REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2007 • Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
This REGISTRATION RIGHTS AGREEMENT dated as of October 25, 2006 (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 – Empresa Brasileira de Aeronáutica S.A., a Brazilian corporation (the “Guarantor”), and J.P. Morgan Securities Inc. (“JPMorgan”) and Citigroup Global Markets Inc., as representatives of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement referred to below.
EMBRAER OVERSEAS LIMITED EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A. THE BANK OF NEW YORK, as Trustee, Registrar, Transfer Agent and Principal Paying Agent THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Luxembourg Paying Agent and Transfer AgentIndenture • March 28th, 2007 • Empresa Brasileira De Aeronautica S.A. • Aircraft • New York
INDENTURE, dated as of October 25, 2006, among EMBRAER OVERSEAS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), EMBRAER-EMPRESA BRASILEIRA DE AERONÁUTICA S.A., a corporation (sociedade por ações) organized under the laws of Brazil (the “Guarantor”), THE BANK OF NEW YORK, a New York banking corporation, as Trustee, Registrar, Transfer Agent and Principal Paying Agent, and THE BANK OF NEW YORK (LUXEMBOURG) S.A., a Luxembourg corporation, as Luxembourg Paying Agent and Transfer Agent.
