0001193125-15-222906 Sample Contracts

Dated as of June 15, 2015 INDENTURE between EMBRAER NETHERLANDS FINANCE B.V., as Company and EMBRAER S.A., as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent, Registrar and Transfer Agent
Indenture • June 15th, 2015 • Embraer S.A. • Aircraft • New York

INDENTURE, dated as of June 15, 2015, (the “Indenture”) among EMBRAER NETHERLANDS FINANCE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (herein called the “Company”), having its principal office at Evert van de Beekstraat, 47, 1118CL, Schiphol, The Netherlands, EMBRAER 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”).

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INDENTURE
Indenture • June 15th, 2015 • Embraer S.A. • Aircraft • New York

INDENTURE, dated as of June 15, 2015 (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”).

First Supplemental Indenture
First Supplemental Indenture • June 15th, 2015 • Embraer S.A. • Aircraft • New York

Now, Therefore, for and in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantor covenant and agree with the Trustee as follows:

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