ENEVA S.A.

– IN JUDICIAL RECOVERY
CNPJ/MF n° 04.423.567/0001-21
NIRE 33.3.0028402-8
Publicly Held Corporation
MINUTES OF BOARD OF DIRECTORS MEETING
HELD ON JANUARY 14th, 2015
1. DATE, TIME AND PLACE: On January 14th, 2015, at 09:00, at Praia do Flamengo 66,
7th floor, Zip Code 22.210-903, in the City of Rio de Janeiro, State of Rio de Janeiro.
2. CALL AND ATTENDANCE: The Board of Directors meeting was called pursuant to the
bylaws of ENEVA S.A. – In Judicial Recovery (“Company” or “ENEVA”) and applicable law
and attended by the following members of the Company’s Board of Directors: Jørgen Kildahl,
Stein Dale, Keith Plowman, Adriano Castello Branco Gonçalves, and Fabio Hironaka Bicudo.
Alexandre Americano (CEO) and Ricardo Levy (CFO) were also invited to attend the meeting.
3. CHAIR: After the availability of the members of the Company’s Board of Directors was
confirmed, Mr. Jørgen Kildahl, as Chairman, designated Mr. Márcio Delgado to carry out the
duties of secretary.
4. AGENDA: Deliberate on (i) the election of the Chairman of the Company´s Board of
Directors; (ii) the call of the Company´s Shareholder´s Meeting; (iii) the issuance of
debentures by Parnaíba III Geração de Energia S.A. (“Parnaíba III”) in order to rollover the
existing project finance debt of Parnaíba III; and (iv) the execution of amendments to Itaqui
Geração de Energia S.A. (“Itaqui”) long term financing agreements.
5. DISCUSSIONS: The members of the Board of Directors resolved to approve,
unanimously and without restrictions:
(i)

The election of Mr. Fabio Hironaka Bicudo as Chairman of the Company´s

Board of Directors.
(ii)

The call of a Shareholders´ Meeting for the election of an independent

member for the Company´s Board of Directors.
(iii)

In order to rollover the existing debt of Parnaíba III, in the amount of

R$120MM, represented by the 2nd issuance of promissory notes of Parnaíba III, which
becomes due on January 26 th, 2015 (“2nd Issuance of Promissory Notes”), Parnaíba
III will issue debentures in the amount of R$120MM under CVM Resolution 476/09,

including the same guarantees and security package granted for the 2 nd Issuance of
Promissory Notes (“Debentures Issuance”) and, therefore, (a) authorize Parnaíba III,
as a subsidiary of the Company, to proceed with the Debentures Issuance to extend
the existing Parnaíba III project finance debt, by repaying the 2nd Issuance of
Promissory Notes substituting them by the Debentures Issuance, according to the
terms and conditions of the Debentures Issuance which shall be defined in the
shareholders meeting of Parnaíba III; (b) the granting, by the Company, of corporate
guarantee jointly and severally liable with ENEVA Participações S.A. (“JV”) and Petra
Energia S.A. (“Petra”), under the Debentures Issuance; (c) authorize the granting, by
JV, as subsidiary of the Company, of corporate guarantee jointly and severally liable
with the Company and Petra, under the Debentures Issuance; (d) authorize Parnaíba
Participações S.A. (“Parnaíba Participações”), as a subsidiary of the Company, to
constitute a guarantee under the Debentures Issuance, in the form of a fiduciary
assignment of all the shares issued by Parnaíba III and held by Parnaíba
Participações, according to the fiduciary assignment of shares to be executed
between Parnaíba Participações and the fiduciary agent that shall be chosen by
Parnaíba III to represent the debenture holders communion under the Debentures
Issuance and Parnaíba III; (e) authorize Parnaíba III, as a subsidiary of the
Company, to constitute a guarantee under the Debentures Issuance, in the form of a
fiduciary assignment of all credits and rights of the project, pursuant to and in
accordance with what will be stipulated at the competent fiduciary assignment of
rights contract, which shall be executed between Parnaíba III and the fiduciary agent
that shall be chosen by Parnaíba III to represent the debenture holders communion in
Debentures Issuance; and (f) authorize and granting irrevocable powers to the
Company’s Executive Officers to sign any other contract or instrument related to the
Debentures Issuance and to related operations, including amendments, and to take
all measures and to perform any act for effectiveness of the resolutions approved
herein, as well as to authorize the Officers of the Company to grant any other
guarantee and assume all other required obligations for the effectiveness of the
organization, operation and execution, including the signature of any necessary
document and the provision of statements, negotiating and establishing the
respective terms and conditions, of the Debentures Issuance.
(iv)

the execution of amendments to the existing long term financing contracts of

Itaqui, executed with Banco Nacional Econômico e Social – BNDES, Banco do
Nordeste do Brasil S.A. – BNB, Banco Votorantim S.A. and Banco Bradesco S.A.,
considering the following conditions: (a) grace period of 6 (six) months of interests of
the financial contracts, with due date of the first installment on 15th July 2015; (b)
grace period of 24 (twenty four) months of the principal of the financial contracts,
with due date of the first installment on 15th January 2017; (c) maintenance of the

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due dates of the financing contracts; (d) application of the new amortization schedule
of the outstanding debt due on 15th December 2016 in the following percentages:
3% in 2017, 5% in 2018, 8% in 2019, 10% in 2020 and the remaining 74% will be
paid in the following years by the constant amortization system - SAC; (e) the social
sub-credit of BNDES will be paid as points (a), (b) and (c) and then will be applicable
the SAC system in 18 (eighteen) month installments, with final due date in June
2018; (f) ratify the pledge of all the shares owned by ENEVA in Itaqui; (g) ratify the
fiduciary assignment of rights and credits; (h) ratify the conditional assignment of the
contracts rights; (i) ratify the fiduciary assignment of machines and equipment; (j)
ratify the mortgage of the property owned by Itaqui; (k) ratify ENEVA’s corporate
guarantee granted until the full payment of long term financing contracts; (l) non
obligation to comply with the DSCR level; (m) creation of a Contingency Account; and
(n) creation of cash sweep mechanism starting from 01.15.2017.
6. CLOSING AND RECORDING: At 12:50, as there was nothing further to be discussed,
the meeting was closed and these minutes were recorded, read and approved by all in
attendance.
-This is a true and correct copy of the Minutes of the Meeting of the Board of Directors of
ENEVA S.A. – In Judicial Recovery, held on January 14th, 2015, at 09:00, recorded in the
relevant corporate book and signed by the members of the Board of Directors of the
CompanyRio de Janeiro, January 14th, 2015.
______________________
Márcio Delgado
Secretary

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