Minutes of the Meeting of the Board Directors

ENEVA S.A. – IN JUDICIAL RECOVERY
CNPJ/MF n° 04.423.567/0001-21
NIRE 33.3.0028402-8
Public Held Corporation
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON JUNE 23th, 2016
1. DATE, TIME AND VENUE:
On June 23th, 2016, at 09:00h., at the head office located at Praia
th
do Flamengo 66, 6 floor, in the City and State of Rio de Janeiro.
2. CALL AND ATTENDANCE: The meeting was called pursuant to the bylaws of ENEVA S.A. – in
judicial recovery (the “Company”), and applicable law and with the presence of all Board of
Directors members indicated at the end of the minutes.
3. CHAIR: After the presence of the members of the Company’s Board of Directors was verified,
Mr. Fábio de Barros Pinheiro acted as Chairman and designated Mr. Rodrigo Beraldo to carry out
the duties of Secretary
4. AGENDA: Decide on: (i) the execution of amendment to the Credit Certificate No.º 045408967-17, issued by Parnaíba II Geração de Energia S.A. ("Parnaíba II") on September 2nd, 2015,
and guaranteed by the Company, in favor of HSBC Brasil Bank S.A. – Banco Múltiplo ("HSBC")
("CCB HSBC) (ii) the issuance of a Credit Certificate, by Parnaíba II, in favor of HSBC of
approximately R$ 9,880,844.55 (nine millions eighty hundred and eighty thousand, eight hundred
and forty-four reais and fifty-five cents) ("CCB HSBC Interest" and together with CCB HSBC "CCBs
HSBC"); (iii) the authorization for the Company to give surety by the Company to guarantee the
obligations under CCB HSBC Interest; (iv) the execution of amendment to the Credit Certificate
No.º 19.4497.767.0000001-45, issued by Parnaíba II on September 2nd, 2015 and guaranteed by
the Company, in favor of Caixa Econômica Federal ("CAIXA"), as amended ("CCB CAIXA" and
together with CCBs HSBC, "CCBs"); (v) the authorization for Parnaíba II to grant fiduciary
assignment of CDBs, entered into on September 2nd, 2015, between the Company and the HSBC
("Fiduciary Assignment of CDBs"), in order to (a) substitute the Company for Parnaíba II, as
grantor of the Fiduciary Assignment of CDBs; and (b) reconstitute the Fiduciary Assignment of
CDBs, by Parnaíba II, to guarantee the obligations of Parnaíba II under CCBs HSBC; (vi) the
execution of amendments to the following agreements: (a) “Segundo Aditamento ao Contrato de
Alienação Fiduciária de Máquinas e Equipamentos", to be entered into among Parnaíba II, Itaú
Unibanco S.A. ("Itaú"), CAIXA, and the Company, as intervening party; (b) Segundo Aditamento ao
Instrumento Particular de Cessão Fiduciária de Direitos Creditórios dos Contratos de
Comercialização de Energia no Ambiente Regulado (CCEAR), e do Contrato de Arrendamento", to
be entered into among Parnaíba II, Itaú, CAIXA, and the Company as intervening party; (c) Sétimo
Aditamento ao Contrato de Alienação Fiduciária em Garantia de Ações", to be entered into
among the Company, HSBC, CAIXA, Itaú, and Parnaíba II as intervening party; and (d) "Sétimo
Aditamento ao Instrumento Particular de Cessão Fiduciária e Cessão Condicional em Garantia de
Contratos de Fornecimento e Outras Avenças" to be entered into among Parnaíba II, Itaú, HSBC,
CAIXA, and the Company as intervening party (“Existing Guarantees”); and (vii) the authorization
to the Company´s Board of Officers negotiate and establish the terms and conditions to the
assumption by the Company and by Parnaíba II of any further obligations related to the CCBs and
to the Fiduciary Assignment of CDBs and the Existing Guarantees, as well as to execute all and any
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other further contracts, amendments and necessary documents or documents related to the
execution of the amendments of the CCB HSBC, CCB CAIXA and Existing Guarantees; and the CCB
HSBC Interest, as well as documents related to the grant of the Fiduciary Assignment of CDBs by
Parnaíba II.
5. RESOLUTIONS: After discussing the Agenda, the members of the Board of Directors
unanimously and with no restrictions, passed the resolutions:
(i)
approve the execution of the amendment to the CCB HSBC by Parnaíba II to,
among other modifications, (a) fully pay the value due by Parnaíba II as remuneration
due under CCB HSBC until the date of the amendment of the CCB HSBC, considering that
part of the payment will be made through the settlement of the CDB n.º 155743689
acquired by the Company and fiduciary assigned under the Fiduciary Assignment of
CDB´s, and the other part through the issuance of the CCB HSBC Interest; and (b)
postpone the payment of the obligations of the CCB HSBC to January 15th, 2017;
(ii)
approve the issuance of the CCB HSBC Interest by Parnaíba II in favor of HSBC, of
approximately R$9,880,844.55 (nine millions eighty hundred and eighty thousand, eight
hundred and forty-four reais and fifty-five cents;
(iii)
authorize the Company to give surety before HSBC, principal debtor and jointly
and severally liable with Parnaíba II for the fulfillment of all the obligations assumed by
Parnaíba II under CCB HSBC Interest;
(iv)
approve the execution of the amendment to the CCB CAIXA by Parnaíba II to,
among other modifications, postpone the payment of the obligations of the CCB CAIXA to
January 15th, 2017;
(v)
approve the execution by the Company and by Parnaíba II, of all amendments to
the Fiduciary Assignment of CDBs, in order to Parnaíba II: (a) substitutes the Company as
grantor of the Fiduciary Assignment of CDBs; and (b) reconstitutes the Fiduciary
Assignment of CDBs in favor of HSBC according to the deadlines established in the CCBs
HSBC, in order to guarantee the obligations of Parnaíba II under CCBs HSBC;
(vi)
approve the execution by the Company and by Parnaíba II, of amendments to the
Existing Guarantees;
(vii)
authorize the Board of Officers of the Company and the Board of Officers of
Parnaíba II to negotiate and establish the terms and conditions of the (a) amendments to
the CCB HSBC, CCB CAIXA, and to the Existing Guarantees; (b) CCB HSBC Interest; and (c)
amendments to the Fiduciary Assignments of CDBs, as well as to authorize, since now,
the Company and Parnaíba II to execute any document, as well as other amendments to
CCBs, the Existing Guarantees and to the Fiduciary Assignment of CDBs, being able to
execute all and any further necessary or convenient documents for this purpose.
6. CLOSING: At 09:30h, as there was nothing else to be discussed, the meeting was closed and
these minutes were recorded, read and signed by all present.
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7. DIRECTORS ATTENDANCE: Fábio de Barros Pinheiro, José Aurélio Drummond Jr., David
Zylbersztain, Marcos Grodetzky and Frank Possmeier.
- This is a true and correct copy of the Original recorded in the relevant corporate –
Rio de Janeiro, June 23rd, 2016.
_________________________
Rodrigo Beraldo
Secretary
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