Minutes of the Board of Directors` Meeting 18/2011 1
Transcrição
Minutes of the Board of Directors` Meeting 18/2011 1
LUPATECH S.A. National Directory of Legal Entities [CNPJ/MF] Number 89.463.822/0001-12 Corporate Registry [NIRE] Number 43.3.0002853-4 Public Company of Authorized Capital – New Market Minutes of the Board of Directors’ Meeting 18/2011 1. DATE, TIME AND PLACE: Held on September 8th, 2011, at 6:00 p.m., at the registered office of the Company, in the City of Caxias do Sul, State of Rio Grande do Sul, at Rua Dalton Lahn dos Reis, no. 201, Distrito Industrial. 2. NOTICE OF CALL AND ATTENDANCE: The members of the Board of Directors were duly notified, according to the provisions set forth in the Article 22 of the Company’s Bylaws. All members of the Board of Directors attended and, considering that the provisions set forth in the Article 22, Paragraph 3 of the Company's Bylaws were met, the meeting was opened. 3. BOARD: Chairman: Nestor Perini; Secretary: Jean Matana Moreira. 4. AGENDA AND DECISIONS: After analysis of the documents relevant to the matter under discussion, according to the provisions set forth in the Article 142 of the Corporation Law and the Company’s Bylaws, the Board of Directors unanimously decided without any restrictions: (b) to approve the terms and conditions of the 1st Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0348.1 and the 1st Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0350.1, according to Decision of BNDES Executive Board number 664/2011, to be executed by the Company; and the encumbrance, by means of 2nd, 3rd, 4th and 5th degree mortgages as guarantee for the Financing Contracts through the Opening of Line of Credit numbers 09.2.0350.1, 09.2.0349.1, 09.2.0352.1 and 09.2.0351.1, of: (i) real estate registered under number 20.633 with the Registry of Titles to Realty of the Circuit Court of Americana, State of São Paulo, which belongs to its unit MNA – Nova Odessa; and (ii) real estate registered under number 65.246 with the Registry of Titles to Realty of the Circuit Court of Jacareí, State of São Paulo, which belongs to its unit Metalúrgica Ipê. In addition to the land, the mortgages hereby approved shall include all buildings, facilities, machines, pieces of equipment and any other accessions incorporated to the real estate, with exception of the machines and pieces of equipment encumbered on behalf of FINAME and BNDES and the assets object of fiduciary property, according to description set forth in the Financing Contract through the Opening of Line of Credit number 09.2.0348.1; (b) to approve the terms and conditions of the 2nd Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0349.1, the 1st Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0352.1 and the 1st Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0351.1, according to the Decision of BNDES Executive Board number 664/2011, to be executed by Lupatech – Equipamentos e Serviços para Petróleo Ltda., Stellinject - Injeção de Aços Ltda. and Mipel Indústria e Comércio de Válvulas Ltda., correspondingly, and by the Company, as Intervening Guarantor of the obligations taken on by its controlled companies; and (c) to approve the terms and conditions of the 2nd Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0348.1, the 2nd Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0350.1; the 3rd Amendment to the Financing Lupatech S/A R. Dalton Lahm dos Reis, 201 - Distrito Industrial Caxias do Sul - RS - CEP 95112-090 Fone 55 54 2992.7000 - Fax 55 54 2992.7601 www.lupatech.com.br Contract through the Opening of Line of Credit number 09.2.0349.1, the 2nd Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0352.1, and the 2nd Amendment to the Financing Contract through the Opening of Line of Credit number 09.2.0351.1, according to Decision of BNDES Executive Board number 664/2011, to be executed by the Company, Lupatech – Equipamentos e Serviços para Petróleo Ltda., Stellinject - Injeção de Aços Ltda. and Mipel Indústria e Comércio de Válvulas Ltda., correspondingly, in addition to the encumbrance by means of sharing of fiduciary property of the pieces of equipment described in the subsections IV and V of the Clause Thirteen of the Financing Contract through the Opening of Line of Credit number 09.2.0348.1, in order to guarantee the Financing Contracts through the Opening of Line of Credit number 9.2.0349.1, 09.2.0350.1, 09.2.0351.1 and 09.2.0352.1. 5. CLOSING: Considering there was nothing further to be discussed, the Meeting was closed. These Minutes were recorded, and, after being read and deemed correct, they were signed by all. 6. Caxias do Sul, State of Rio Grande do Sul, September 8th, 2011. Nestor Perini, Chairman; Jean Matana Moreira, Secretary. Attending Directors: Nestor Perini, Wilson Santarosa, Luis Carlos Fernandes Afonso, Clovis Benoni Meurer, José Mauro Mettrau Carneiro da Cunha, Carlos Eduardo Sardenberg Bellot and José Teófilo Abu Jamra (deputy). This document constitutes faithful copy of the minutes recorded in proper book. ______________________________ Secretary Lupatech S/A R. Dalton Lahm dos Reis, 201 - Distrito Industrial Caxias do Sul - RS - CEP 95112-090 Fone 55 54 2992.7000 - Fax 55 54 2992.7601 www.lupatech.com.br
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