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DATE, TIME AND PLACE: On September 01st, 2015, at 16:00h, at the head office of
ENEVA S.A. in judicial recovery (the Company), located at Praia do Flamengo 66, 6th
floor, in the City and State of Rio de Janeiro.
2.
CALL AND ATTENDANCE: The meeting was called pursuant to the bylaws of the
Company and applicable law and attended, via conference call, by the members of the
Companys Board of Directors indicated at the final part of these minutes.
3.
CHAIR: After the presence of the members of the Companys Board of Directors was
verified, Mr. Fabio Hironaka Bicudo acted as Chairman and designated Mr. Mrcio de
Souza Delgado to carry out the duties of Secretary.
4.
Free Translation
Creditrios dos Contratos de Comercializao de Energia no Ambiente Regulado (CCEAR)
e do Contrato de Arrendamento); (v) to ratify the execution of the amendments to the
following guarantees already presented by Parnaba II as per the CCB CAIXA, CCB HSBC
and CCBs Itu (a) Fiduciary Pledge of Shares (Contrato de Alienao Fiduciria em
Garantia de Aes); and (b) Fiduciary Pledge and Conditional Assignment in Guarantee
of Supply Agreement (Instrumento Particular de Cesso Fiduciria e Cesso Condicional
em Garantia de Contratos de Fornecimento e Outras Avenas), as already approved on
the meeting of the Board of Directors held on December 19, 2013; (vi) to ratify the
guarantee (aval) presented by the Company to guarantee the Parnaiba II obligations on
the CCB Caixa and CCBs Ita, as already approved on the meeting of the Board of
Directors held on March 21, 2012; (vii) to authorize the management of the Company
to grant powers to and sign any other contract or instrument related to such financing
operations, including amendments, and take all necessary measures, as well as to
authorize the management of the Company to undertake all necessary obligations to
execution of the agreement, including the signing of documents and necessary
representations, negotiating and defining the respective terms and conditions.
5.
RESOLUTIONS: After the discussion of the Agenda, the members of the Board of
Directors resolved to unanimously approve:
(i) the issuance of CCB HSBC by Parnaiba II in favor of HSBC, for the purpose referred to
in the Agenda of this meeting minutes, as well as the execution of eventual future
amendments to complete or adjust the referred contract, as it may be necessary or
requested to implement or make it effective;
(ii) the execution, by the Company, of the Fiduciary Assignment of CDB Credits, in order
to constitute a fiduciary pledge of bank deposit certificate (certificado de depsito
bancrio - CDBs) in favor of HSBC, in the amount of R$33,411,625.40 (thirty three
million, four hundred and eleven thousand, six hundred twenty five Brazilian Reais and
forty cents) and the direct possession by HSBC of the respective bank deposit certificate,
as well as the execution of eventual future amendments to complete or adjust the
referred contract, as it may be necessary or requested to implement or make it effective;
(iii) the guarantee (aval) by the Company on the CCB HSBC, as well as the execution of
eventual future amendments to complete or adjust the referred contract, as it may be
necessary or requested to implement or make it effective;
(iv) the execution by Parnaba II, in favor of Caixa and of Ita, in order to guarantee the
fulfilment of Parnaba II obligations on the CCB CAIXA and CCBs Ita, of the following
(a) Machinery and Equipment Pledge Agreement (Contrato de Alienao Fiduciria de
Mquinas e Equipamentos da Parnaba II); and (b) Fiduciary Assignment of Credits from
the PPAs and from the Lease Agreement (Instrumento Particular de Cesso Fiduciria de
Free Translation
Direitos Creditrios dos Contratos de Comercializao de Energia no Ambiente Regulado
(CCEAR) e do Contrato de Arrendamento);
(v) to ratify the execution of the amendments to the following guarantees already
presented by Parnaba II as per the CCB CAIXA, CCB HSBC and CCBs Itu (a) Fiduciary
Pledge of Shares (Contrato de Alienao Fiduciria em Garantia de Aes); and
(b) Fiduciary Pledge and Conditional Assignment in Guarantee of Supply Agreement
(Instrumento Particular de Cesso Fiduciria e Cesso Condicional em Garantia de
Contratos de Fornecimento e Outras Avenas), as already approved on the meeting of
the Board of Directors held on December 19, 2013;
(vi) to ratify the guarantee (aval) presented by the Company to guarantee the Parnaiba
II obligations on the CCB Caixa and CCBs Ita, as already approved on the meeting of the
Board of Directors held on March 21, 2012;
(vii) to authorize the management of the Company to grant powers to and sign any other
contract or instrument related to such financing operations, including amendments, and
take all necessary measures, as well as to authorize the management of the Company
to undertake all necessary obligations to execution of the agreement, including the
signing of documents and necessary representations, negotiating and defining the
respective terms and conditions.
6.
CLOSING AND RECORDING: At 16:30h, as there was nothing else to be discussed, the
meeting was closed and these minutes were recorded, read and signed by all present.
7.