnderwriting Agreement • June 9th, 2015 • Embraer S.A. • Aircraft • New York
Embraer Netherlands Finance B.V. (the “Issuer”), a private company incorporated with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, proposes, subject to the terms and conditions stated herein, to issue and sell from time to time certain of its debt securities (the “Debt Securities”) specified in the Terms Agreement described below. The Debt Securities will be unconditionally and irrevocably guaranteed as to all amounts at any time becoming due and payable in respect of the Debt Securities (the “Guaranty”) by Embraer S.A. (the “Company”, and together with the Issuer, the “Obligors”), a company organized and existing under the laws of the Federative Republic of Brazil (“Brazil”). The Debt Securities and the Guaranty are herein referred to, from time to time, as the “Securities.” Unless otherwise specified in the Terms Agreement, the Securities will be issued under an Indenture (the “Indenture”) to be entered into by and among t
TERMS AGREEMENT EMBRAER S.A. Debt SecuritiesTerms Agreement • June 9th, 2015 • Embraer S.A. • Aircraft
Embraer Netherlands Finance B.V. (the “Issuer”) and Embraer S.A. (the “Company”) agree to sell to the several Underwriters named in Schedule I hereto for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement – Basic Provisions attached hereto as Exhibit I (the “Agreement”), the following securities (the “Securities”) on the following terms:
