ALL AMÉRICA LATINA LOGÍSTICA S.A. CNPJ/MF Nº / NIRE Publicly-held Company Category A

Transcription

1 ALL AMÉRICA LATINA LOGÍSTICA S.A. CNPJ/MF Nº / NIRE Publicly-held Company Category A MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 28, DATE, TIME AND PLACE: On the 28th day of June, 2011, at 10:00 a.m., at the Company's headquarters located at Rua Emílio Bertolini, 100, Sala 01, Cajuru, in the city of Curitiba, state of Paraná. 2. PRESIDING BOARD: Chairman: Mr. Wilson Ferro de Lara. Secretary: Mrs. Cristiane Gritsch. 3. ATTENDANCE: Members of the Board of Directors, identified in item 6 below. 4. AGENDA: To resolve on: (i) the 9th (ninth) issue of simple debentures, in 2 (two) tranches, with unsecured guarantees (surety), non-convertible into shares, issued by the Company, ( Limited Offering and Debentures, respectively), in the amount of up to R$750,000, (seven hundred and fifty million reais), which will be purpose of a public distribution with restricted underwriting efforts, pursuant to Rule no. 476 issued by the Brazilian Securities and Exchange Commission ( CVM ) on January 16, 2009, as amended ( CVM Rule 476 ), and which will be issued with the sole and exclusive purpose of enabling the exchange of Fifth Issue Debentures and Sixth Issue Debentures, as defined below, for the Debentures of this Limited Offering; and (ii) the authorization from the Company's Board of Executive Officers for the Company to make all and any necessary arrangements to formalize the aforementioned resolution. 5. RESOLUTIONS: After analyzing and discussing the matter, the issue of debentures was approved by unanimous vote by the attending members, without restrictions, pursuant to Article 24, item (j), of the Company's Corporate Bylaws and in compliance with the provisions of articles 52 and following of Law no , of December 15, 1976, as amended ( Brazilian Corporate Law ), for public distribution with restricted underwriting efforts, pursuant to CVM Rule 476. The Debentures will have the following characteristics and conditions: (a) Total Issue Amount: the total amount of the Limited Offering will be up to R$750,000, (seven hundred and fifty million reais) (b) Number of Tranches: the Limited Offering will be

2 performed in 2 (two) tranches; (c) Number of Debentures: up to 75,000 (seventy-five thousand) Debentures will be issued exclusively for the exchange of Fifth Issue Debentures and Sixth Issue Debentures, as defined below, for the Debentures of this Limited Offering, and the number of Debentures in the first and second tranches will be determined after the procedure of collecting intentions to exchange the Fifth Issue Debentures (as defined below) for first tranche Debentures, ( First Tranche Debentures ), and the Sixth Issue Debentures (as defined below), for second tranche Debentures ( Second Tranche Debentures ), ( Intention to Exchange ), based on the maximum limit of 50 (fifty) investors to be accessed and 20 (twenty) investors who will be able to subscribe the Debentures purpose of the Limited Offering; (d) First Tranche Unit Par Value: the unit par value of First Tranche Debentures at Date of Issue will be equivalent to the unit par value of debentures issued under the Indenture of the Fifth Issue of Simple Unsecured Debentures, Non-convertible into Shares, Issued by ALL América Latina Logística S.A., as amended ( Fifth Issue Indenture ) ( Fifth Issue Debentures ) at the date of signature of the Indenture (as defined below) increased by an exchange premium to be determined in the Intention of Exchange ( First Tranche Exchange Premium ) ( First Tranche Unit Par Value ); (e) Second Tranche Unit Par Value: the unit par value of Second Tranche Debentures at Date of Issue will be equivalent to the unit par value of debentures issued under the Indenture of the Sixth Public Issue of Simple Unsecured Debentures, Non-convertible into Shares, in a Single Tranche, Issued by ALL América Latina Logística S.A., as amended ( Sixth Issue Indenture ) ( Sixth Issue Debentures and, together with the Fifth Issue Debentures, Debentures from Previous Issues ), at the execution date of the Indenture (as defined below) increased by an exchange premium to be determined in the Intention to Exchange ( Second Trance Exchange Premium ); (f) Guarantee: the Debentures are under joint surety to be provided by América Latina Logística Malha Norte S.A., América Latina Logística Malha Sul S.A., América Latina Logística Malha Oeste S.A. and América Latina Logística Malha Paulista S.A. (jointly, Guarantors ) which will commit as guarantors, joint debtors and main payers of all main and accessory obligations assumed by the Company as a result of the Indenture, as defined below, and other documents of the Limited Offering, until its final settlement, with express waiver of the benefits of order and division and those provided by articles 366, 827, 829, 830, 834, 835, 837, 838 and 839, all from Law no of January 10, 2002, as amended ( Brazilian Civil Code ), and articles 77 and 595 of Law no of January 11, 1973, as amended ( Code of Civil Procedure ). The Guarantors will subrogate under the rights of first tranche debenture holders and/or the rights of second tranche debenture holders, as applicable, should they fully or partially honor the surety subject to this item (f), and in the case of subrogation, the exercise of the right for subrogated credit will depend on the full payment of the obligations under guarantee, with full settlement of the debenture holders' credit; (g) Inflation adjustment: The Unit Par Value of First Tranche Debentures will not be adjusted for inflation, and the Unit Par Value of Second Tranche Debentures will not be adjusted for inflation; (h) Convertibility: the Debentures will not be 2

3 convertible into shares issued by the Company; (i) Maturity: both First Tranche Debentures and Second Tranche Debentures will mature in 5 (five) years as of the Date of Issue; (j) Amortization: the Unit Par Value of First Tranche Debentures and the Unit Par Value of Second Tranche Debentures will be paid and amortized on an annual basis, in 2 (two) equal and consecutive installments, corresponding to 50% (fifty per cent) of the issue par value, in which case the first will be paid in the 4th (fourth) year after the Date of Issue of Debentures, i.e. July 15, 2015, and the second on the maturity date of Debentures, i.e. July 15, 2016.; (k) Offer for Optional Early Redemption: the Company can make, at its own discretion and at any time after the 12th (twelfth) month as of the Date of Issue, upon resolution of its Board of Executive Officers, an offer for optional early redemption of a partial or total amount of outstanding First Tranche Debentures and/or Second Tranche Debentures, which will assure debenture holders of the respective tranche equal conditions to accept the offer for optional early redemption of Debentures held by them, and will determine the terms and conditions of the redemption, in compliance with the provisions of article 55 of the Brazilian Corporate Law and the provisions of the Indenture (as defined below); (l) Interest: From the Date of Issue of Debentures or the previous date of interest payment until the date of the following interest payment, the Balance of the Unit Par Value of First Tranche Debentures and Second Tranche Debentures will be subject to compensatory interest rates corresponding to 100% (one hundred per cent) of the accrued variation of average daily Interbank Deposits (DI) rates in one day, over extra-group, expressed as percentage per year, on a basis of 252 (two hundred and fifty-two) business days, calculated and disclosed on a daily basis by CETIP on the daily newsletter available on its website ( ( DI Rate ), exponentially increased by the annual spread of (i) 2.40% (two point forty per cent) between the Date of Issue (including it) and the Payment Date (excluding it) ( Interest up to Payment Date ); and (ii) 1.65% (one point sixty-five per cent) between the Payment Date (including it) and the Maturity Date (excluding it) ( Interest ). The Interest and Interest up to Payment Date will be calculated according to the compound interest regime, pro rata temporis, for 252 (two hundred and fifty-two) business days; (l) Payment of Interest: Payment of Interest will be due on a bi-annual basis, on January 15 and July 15 of every year, whereas the first payment is due on January 15, 2012 and the last is due on the Maturity Date of Debentures or the date of early settlement resulting from the early maturity of Debentures due to the occurrence of an event of default. Interest will be calculated according to the formula described in the Indenture (as defined below); (m) Distribution Procedures: the Debentures will be subject to public distribution with restricted underwriting efforts, exclusively targeted at qualified investors ( Qualified Investors ), as defined in the indenture of Debentures ( Indenture ), in compliance with the provisions of article 109, Rule no. 409 of August 18, 2004, as amended ( CVM Rule 409 ), and pursuant to article 4 of CVM Rule 476; (n) Underwriting System: the Debentures will be subject to public distribution with restricted underwriting efforts, under the system of best underwriting efforts, coordinated by a financial institution that integrates 3

4 the securities distribution system and is responsible for the underwriting of Debentures ( Lead Underwriter ); (o) Registration for Underwriting and Trading: the Debentures will be registered for (a) distribution in the primary market through the SDT Securities Distribution Module ( SDT ), in which the exchange of Fifth Issue Debentures and Sixth Issue Debentures of this Limited Offering will be carried out through CETIP; and (b) trading in the secondary market through the SND National Debenture Module ( SND ), in which the tradings are settled and the Debentures are electronically kept in CETIP. The SDT and SND modules are respectively managed and operated through CETIP; (p) Price and Method of Payment and Subscription: First Tranche Debentures will be subscribed and paid for the Unit Par Value of First Tranche Debentures plus (i) Interest up to Payment Date, calculated pro rata temporis as of the Date of Issue until the actual date of subscription and payment ( Payment Date ) and (ii) a negative goodwill corresponding to the First Tranche Exchange Premium plus Interest up to Payment Date ( First Tranche Subscription Price ), whereas the First Tranche Subscription Price will be the same for all investors. Second Tranche Debentures will be subscribed by the Unit Par Value of Second Tranche Debentures plus (i) Interest up to Payment Date, calculated pro rata temporis as of the Date of Issue until the Payment Date, and (ii) a negative goodwill corresponding to the Second Tranche Exchange Premium plus Interest up to Payment Date ( Second Tranche Subscription Price ), in which the Second Tranche Subscription Price will be the same for all investors. First Tranche Debentures will be paid at sight, with credits at Payment Date, exclusively upon delivery of the Fifth Issue Debentures. Second Tranche Debentures will be paid at sight, with credits at Payment Date, exclusively upon delivery of the Sixth Issue Debentures. Should it not be possible to pay for all First Tranche Debentures and Second Tranche Debentures at the same date, full payment of the Second Tranche Debentures will be made on the next business day after the Payment Date of First Tranche Debentures. The Debentures will be subscribed according to CETIP's procedures; (q) Method: the Debentures will be issued as registered and book-entry debentures, with no issue of receipts or certificates; (r) Type: the Debentures will have unsecured guarantees (surety), pursuant to article 58 of the Brazilian Corporate Law; (s) Date of Issue: for all legal purposes, the Date of Issue of Debentures will be July 15, 2011 ( Date of Issue ); (t) Early Maturity: the Indenture will establish the events that will result in early maturity of the Debentures, according to criteria that are commonly used in transactions of this kind, as well as procedures related to such events and other obligations assumed by the Company, to be negotiated and determined jointly between the Company, the Fiduciary Agent and the Lead Underwriter, as defined below, according to the common market principles for transactions of this nature; (u) Allocation of Proceeds: The proceeds of the Limited Offering will be allocated to the rescheduling of the Company's debt payments, which will take place upon (i) subscription of First Tranche Debentures subject to the Limited Offering with the use of credits represented by Fifth Issue Debentures and (ii) subscription of Second Tranche Debentures subject to the Limited Offering with the use of credits represented by Sixth 4

5 Issue Debentures; (v) Fiduciary Agent: The fiduciary agent to be contracted as a representative of debenture holders is BRL TRUST Distribuidora de Títulos e Valores Mobiliários S.A. ( Fiduciary Agent ); (w) Renegotiation: There will be no renegotiation of Debentures; (x) Compulsory Early Redemption: the Debentures will not be subject to compulsory early redemption, unless the Company chooses to amortize the outstanding Debentures of the respective tranche, should the debenture holders of that tranche, gathered in a general debenture holders meeting, representing at least 75% of the outstanding Debentures, not approve the new Debenture interest payment standard if the DI Rate is not verified and/or disclosed for more than 10 consecutive days as of the expected date of disclosure, or immediately in the case of extinction of the DI Rate or impossibility to apply it by legal or judicial determination; (y) Compulsory Amortization: the Debentures will not be subject to compulsory amortization, unless (i) the Company chooses for redemption and, consequently, early cancellation of all outstanding Debentures, should the debenture holders, gathered in a general debenture holders meeting, representing at least 75% of the outstanding Debentures of the respective tranche, not approve the new Debenture interest payment standard if the DI Rate is not verified and/or disclosed for more than 10 consecutive days as of the expected date of disclosure, or immediately in the case of extinction of the DI Rate or impossibility to apply it due to legal or judicial determination, (ii) the Debentures mature early, in which case the Company must settle all outstanding Debentures of the respective tranche, resulting in their cancellation, upon payment of the Unit Par Value balance of outstanding Debentures of the respective tranche, plus the respective Interest; (z) Payment Place: Payments related to the Debentures will be made by the Company according to the procedures adopted by the CETIP. Debentures that are not electronically kept at CETIP will be paid for by the trustee of Debentures or at the Company's headquarters, when applicable; (aa) Delegation of Powers to the Company's Board of Executive Officers: pursuant to article 59 of the Brazilian Corporate Law and to the Company's Bylaws, the Board of Directors grants powers for the Company's Board of Executive Officers to resolve on the conditions of the Limited Offering established in items VI to VIII of article 59 of the Brazilian Corporate Law. The Board of Executive Officers is also authorized to: (i) contract one or more financial institutions authorized to operate in the capital markets for the public distribution of the Debentures subject to the Limited Offering, with restricted underwriting efforts; (ii) contract the providers of the services purpose of the Limited Offering, such as the agent and custodian banks, the fiduciary agent and legal advisers, among others; (iii) execute all documents and take all measures necessary to carry out the Limited Offering, including, among others, the Indenture, the Limited Offering underwriting agreement, the notice of termination of the Limited Offering, the letters of intent sent to CETIP and CVM and other documents related to the Limited Offering, including any respective amendment; (iv) determine the Amount of Debentures to be issued in each tranche; (v) determine the First Tranche Unit Par Value and the Second Tranche Unit Par Value; (vi) determine the First Tranche Exchange Premium and the Second Tranche Exchange Premium; 5

6 and (vii) negotiate the final terms and conditions of the documents of the Limited Offering, including the Company's obligations, events of default, conditions for early maturity of Debentures and statements to be provided; and (bb) Other Resolutions: all Fifth Issue Debentures and all Sixth Issue Debentures delivered to the Company for subscription of First Tranche Debentures and Second Tranche Debentures, respectively, subject to this Limited Offering, will be automatically canceled by the Company immediately after the respective subscription and payment. Debentures from Previous Issues that are not delivered to the Company for subscription of the Debentures subject to the Limited Offering will remain valid pursuant to the Fifth Issue Indenture and Sixth Issue Indenture, respectively. 6. CLOSURE: There being no further business to transact, the meeting was adjourned and the minutes were drawn up, which, read and approved, were signed by all attendees. Signatures: Wilson Ferro de Lara; Alexandre Behring Costa; Bernardo Vieira Hees; Riccardo Arduini; Giancarlo Arduini; Sérgio Messias Pedreiro; Nelson Rozental; Wagner Pinheiro de Oliveira; Guilherme Narciso de Lacerda; Henrique Amarante da Costa Pinto; Ricardo Schaefer; Sérgio Ricardo Silva Rosa; Raimundo Pires Martins da Costa and Eliane Aleixo Lustosa. This is a free translation of the original drawn-up in the Company's records. Curitiba, June 28, Cristiane Gritsch Secretary / Lawyer's Initials 6