What You Need to Know About Brazil's Economic Situation

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1 TERRA DE OPORTUNIDADES

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3 Dono de uma das dez maiores reservas mundiais de petróleo

4 Maior exportador mundial de ferro, café, soja, suco de laranja, carne bovina, frango, açúcar e etanol

5 Referência mundial na produção e no desenvolvimento de biocombustíveis

6 Sétimo maior fabricante de carros no mundo

7 Quarto maior fabricante mundial de aeronaves e líder na produção de modelos com capacidade de até 120 passageiros

8 Maior bacia hidrográfica do mundo, com 73% da matriz elétrica com origem hídrica

9 Brasil, balanço e grandes oportunidades Crescimento econômico sustentado, combinado com o equilíbrio fiscal, instituições sólidas, inclusão social, regime democrático e um mercado interno aquecido, torna o Brasil um destino seguro para investimentos e com fôlego para defender-se de crises internacionais. TAXAS DE INVESTIMENTOS Investimentos do Produto Interno Bruto PIB em % Instituto Brasileiro de Geografia e Estatística (IBGE) - * Projetção feita pelo BNDES

10 de 2007 a 2010 foi de R$ 301 bilhões De 2011 a 2014 será de R$ 958,9 bilhões Infraestrutura logística Construção e ampliação de rodovias, ferrovias, portos, aeroportos e hidrovias Infraestrutura energética Geração e transmissão de energia elétrica Produção, exploração e transporte de petróleo Gás natural e combustíveis renováveis Infraestrutura social e urbana saneamento habitação metrôs trens urbanos

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13 Brasil: um dos principais destinos para investimentos diretos nos próximos 12 meses

14 The change in perception is in line with statistics released recently by the United Nations Conference on Trade and Development (UNTACD) on global FDI in 2010, when Brazil was in fifth place in the ranking of recipients with US$ 48 billions, behind only the United States, China, Hong Kong and Belgium.

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17 The 1988 Federal Constitution, art. 175, establishing the allocation of the Government to provide public services directly or by concession or permission, always through bidding; The Constitution of the most of Federal States which establishes jurisdiction of the state to exploit, directly or by granting local services of piped gas, transport services by rail and water transport, which does not cross the boundary of their territory, and state road passenger transport;

18 The Federal Law No of February 13th, 1995, which applies to the Federal Law of the alternative PPP; The Federal Law No of July 7th, 1995, which applies to PPPs to establish standards for granting and extension of service concessions and permits; The Federal Law No of June 13th, 1993, which applies to PPPs in relation to the bidding procedure in general;

19 Federal Supplementary Law No. 101 of May 4th, 2000 laying down detailed rules for public finance accountability in fiscal management and includes rules to be observed with regard to public debt; The Resolution of the Senate No. 43 of 2001, which governs the operations of domestic credit and foreign States, Federal District and Municipalities, including the granting of guarantees, limits and conditions of authorization, being quite relevant to PPP, as it sets the limit of indebtedness that can not be overcome by contracting.

20 The International perception of Brazil In the next 12 months, Brazilian gross domestic product (GDP) will grow 3.6% and 6.0% between In the next 12 months, inflation rate will be close to 5.5 Considering the ranking of countries that receive foreign direct investments in the world, in the next 12 months, Brazil will be between 4º and 5º place In the last 12 months, the quality of transport (roads, railways, ports, airports, etc.) infrastructure, communications and energy did not change perceptible In the last 12 months, Brazil s international projection was slightly positive Considering the process of decision making by companies willing to invest in Brazil, the current political environment exert an influence slightly positive

21 Exports and imports registered in September 2011 the respective total of U.S. $ 1.1 billion and U.S. $ million for the average working days, resulting in a trade surplus of $ million. In comparison with the cumulative January to September 2010, the balance grew 80.5%. Considering the amounts accumulated in 12 months ended in 2011 setemrbo growth of the balance was 80.9%, confirming the upward trend of the accumulated balances in 12 months since April 2011.

22 Sanita São Mateus

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25 São Mateus - ES

26 São Mateus is the second city oldest and eighth most population of the Espirito Santo State, Brazil. It was founded on September 21st, 1544, receiving only municipal autonomy in Originally it was called the Vila Cricaré, being renamed in the year 1566 by Jesuit José de Anchieta to the name of São Mateus. Its current population is around inhabitants. It is considered the city with the largest black population in the state. This fact occurs because, until the second half of the nineteenth century, the Port of São Mateus was one of the main entry of blacks in Brazil. There is also the strong presence of Italians, who are responsible for much of the county inner part colonization.

27 Its economy is based on exploration and production of oil. In the 1970s, were discovered various fields of exploration and in the 1980s, these findings were extended. In the decade of 2000 was implemented in the region of Campo Grande Capixaba the North Terminal, responsible for disposing of all production in the region. It also stands out for its strong tourist appeal, both as a historic season. The carnival Guriri, the main resort town, is one of the busiest in the state and comes to be known nationally, receiving mostly tourists from Minas Gerais. It is located at a latitude south and a longitude West, with an altitude of 36 meters. Its total area is 2,543 km², equivalent to 5.12% of this state. Limited to the north with the municipalities of Nova Esperança, Pinhais and Conceição da Barra, the south with São Gabriel da Palha, Vila Valério, Jaguaré and Linhares, the east with the Atlantic Ocean and west to Nova Veneza. It is distant 219 Km from the State capital, Vitoria.

28 The developers will build the pipeline for distribution of wastewater and the treatment plant for drinking water and the sewage, after completion will lease the real estate built to the "SAAE" water utility company for 30-years on an inflation linked fixed pay contract. The lease agreement executed is between the SPC (special purpose company) as the owner of the wastewater treatment plant and the "SAAE" with sponsor of the Government of county of São Mateus. Under the agreement "SAAE" will provide monthly water billing as receivables into the ESCROW account to pay SPC monthly rental value (VML). The developers and the state owned water utility company has installed hydrometers to measure the amount of water consumed as a part of their investment in the project. The total bill will be 50% for water and the other 50% will be for the sewage. This is a HIGH priority project for the state and the city government with serious health benefit to the population. According to a recent official study 1 R$ invested in water sanitation will save the state around 7 R$ on health spending. The current installed capacity covers only 45% of the requirement.

29 Project Information: SPC will be a Brazilian special purpose company that won of Competitive Bidding (RFP), for Real Estate Lease, preceded by the Grant of the Right to Use a Property and Perform Construction Work to Implement DRINKING WATER SYSTEM, INTERCEPTORS, TRUNK SEWERS, OUTFALLS, PUMPING STATION(S), AND SEWER TREATMENT STATION(S) IN THE CITY OF SAO MATEUS (ES). Total Financing: US$ 66,000,000 Required Financing: US$ 53,000,000 Term: Door-to-Door 10 years. (8 years with 2 years grace) Currency: US$ (US Dollars) Project Type: Infrastructure. Public Private Partnership with 30-years concession. The developed project will be leased out to the county Government of São Mateus and systems operated by water utility company SAAE.

30 Owner of the Developed Asset: A Special Purpose Company < SPC > owned by the consortium to be established. Borrower: SPC (Special Purpose Company the owner of the developed asset and party into Leasing Agreement). Revenues: Guaranteed monthly rental income to be paid by the utility company SAAE in an Escrow account managed by (Brazilian top rated commercial banks), as per agreement executed and Power of Attorney granted, for the benefit of the SPC. SAAE will assign a quantity of monthly water billing in amount enough to pay the rental (VML), under pledge, into Escrow Account. Those receivables will be on revolving basis accrued every quarterly. Government of São Mateus will cover any shortfall with funds originated by royalties from oil exploration inside its fields. These receivables will be assigned to the potential funding entity.

31 1) Over collateralization of receivables by 100 %. 2) The water utility Company SAAE will provide a pledge over monthly water billing with a quantity enough to cover the value of VML into a Escrow Account managed by in benefit of Sanita or its assignee. 3) Any shortfall in the revenue will be covered by guarantee of the Government of Sao Mateus county, Brazil, with deposit into a special margin account into top rated Brazilian Banks represented by pledge of receivables from oil royalties with amount equivalent to 6 rentals monthly (VML). The SPC (Special Purpose Company) as the owner of the developed asset will assign the lease contract to the lender and/or bondholder as use as a guarantee.

32 The potential funding entity will have four separate levels of security and guarantees. - The potential investor will have a first ranking lien on the monthly payments to be made the water utility company SAAE in the escrow account. The ESCROW will always maintain 6 months payment in account. - Lien over water billing providing by the water utility company SAAE with quantity enough to pay monthly rental plus oil royalties guarantee. - First ranking pledge on all real estate of the built project. - Any shortfall in the revenue to be covered through the county budget. The Government of São Mateus will be signatory on the lease contract. Insurance Wrap: The EPC contractor will provide a performance bond and a completion bond. The terms have already been agreed with the county government and the utility company SAAE and were stated in RFP. The prospective investor will also be insured against any performance risk on the contractors. Currency Risk: Covered by agreement clauses.

33 SPC (special purpose company) owned by PortoPart S.A (holding company that encompass the constructors). The consortium has already developed and financed various wastewater treatment facilities in Brazil including of one in the city in São Paulo. For more information on the consortium members please visit their website. Nova Era Global Partic Ltda Nova Era Gestão de Negócios Ltda Global Return Partic Ltda EPC: The Consortium Advisors/Consultants: Princetown Technologies International

34 Fourth Step Fifth Step Sixth Step First Step Second Step Third Step Bid Start Up Sep 12th, 2011 BID Result Oct 12th, 2011 Grant the concession for the BID winner Oct30th, 2011 SPC Bylaws Oct 5th, 2011 Agreement Execution Nov 5th, 2011 Financial Arrangments Nov 15th, 2011

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