Amended and Restated Deposit Agreement Dated as of [DATE] , 2006Deposit Agreement • March 13th, 2006 • Rio Han Holding • Aircraft • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2006 (the “Deposit Agreement”) among EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A. and its successors (the “Company”), as successor in interest pursuant to the terms of the Protocol of Merger and Justification related to the restructuring of the Company, JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
