Академический Документы
Профессиональный Документы
Культура Документы
|
|
.
|
\
|
=
n
k
dut
dup
1 k
k
NI
NI
C
1
17
3.1.7. If, on the restatement month the index- number is not yet available, the last available
variation of the price index in question shall be used.
3.1.8. In case of temporary unavailability of the IPCA upon the payment of any pecuniary
obligation set forth in the INDENTURE, the last index-number shall be used in
substitution, as calculated proportionally to the business days, however, upon the
disclosure of the index-number due, no financial compensation is due either by the
ISSUER nor the DEBENTURE-HOLDERS.
3.1.9. In the absence of calculation and/or disclosure of the index number for more than one
hundred and eighty (180) days of the date expected for its disclosure or, also, in case of
its cancellation or for legal imposition or judicial decision, the IPCA shall be replaced by
the substitute legally determined therefor. In case there is no legal substitute for the IPCA,
the FIDUCIARY AGENT shall call a General DEBENTURE-HOLDERS Meeting, to be
held within no more than twenty-three (23) days of the end of the term of any of the events
set forth in the item above, in which the DEBENTURE-HOLDERS representing most of
the outstanding DEBENTURES shall define the parameter to be applied and that best
preserves the real amount of the ISSUANCE and compensate it in the same preceding
levels. Until the resolution of this parameter, the last disclosed index number shall be used
for the calculation of the value of any obligations provided for in this INDENTURE.
3.1.10. In any event, if the IPCA is disclosed again, even if after such term of one hundred and
eighty (180) days, such index shall be automatically applied, again, for purposes of the
calculation of the pecuniary obligation at stake, beginning on the date of its disclosure,
retroactively to the anniversary date, as established in item 3.1.2. of this Clause IV, of the
month immediately preceding its disclosure, and, therefore, the General DEBENTURE-
HOLDERS Meeting to resolve on this matter shall be waived.
3.1.11. The ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE shall be paid in national
currency, according to the following formula, on PAYMENT DATE OF THE 1ST SERIES
DEBENTURES, as established in item 5.1. of this Clause IV.
ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE = VNa - VNe
where:
VNa = Adjusted Par Value calculated with six (06) decimal places without
rounding;
VNe = Debentures par value of the issuance or par value balance (par value
remaining after monetary restatement for each period, or payment of
monetary restatement, if applicable), informed/calculated with six (06)
decimal places without rounding;
4. COMPENSATORY INTERESTS
4.1. The 1ST SERIES DEBENTURES shall bear prefixed interests corresponding to seven
point twenty-five percent (7.25%) per year, based on two hundred and fifty-two (252)
business days, levied on the UNIT PAR VALUE adjusted pursuant to item 3 of this Clause
IV above, or VNa, as of the PAYMENT DATE, calculated on a capitalization basis
composed as pro rata temporis per business days (1ST SERIES COMPENSATORY
INTERESTS) and paid at the end of each Capitalization Period, at the PAYMENT DATE
OF THE 1ST SERIES DEBENTURES as established in item 5.1. of this Clause IV.
The calculation of the interests shall respect the following formula:
18
where:
J = amount of interest due at the end of each Capitalization Period,
calculated with six (06) decimal places without rounding;
VNa = Adjusted Par Value calculated with six (06) decimal places
without rounding;
FatorJuros
(InterestFactor)
= fixed interest factor calculated with nine (09) decimal places
without rounding, as follows:
where:
It is defined:
Capitalization Period: time interval initiated on the PAYMENT DATE, in case of the
first Capitalization Period, or on the estimated payment date of the interests
immediately preceding, in case of other Capitalization Periods, and ended the
estimated payment date of interests, corresponding to the period, pursuant to the
PAYMENT DATE OF THE 1ST SERIES DEBENTURES, defined below. Each
Capitalization Period succeeds the previous without interruption.
5. PAYMENT OF THE ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE AND THE 1ST
SERIES COMPENSATORY INTERESTS
5.1. The ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE and the 1ST SERIES
COMPENSATORY INTERESTS shall be payable every six months, always on the
fifteenth (15
th
) day of June and December of each year, provided that the first payment
shall be payable on 06/15/2016 and the last payment, on the MATURITY DATE OF 1ST
SERIES DEBENTURES, and also jointly with the early maturity, (under item 20.1. of
Clause III above), with the settlement of the 1ST SERIES DEBENTURES (under item 7 of
this Clause IV) on the EXERCISE DATE OF SUBSCRIPTION WARRANTS (as
established on item 8 of Clause VI below), upon the payment of the 1ST SERIES
DEBENTURES, subject to the provisions of item 8.2 of Clause VI below (PAYMENT
DATE OF THE 1ST SERIES DEBENTURES).
5.2. Incidence of each installment of the ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE
and of the 1
ST
SERIES COMPENSATORY INTERESTS shall be calculated from the day
of payment of the prior installment (exclusive) until the day expected for its payment
( ) 1 FatorJuros VNa J =
(
(
|
.
|
\
|
+ = 1
100
taxa
FatorJuros
DT
DP
252
n
Taxa
(rate)
= fixed interest rate, in the percentage per year form, informed with four
(4) decimal places;
(n). = number of business days between the date of the next event and the
date of the prior event, where "n" is a whole number;
DP = number of business days between the last event and the current date,
where "DP" is a whole number;
DT = number of business days between the last and the next event, where
"DT" is a whole number.
19
(inclusive), subject to the provisions of item 17 of the Clause III above. Incidence of the
first installment of the ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE and of the 1
ST
SERIES COMPENSATORY INTERESTS shall occur from the PAYMENT DATE until
June 15, 2016.
5.3. Payment of the ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE and of the 1
ST
SERIES COMPENSATORY INTERESTS, under this Clause IV, shall observe the table
below:
Payment Date
First Payment 06/15/2016
Second Payment 12/15/2016
Third Payment 06/15/2017
Fourth Payment 12/15/2017
Fifth Payment 06/15/2018
Sixth Payment 12/15/2018
Seventh Payment 06/15/2019
Eighth Payment 12/15/2019
Ninth Payment 06/15/2020
5.4. There is no renegotiation scheduled for the 1
ST
SERIES DEBENTURES.
5.5. The ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE and the 1
ST
SERIES
COMPENSATORY INTERESTS shall be paid in national currency and shall not be, in any
event, deemed a part of the UNIT PAR VALUE, including in case of exercise of the rights
granted by the SUBSCRIPTION WARRANTS.
6 AMORTIZATION OF THE DEBENTURES.
6.1. The UNIT PAR VALUE of the 1
ST
SERIES DEBENTURES shall not be repaid, being fully
settled under item 7.1 of this Clause IV.
7. SETTLEMENT OF DEBENTURES
7.1. The UNIT PAR VALUE of the 1
ST
SERIES DEBENTURES shall be settled, in national
currency, on the MATURITY DATE OF 1ST SERIES DEBENTURES, or in the early maturity,
in any of the cases of item 20.1 of Clause III, or also to the DEBENTURE-HOLDERS that
exercise the SUBSCRIPTION WARRANTS on the EXERCISE DATE OF SUBSCRIPTION
WARRANTS, in this last case through payment of the UNIT PAR VALUE of the 1
ST
SERIES
DEBENTURES under the terms set forth in item 8.2 of Clause VI of this INDENTURE.
20
7.2. In all cases set forth in item 7.1 above, on same date of the settlement of the UNIT PAR
VALUE of the 1
ST
SERIES DEBENTURES, the ADJUSTMENT OF 1ST SERIES UNIT PAR
VALUE and the 1
ST
SERIES COMPENSATORY INTERESTS applicable until such date
shall be paid in national currency.
7.3. Additionally, exclusively in the case of exercise of the SUBSCRIPTION WARRANTS and
considering that the number of SHARES, LOT OF SHARES (as defined in item 4.1 of Clause
VI below) or UNITS which the SUBSCRIPTION WARRANTS shall give the right to subscribe
shall not be adjusted by the eventual payment of EARNINGS (as defined below), and the
holder of the 1
ST
SERIES DEBENTURES that may exercise the rights granted by the
SUBSCRIPTION WARRANTS, in the form set forth in item 8.2 of Clause VI of this
INDENTURE, shall have the right to receive, in national currency, on the EXERCISE DATE
OF SUBSCRIPTION WARRANTS (as defined in item 8.1 of Clause VI of this
INDENTURE),together with the ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE and the
1
ST
SERIES COMPENSATORY INTERESTS applicable up to such date, any amounts, in
goods or in national currency, as dividends, interests on its own capital, earnings or at any
other title disclosed to the owners of SHARES, even if as a result of capital reduction or
amortization or redemption of SHARES (EARNINGS), as of the PAYMENT DATE until the
EXERCISE DATE OF SUBSCRIPTION WARRANTS, in a value equivalent to the SHARES
purchased as a result of the exercise of the SUBSCRIPTION WARRANTS, taking, however,
any deductions and retentions as collection of taxes incident to the payment of the EARNINGS
into consideration.
CLAUSE V ASPECTS OF THE SECOND SERIES DEBENTURES
1. MATURITY
1.1. The maturity of the 2ND SERIES DEBENTURES is on June 15, 2022 (MATURITY DATE
OF 2ND SERIES DEBENTURES).
2. SUBSCRIPTION AND PAYMENT PRICE
2.1. The 2ND SERIES DEBENTURES shall be subscribed and paid by its UNIT PAR VALUE,
in national currency. Either the 2ND SERIES Subscribed DEBENTURES in the sphere of
the exercise of the PREEMPTIVE RIGHT or in the SINGLE SURPLUS
APPORTIONMENT, they shall be paid on the PAYMENT DATE.
2.2. The subscription of the 2
ND
SERIES DEBENTURES shall be carried out (i) by means of
the procedures set forth by BM&FBOVESPA, in case the Debentures are subscribed as a
result of the PREEMPTIVE RIGHT of SHARES held under custody of CBLC; or (ii) by
means of the procedures set forth by the BOOKKEEPING AGENT, in the remaining
cases.
3. RESTATEMENT OF THE UNIT PAR VALUE
3.1. The UNIT PAR VALUE of the 2
ND
SERIES DEBENTURES shall be adjusted by the variation of
the IPCA as of the PAYMENT DATE, calculated pro rata temporis by business days
(ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE).
The UNIT PAR VALUE of the 2
ND
SERIES DEBENTURES shall be adjusted by the following
formula:
C VNe VNa =
21
where:
VNa = Adjusted Par Value calculated with six (06) decimal
places without rounding;
VNe = Debentures par value of the issuance or par value
balance (par value remaining after monetary
restatement for each period, or payment of monetary
restatement, if applicable), informed/calculated with
six (06) decimal places without rounding;
C
..........................
...
= accumulated factor of the monthly variations of the
indexes used, calculated with eight (08) decimal
places without rounding, as follows:
where:
n. = total number of indexes considered in the restatement of the
asset, where n is a whole number;
NIK = value of the index-number of the month prior to the restatement
month, should the restatement is on a previous date or on the
date of the anniversary of the asset. After the anniversary date,
value of the index-number of the restatement month;
NIK-
1
= Value of the index-number for the month prior to month k;
dup = number of business days between the last anniversary date
and the calculation date, limited to the total number of business
days of validity of the price index, where dup is a whole
number;
dut = Number of business days between the last and the next
anniversary date, where dut is a whole number.
3.1.1. The IPCA shall apply to the shortest period allowed by applicable legislation, with no need
of adjustment of the Indenture or any other formality.
3.1.2. The fifteenth (15
th
) day of every month is deemed an anniversary date and, in case such
date is not a business day, the first subsequent business day shall be deemed so,
according to item 17 of Clause III above.
3.1.3. Month of restatement is the monthly period between two consecutive dates of anniversary
of the asset in question.
3.1.4. The resulting factor of the expression: / is considered with eight (8) decimal places, without
rounding.
3.1.5. The product is calculated based on the most recent factor, and the oldest ones are added
later. The intermediary results are calculated with sixteen (16) fragmented decimal places,
not rounded.
3.1.6. The amounts for weekends or holidays shall be equal to the value of the following business
day, adjusting the pro rata as from the last prior business days.
[
=
(
(
(
|
|
.
|
\
|
=
n
k
dut
dup
1 k
k
NI
NI
C
1
22
3.1.7. If, on the restatement month the index- number is not yet available, the last available
variation of the price index in question shall be used.
3.1.8. In case of temporary unavailability of the IPCA upon the payment of any pecuniary
obligation set forth in the INDENTURE, the last index-number shall be used in
substitution, as calculated proportionally to the business days, however, upon the
disclosure of the index-number due, no financial compensation is due either by the
ISSUER nor the DEBENTURE- HOLDERS.
3.1.9. In the absence of calculation and/or disclosure of the index number for more than one
hundred and eighty (180) days after the date expected for its disclosure, or, also, in case
of its cancellation or for legal imposition or judicial decision, the IPCA shall be replaced by
the substitute legally determined therefor. In case there is no legal substitute for the IPCA,
the FIDUCIARY AGENT shall call a General DEBENTURE-HOLDERS Meeting, to be
held within no more than twenty-three (23) days of the end of the term of any of the events
set forth in the preceding item, in which the DEBENTURE-HOLDERS representing most
of the outstanding DEBENTURES shall define the parameter to be applied and that best
preserves the real amount of the ISSUANCE and reimburse it in the same preceding
levels. Until resolution of this parameter, the index number last disclosed for the
calculation of value of any obligations provided in this INDENTURE shall be used.
3.1.10. In any event, if the IPCA is disclosed again, even after such term of one hundred and
eighty (180) days, such index shall be automatically applied again for purposes of
calculation of the pecuniary obligation at stake, beginning on the date of its disclosure,
retroactively to the anniversary date, as established in item 3.1.2. of this Clause IV, of the
month immediately preceding its disclosure, and, therefore, the General DEBENTURE-
HOLDERS Meeting to resolve on this matter shall be waived.
3.1.11. The ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE shall be paid in national
currency, pursuant to the formula below, in the PAYMENT DATE OF THE 2ND SERIES
DEBENTURES, as established in item 5.1 of this Clause V.
ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE = VNa - VNe
where:
VNa = Adjusted Par Value calculated with six (06) decimal places without
rounding;
VNe = Debentures par value of the issuance or par value balance (par value
remaining after monetary restatement for each period, or payment of
monetary restatement, if applicable), informed/calculated with six (06)
decimal places without rounding;
4. COMPENSATORY INTERESTS
4.1. The 2ND SERIES DEBENTURES shall generate pre-fixed interests corresponding to two
point fifty percent (2.50%) per annum, base two hundred and fifty-two (252) business
days, levied on the UNIT PAR VALUE updated pursuant to item 3 of this Clause V above,
or VNa, as of the PAYMENT DATE, calculated in a capitalization basis composed in a
pro rata temporis form for business days (2ND SERIES COMPENSATORY
INTERESTS") and paid at the end of each Capitalization Period, on the PAYMENT DATE
OF THE 2ND SERIES DEBENTURES, as established in item 5.1 of this Clause V.
The calculation of the interests shall follow the formula below:
23
where:
J = amount of interest due at the end of each Capitalization Period,
calculated with six (06) decimal places without rounding;
VNa = Adjusted Par Value calculated with six (06) decimal places
without rounding;
FatorJuros
(InterestFactor)
= fixed interest factor calculated with nine (09) decimal places
without rounding, as follows:
where:
Definition:
Capitalization Period: time interval starting on the PAYMENT DATE, in the case of
the first Capitalization Period, or on the estimated payment date of the immediately
preceding interests, in the case of the other Capitalization Periods, and ends on
the estimated payment date of the interests corresponding to the period, pursuant
to the PAYMENT DATE OF THE 2ND SERIES DEBENTURES defined below.
Each Capitalization Period succeeds the previous one without interruption.
5. PAYMENT OF THE ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE AND THE 2ND
SERIES COMPENSATORY INTERESTS
5.1. The ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE and the 2ND SERIES
COMPENSATORY INTERESTS shall be payable every six months, always on the
fifteenth (15
th
) day of the months of June and December of each year, and the first
payment shall be payable on June 15, 2016 and the last payment on the MATURITY
DATE OF 2ND SERIES DEBENTURES, and also together with the early maturity, under
item 20.1. of Clause III above and with the liquidation of the 2ND SERIES DEBENTURES,
under item 7 of this Clause V (PAYMENT DATE OF THE 2ND SERIES DEBENTURES).
5.2. Incidence of each installment of the ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE
and of the 2
ND
SERIES COMPENSATORY INTERESTS shall be calculated from the day
of payment of the prior installment (exclusive) until the day expected for its payment
(inclusive), subject to the provisions of item 17 of Clause III above. Incidence of the first
installment of the ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE and of the 2
ND
( ) 1 FatorJuros VNa J =
(
(
|
.
|
\
|
+ = 1
100
taxa
FatorJuros
DT
DP
252
n
Taxa
(rate)
= fixed interest rate, in the percentage per year form, informed with four
(04) decimal places;
n = number of business days between the date of the next event and the
date of the prior event, where "n" is a whole number;
DP = number of business days between the last event and the current date,
where "DP" is a whole number;
DT = number of business days between the last and the next event, where
"DT" is a whole number.
24
SERIES COMPENSATORY INTERESTS shall occur from the PAYMENT DATE until
June 15, 2016.
5.3. Payment of the ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE and of the 2
ND
SERIES COMPENSATORY INTERESTS, under this Clause V, shall observe the table
below:
Payment date
First payment 06/15/2016
Second payment 12/15/2016
Third payment 06/15/2017
Fourth payment 12/15/2017
Fifth payment 06/15/2018
Sixth payment 12/15/2018
Seventh payment 06/15/2019
Eighth payment 12/15/2019
Ninth payment 06/15/2020
Tenth payment 12/15/2020
ELEVENTH PAYMENT 06/15/2021
TWELFTH PAYMENT 12/15/2021
THIRTEENTH PAYMENT 06/15/2022
5.4. There is no renegotiation scheduled for the 2
ND
SERIES DEBENTURES.
5.5. The ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE and the 2
ND
SERIES
COMPENSATORY INTERESTS shall be paid in national currency and shall not be, in any
event, deemed a part of the UNIT PAR VALUE.
6.1. The UNIT PAR VALUE of the 2
ND
SERIES DEBENTURES shall be repaid in thirteen (13)
half-year and consecutive installments, each with a value equivalent to the UNIT PAR
VALUE balance of each 2
ND
SERIES DEBENTURE divided by the number of amortization
installments yet to expire, according to the table below, and the first installment shall be due
to June 15, 2016, subject to the provisions of item 17 of Clause III above, and the ISSUER
undertakes to settle, upon the last installment, on the MATURITY DATE OF 2ND SERIES
DEBENTURES, all obligations related to the 2
ND
SERIES DEBENTURES:
25
Payment date
First Amortization 06/15/2016
Second Amortization 12/15/2016
Third Amortization 06/15/2017
Fourth Amortization 12/15/2017
Fifth Amortization 06/15/2018
Sixth Amortization 12/15/2018
Seventh Amortization 06/15/2019
Eighth Amortization 12/15/2019
Ninth Amortization 06/15/2020
Tenth Amortization 12/15/2020
Eleventh Amortization 06/15/2021
Twelfth Amortization 12/15/2021
Thirteenth Amortization 06/15/2022
7. SETTLEMENT OF DEBENTURES
7.1. On the MATURITY DATE OF 2ND SERIES DEBENTURES, or on the early maturity, in any of
the cases of item 20.1 of Clause III above, the ISSUER shall proceed to the total settlement
of the 2
ND
SERIES DEBENTURES at its UNIT PAR VALUE balance plus the balance of the
ADJUSTMENT OF 2ND SERIES UNIT PAR VALUE and the 2
ND
SERIES
COMPENSATORY INTERESTS levied up to such date under this Clause V.
CLAUSE VI - SUBSCRIPTION WARRANTS
1. NUMBER
One (1) SUBSCRIPTION WARRANTS shall be issued for the joint subscription of one (1) 1ST
SERIES DEBENTURE and one (1) 2ND SERIES DEBENTURE, pursuant to the provisions in item
3 of Clause III of this INDENTURE, amounting to, accordingly, the issuance of twenty-seven
million, seven hundred and seventy-seven thousand and five hundred (27,777,500)
SUBSCRIPTION WARRANTS.
2. ISSUANCE VALUE
No value shall be attributed to the issuance of the SUBSCRIPTION WARRANTS, as the
SUBSCRIPTION WARRANTS shall be attributed as an additional advantage to the subscribers of
the ISSUANCE.
3. SERIES
The SUBSCRIPTION WARRANTS shall be issued in an only series.
4. EXERCISE PRICE AND NUMBER OF SHARES TO BE SUBSCRIBED
4.1. The exercise price of the SUBSCRIPTION WARRANTS shall be of fourteen Reais and
forty centavos (R$14,40) (the EXERCISE PRICE) for one (1) lot of shares issued by the
COMPANY, composed of one (1) common share and four (4) preferred shares issued by
it (LOT OF SHARES) (equivalent to two Reais and eighty-eight centavos (R$2,88) per
26
common or preferred share), and the LOTS OF SHARES shall be automatically submitted
as UNITS, under articles 6 to 12 of the ISSUER bylaws. The price per share has been
ascertained based on the average of closing quotations of issuance of the ISSUER on the
twenty-one (21) last trading sessions at BM&FBOVESPA preceding 01/03/2014
(11/29/2013 to 01/02/2014), plus a premium of twenty percent (20%).
4.2. As set forth in item 4.1 above, each SUBSCRIPTION WARRANTS shall grant to its
owner, at its sole discretion and at any time until the MATURITY OF THE
SUBSCRIPTION WARRANTS (as defined in item 9 of this Clause VI below), the right to
subscribe one (1) LOT OF SHARES, which shall be exclusively delivered in the form of
one (1) UNIT, pursuant to the procedures described in item 8 below.
4.3. Except as provided for in items 4.4, 4.6, 4.7, 4.8, 4.9, and 4.10 below, a number of
SHARES, LOT OF SHARES or UNITS which the SUBSCRIPTION WARRANTS shall give
right to subscribe shall be fixed and non-adjustable, irrespectively of any adjustment or
compensation provided for in this INDENTURE, SHARE or UNIT price, payment of
EARNINGS, or any other act or fact related to the ISSUER.
4.4. The EXERCISE PRICE and, consequently, a number of SHARES, LOT OF SHARES and
UNITS arising from the exercise of the SUBSCRIPTION WARRANTS shall be
simultaneous on proportionally adjusted whenever there is a bonus, splitting or grouping
of SHARES, at any title, that may occur as of the DATE OF ISSUANCE, without any
burden for the holders of the SUBSCRIPTION WARRANTS and proportionally to such
events. Thus, (i) in case of grouping of SHARES, the EXERCISE PRICE shall be
multiplied by the same ratio regarding the grouping of SHARES; and (ii) in case of splitting
of SHARES or bonus, the EXERCISE PRICE shall be divided by the same ratio regarding
the splitting of SHARES or by the same ratio used for bonus.
4.5. The SHARES and UNITS resulting from the exercise of the right granted by the
SUBSCRIPTION WARRANTS: (i) shall have the same characteristics and conditions and
shall enjoy the same rights and advantages statutorily attributed currently and in the future
to the preferred and common shares issued by the COMPANY and to the UNITS currently
existing; and (ii) shall participate completely on the distribution of the results, which
resolution occurs as of the date of the EXERCISE NOTICE (as established in item 8.1 of
Clause VI below), including dividends and interest on its own capital.
4.6. Until the SUBSCRIPTION WARRANTS MATURITY (as defined in item 9 of this Clause VI
below), if the General Meeting or Board of Directors of the ISSUER decide to issue
debentures convertible into SHARES (NEW ISSUANCE) to public or private
subscription, which conversion price is below the EXERCISE PRICE, each holder of the
SUBSCRIPTION WARRANTS shall have, at its sole discretion and at any time, the right
to exercise the subscription rights resulting from the SUBSCRIPTION WARRANTS
(individually or jointly) at the same conversion price of the NEW ISSUANCE (ANTI-
DILUTIVE EXERCISE PRICE).
4.7. Until the SUBSCRIPTION WARRANTS MATURITY (as defined in item 9 in this Clause VI
below), if the General Meeting or the Board of Directors of the ISSUER decide to issue
new subscription warrants (NEW ISSUANCE) to public or private subscription, which
exercise price is below the EXERCISE PRICE, each holder of the SUBSCRIPTION
WARRANTS shall have, at its sole discretion and at any time, the right to exercise the
subscription rights resulting from the SUBSCRIPTION WARRANTS (individually or jointly)
at the same exercise price of the NEW ISSUANCE (ANTI-DILUTIVE EXERCISE
PRICE).
27
4.8. Until the SUBSCRIPTION WARRANTS MATURITY (as defined in item 9 of this Clause VI
below), if the General Meeting or the Board of Directors of the ISSUER decide to issue
new SHARES (NEW ISSUANCE) to public or private subscription, including capital
increases as a result of corporate reorganizations (mergers and incorporations), which
issuance price is below the EXERCISE PRICE, each holder of the SUBSCRIPTION
WARRANTS shall have, at its sole discretion and at any time, the right to exercise the
subscription rights resulting from the SUBSCRIPTION WARRANTS (individually or jointly)
at the same issuance price of the NEW ISSUANCE (ANTI-DILUTIVE EXERCISE
PRICE).
4.9. In any of the cases of NEW ISSUANCE provided for in items 4.6, 4.7 and 4.8 above, in
case the security under the NEW ISSUANCE has a different composition than the
composition of the UNITS currently provided for in article 8, paragraph two, of the ISSUER
bylaws, each one composed by one (1) common share and four (4) preferred shares, the
determination of the ANTI-DILUTIVE EXERCISE PRICE shall respect the following
criteria:
4.9.1 In case they are the object of the same NEW ISSUANCE of common shares
and preferred shares with different and individual issuance prices, the ANTI-
DILUTIVE EXERCISE PRICE shall correspond to one (1) time the unit price
per common share object of the NEW ISSUANCE plus four (4) times the unit
price per preferred share object of the same NEW ISSUANCE, pursuant to
the formula below:
PEAD = Pord + 4xPpref
Where:
PEAD ANTI-DILUTIVE EXERCISE PRICE
Pord Unit price per common share object of NEW ISSUANCE
Ppref Unit price per preferred share object of NEW ISSUANCE
4.9.2 In case they are subject to a NEW ISSUANCE of only common shares or
only preferred shares, the ANTI-DILUTIVE EXERCISE PRICE shall
correspond to five (5) times the unit price per share subject to the NEW
ISSUANCE;
4.9.3 In case the following are subject to the NEW ISSUANCE, (i) share deposit
certificates with a composition different from the composition of the UNIT
(NEW UNIT); (II) securities convertible into NEW UNIT(S) or in LOTS OF
SHARES with a composition different from the composition of the UNIT
(NEW LOT OF SHARES) or, still, (iii) securities that grant the right to
subscription of NEW UNIT(S) or NEW LOT(S) OF SHARES; the ANTI-
DILUTIVE EXERCISE PRICE shall correspond to five (5) times the result of
the division of the unit value of the NEW UNIT or, as applicable, of the NEW
LOT OF SHARES, by the number of shares, common or preferred, that
integrate it, pursuant to the formula below:
PEAD = 5x[Pnunit/Qshares]
Where:
PEAD ANTI-DILUTIVE EXERCISE PRICE
Pnunit Unit price per NEW UNIT or NEW LOT OF SHARES
Qshares Number of SHARES, preferred and/or common, that are part of the NEW UNIT
or the NEW LOT OF SHARES
28
4.10. Additionally, each holder of SUBSCRIPTION WARRANTS shall have, during the term if
one hundred and eighty (180) days of the Payment date, the right to exercise the
subscription rights arising from the SUBSCRIPTION WARRANTS at the same (i) issuance
price established for any NEW ISSUANCE of SHARES by the ISSUER; (ii) conversion
price established for any NEW ISSUANCE of convertible debentures; or (iii) exercise price
of NEW ISSUANCE of subscription warrants; which has(have) occurred or may occur
within 90 days after April 15, 2014.
5. TIME TO EXERCISE THE SUBSCRIPTION WARRANTS
The SUBSCRIPTION WARRANTS may be exercised beginning on the PAYMENT DATE until the
date of MATURITY OF THE SUBSCRIPTION WARRANTS, at their holders sole discretion.
6. FORM
The SUBSCRIPTION WARRANTS shall be in the book-entry form, and subject to the provisions of
item 9 of Clause III.
7. DATE OF ISSUANCE
The SUBSCRIPTION WARRANTS are issued on April 22, 2014.
8. SUBSCRIPTION AND PAYMENT
8.1. The holders of the SUBSCRIPTION WARRANTS may choose the exercise of their
SUBSCRIPTION WARRANTS until the date of MATURITY OF THE SUBSCRIPTION
WARRANTS, except in days of General Meeting of the Shareholders of the ISSUER and
shall express their intention through an exercise notice to be effected in writing to the
ISSUER (EXERCISE NOTICE), which shall forward the notification through letter filed with
the FIDUCIARY AGENT in the next business day. For all legal effects, the DATE OF
EXERCISE shall be the fifth business day of the receipt of the EXERCISE NOTICE by the
ISSUER (EXERCISE DATE OF SUBSCRIPTION WARRANTS).
8.2 Payment in full of the LOT OF SHARES resulting from the exercise of each
SUBSCRIPTION WARRANTS shall only be made upon payment of one (1) 1
ST
SERIES
DEBENTURE to each SUBSCRIPTION WARRANTS exercised.
8.3 At the EXERCISE DATE OF SUBSCRIPTION WARRANTS, BM&FBOVESPA and/or the
BOOKKEEPING AGENT, as applicable, shall deposit, on the respective account of the
holder of the SUBSCRIPTION WARRANTS exercised, the amount of UNITS that shall be
formed with the LOTS OF SHARES corresponding to the amount of SUBSCRIPTION
WARRANTS exercised, pursuant to its operating procedures. Any expenses related to the
deposit shall be paid by the ISSUER. The taxes related to the deposit shall be paid by the
respective taxpayer.
8.4. In case there are fractions of LOTS OF SHARES resulting from the exercise of the
SUBSCRIPTION WARRANTS carried out based on the items above, the amount
corresponding to such fractions shall be paid in national currency, at the EXERCISE DATE
OF SUBSCRIPTION WARRANTS.
8.5. At the EXERCISE DATE OF SUBSCRIPTION WARRANTS, the ISSUER shall make, to
those who have exercised the SUBSCRIPTION WARRANTS, the pro rata temporis
payment of the ADJUSTMENT OF 1ST SERIES UNIT PAR VALUE and of the 1
st
SERIES
COMPENSATORY INTERESTS payable under items 3 and 4 of Clause IV above, until the
EXERCISE DATE OF SUBSCRIPTION WARRANTS, so that there are no pecuniary
29
obligations overdue and not paid before the holder of the 1
st
SERIES DEBENTURE
submitted as payment, and everything is in compliance with item 5.1 of Clause IV of this
Indenture.
8.6. The increase in the capital of the ISSUER arising from the exercise of SUBSCRIPTION
WARRANTS, pursuant to the form established in item III of article 166 of the BRAZILIAN
CORPORATE LAW and in the ISSUER bylaws, shall be approved in a meeting of its Board
of Directors and filed by the ISSUER with the applicable Commercial Registry within the
term of 30 days after its effectiveness, and its respective receipts shall be forwarded to the
FIDUCIARY AGENT until the end of such term.
8.7. On the EXERCISE DATE OF SUBSCRIPTION WARRANTS, the UNITS shall be made
available to the holders of SUBSCRIPTION WARRANTS that have exercised them under
item 8.3 above. The FIDUCIARY AGENT and the ISSUER are hereby required to take all
necessary measures to the communication and formalization of the exercise of the
SUBSCRIPTION WARRANTS under this INDENTURE. (It being understood that the
FIDUCIARY AGENT shall be responsible for the performance of the legal and regulatory
obligations attributed thereto.)
9. MATURITY
Subject to its terms and conditions, the SUBSCRIPTION WARRANTS shall be valid until the
MATURITY DATE OF 1ST SERIES DEBENTURES or the early maturity in any of the hypotheses
of item 20.1 of Clause III (SUBSCRIPTION WARRANTS MATURITY).
10. TRADING
The SUBSCRIPTION WARRANTS issued herein by the ISSUER may not be traded separately
from the 1ST SERIES DEBENTURES and vice-versa, as, under item 8.2 of this Clause VI, the
payment of the shares arising from the exercise of the SUBSCRIPTION WARRANTS may only be
made through payment of one (1) 1ST SERIES DEBENTURE.CLAUSE VII - FIDUCIARY AGENT
1. APPOINTMENT
The ISSUER constitutes and appoints as FIDUCIARY AGENT of this ISSUANCE the
PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS, qualified on
preamble of this INDENTURE hereby and pursuant to the best law, accepts the appointment for,
pursuant to law and to this Indenture, to declare the sharing of the Debenture-holders, stating that:
a) there is not, under penalties of law, any legal restraint, pursuant to paragraph 3
of the article 66 of BRAZILIAN CORPORATE LAW, in CVM Instruction No 28, of
November 23, 1983, as amended, or in the event of change, the rules which may
substitute them, in order to perform the duty in which is granted;
b) accepts its granted duty, fully assuming the established duties and attributions set
forth on the specific legislation and in this INDENTURE;
c) acknowledges the applicable regulation issued by Brazilian Central Bank, CVM
and other proper authorities;
d) was verified the veracity of the information contained in this INDENTURE,
procured to cure to the omissions, faults and defects as acknowledged;
e) fully accepts this INDENTURE and all its terms and conditions;
30
f) is a financial institution, being duly constituted, organized and existing pursuant
to the Brazilian laws;
g) is duly authorized to execute this INDENTURE and to comply with its obligations
set forth herein, being satisfied all required legal requirements and statutory
therefore;
j) the execution of this INDENTURE and the performance of its obligations set forth
herein do not violate any of the obligations previously undertaken by the
FIDUCIARY AGENT;
k) this INDENTURE constitutes of valid and effective FIDUCIARY AGENT's obligation, being
enforceable pursuant to its terms;
l) on the date of execution of this INDENTURE, pursuant to the organizational chart
forwarded by the ISSUER, the FIDUCIARY AGENT identified that it provides
services of FIDUCIARY AGENT in the sixth (6
th
) issuance of subordinated
debentures mandatorily convertible into shares for private subscription by the
ISSUER (6
TH
Issuance by the ISSUER), with maturity on January 8, 2019, in
which twenty-seven thousand and two hundred (27,200) debentures were issued
on the DATE OF ISSUANCE in the amount of one billion, seven hundred million
Reais (R$1,700,000,000.00). No anticipated event of redemption, amortization
conversion, renegotiation and/or default was verified until this date. On the date
of issuance, the debentures of the 6
th
Issuance by the ISSUER do not have
guarantees, as provided for in the indenture of issuance.
2. TERM OF OFFICE
The FIDUCIARY AGENT will initiate the exercise of his duties on the date of the present
INDENTURE or any amendment concerning the replacement, and must remain in the exercise of
their duties until the actual replacement or full settlement of its obligations under this INDENTURE.
3 REPLACEMENT.
3.1. In the events of absence, temporary restraints, resignation, intervention, judicial or
extrajudicial settlement, bankruptcy or any other occurrence of vacancy, a General
DEBENTURE-HOLDERS Meeting shall be held within the maximum term of thirty (30)
days of the event that determines it in order to choose the new FIDUCIARY AGENT,
which may be called by the FIDUCIARY AGENT itself, to be replaced by the ISSUER or
by the DEBENTURE-HOLDERS representing at least 10% (ten percent) of the
outstanding DEBENTURES. If the call notice does not occur within fifteen (15) days
before the end of the abovementioned term, the ISSUER shall be responsible for
delivering it, within a fifteen (15)-day term for the first call notice and a eight (8)-day term
for the second call notice, it being understood that the ISSUER may appoint a temporary
alternate while the process of choosing the new FIDUCIARY AGENT is not
consummated.
3.2. In the event the FIDUCIARY AGENT will not be able to continue performing his duties by
supervening circumstances of this INDENTURE, shall immediately report the fact to
DEBENTURE HOLDERS, requesting his replacement.
3.3. It is made available to DEBENTURE-HOLDERS, after the closing date for the distribution
of the DEBENTUREs, to proceed with the replacement of the FIDUCIARY AGENT, and
the appointment of his substitute, in a meeting of each one of the series specifically
convened for this purpose.
31
3.4. The replacement of the FIDUCIARY AGENT shall be subject to an amendment to this
INDENTURE, which must be filed at JUCESP
3.5. In any replacement event, the compensation of the new FIDUCIARY AGENT shall comply
with the limits established in item 7.1 below.
4. DUTIES
In addition to other duties set forth by law, are duties and assignments of the FIDUCIARY AGENT:
a) to protect the rights and interests of the DEBENTURE-HOLDERS, employing, in
exercising of the function, the care and diligence that any active and trustworthy
man uses in managing his own property;
b) to resign to the function, in the event of occurrence of conflicts of interest or any other
type of disability;
c) keep carefully every bookkeeping, correspondence and other documents related to the
exercise of its functions;
d) verify, when accepting the duties, the accuracy of the information included in this
INDENTURE, and undertake all measures to resolve omissions, failures or
defects detected;
e) to promote, with the competent bodies, in case the ISSUER does not do so, the
registration of the amendments to this INDENTURE, curing any gaps and
irregularities possibly existing therein. In this case, the registry officer shall notify
the ISSUER management to receive the guidance and documents required
without prejudice to the occurrence of failure by the ISSUER to perform its non-
monetary obligation.
f) to monitor the observance of the periodicity in the provision of mandatory information,
alerting the DEBENTURE-HOLDERS about eventual omissions and untruths of
such known information;
g) to request, when deemed necessary for the faithful performance of their duties, the
civil distributors updated certificates, of the Public Treasury, protest notaries,
Boards of Conciliation and Judgment, Prosecutor of the Treasury, where is
located the headquarter of the ISSUER;
h) to call, when necessary, the General DEBENTURE-HOLDERS Meeting through
an announcement published at least three (3) times in the press bodies set forth
in item 22 of Clause III above;
j) attend to the DEBENTURE-HOLDERS general meeting in order to provide the
information requested;
j) to prepare an annual report intended to the DEBENTURE-HOLDERS, under
Article 68, Paragraph 1, item b of the BRAZILIAN CORPORATE LAW. For
preparation of such report, the ISSUER undertakes to send the organizational
chart of its corporate group, which shall include, among other things, the
controlling shareholders, subsidiaries, companies under common control,
affiliates, and companies which are members of the Issuers controlling group, as
32
applicable, in the closure of each fiscal year, all corporate acts, financial data and
other information and/or documents required for preparation of the report that
may be reasonably requested by the FIDUCIARY AGENT, which shall be duly
forwarded by the ISSUER until the maximum term of thirty (30) days before the
end of the term for providing the report. The report shall include, at least, the
information below:
a) possible omission or known untruth, included in the information disclosed by
the ISSUER or, also, default or delay on the mandatory disclosure of
information by the ISSUER;
(b) statutory changes occurred during the period;
(c) comments about the financial statements of the ISSUER, focusing on
the economic and financial indicators and the capital structure of the
ISSUER;
d) position of the distribution or placement of DEBENTURES in the market;
(e) amortization of the UNIT PAR VALUE of the 2ND SERIES
DEBENTURES, payment and renegotiation, as the case may be, of the
COMPENSATORY INTERESTS of the DEBENTURES during the
period, as well as acquisitions and sales of DEBENTURES by the
ISSUER;
f) monitoring of the allocation of proceeds collected through ISSUANCE,
according to the information obtained with the managers of the ISSUER;
(g) list of the properties and amounts delivered to its management;
(h) fulfillment of other obligations undertaken by the ISSUER in this
INDENTURE; and
(i) a statement about his competence to continue serving as a FIDUCIARY
AGENT.
k) to deliver the report mentioned in item "j" above to Debenture-Holders not later than 4
(four) months from the close of the fiscal year of the Issuer, and for a period of at
least 3 (three) months, at least in following locations:
(i) at the offices of the ISSUER, and
(ii) in his office, although it is available on the website of the FIDUCIARY
AGENT.
J) to exercise all rights and prerogatives available to DEBENTURE-HOLDERS and the
FIDUCIARY AGENT set forth in this INDENTURE and the documents attached
thereto, unless such rights and privileges are waived in the DEBENTURE-
HOLDERS general meeting of both series convened for this purpose, in that
DEBENTURE-HOLDERS represent all of the outstanding DEBENTURES,
including, without limitation, sending and forwarding all notices and
communications set forth there;
33
m) to keep the list of the DEBENTURE-HOLDERS and their addresses updated,
upon, among other things, managements with the ISSUER and the
BOOKKEEPING AGENT, provided that, for purposes of compliance with the
provisions in this item, the ISSUER and the DEBENTURE-HOLDERS, as soon
as they subscribe for, pay-up or acquire the DEBENTURES, hereby expressly
authorize the BOOKKEEPING AGENT to disclose, at any time, the position of the
DEBENTURES, as well as the list of the DEBENTURE-HOLDERS;
n) to monitor compliance with the clauses of this INDENTURE, and
o) To notify the DEBENTURE-HOLDERS, individually if possible, within sixty (60) days of
any default by the Issuer, the obligations undertaken in this INDENTURE,
indicating the place in which will provide further information interested.
If that is not possible, the FIDUCIARY AGENT shall notify the DEBENTURE-HOLDERS
through Notice to the Debenture-holders to be published in the newspapers set
forth in item 22 of Clause III above;
p) to inform to the DEBENTURE-HOLDERS the calculation of the EXERCISE
PRICE adjusted in compliance with items 4.3 through 4.10 of Clause VI above
immediately after the occurrence of the events provided for in such items; and
q) to make the par value of the DEBENTURES available, as calculated by the
ISSUER, providing it to the DEBENTURE-HOLDERS and to the others
participating in the market, through its call center and/or its website.
5. SPECIFIC DUTIES
5.1 Subject to the provisions of item 5.2 below, the FIDUCIARY AGENT will use any judicial
or extrajudicial proceedings against the ISSUER, to protect and defend the interests of the
communion of the DEBENTURE-HOLDERS and the realization of their claims, having to,
in the event of default of the ISSUER:
a) to declare under the terms of this INDENTURE, early maturity of the DEBENTURES,
and charge its principal and accessories, and
b) to take any measure required for realization of the credits of the DEBENTURE-
HOLDERS, under this INDENTURE.
5.2 Any judicial or extrajudicial measure to be taken by the FIDUCIARY AGENT against the
ISSUER, under item 5.1 above, will depend on the prior approval of the DEBENTURE-
HOLDERS in a General Meeting especially called for this purpose.
6. LIABILITY
6.1. The FIDUCIARY AGENT shall only be exempted from the responsibility for not adopting the
measures contemplated in items a and b of item 5.1 above, pursuant to the provisions in
item 5.2 above, if, upon the General DEBENTURE-HOLDERS Meeting is called, it so
authorized by resolution of DEBENTURE-HOLDERS representing all outstanding
DEBENTURES.
6.2. The FIDUCIARY AGENT shall not issue any type of opinion or make any judgment about
the orientation on any fact of the issuance that is able to be defined by the DEBENTURE-
HOLDERS, and the FIDUCIARY AGENT undertakes to only act in compliance with
instructions conveyed by the DEBENTURE-HOLDERS. In this regard, the FIDUCIARY
AGENT does not have any responsibility for the result or for the legal effects resulting from
34
the strict compliance with DEBENTURE-HOLDERS guidelines conveyed to the FIDUCIARY
AGENT as defined by the DEBENTURE-HOLDERS and rendered before the ISSUER,
regardless of any losses that the DEBENTURE-HOLDERS or the ISSUER may incur as a
result of such compliance. The FIDUCIARY AGENT acts within the scope of CVM
Instruction No. 28, as amended, and of the applicable articles of the BRAZILIAN
CORPORATE LAW, being exempted, under any form or pretext, from any additional
responsibility that did not result from the applicable law.
6.3. Without prejudice to the duty of diligence of the FIDUCIARY AGENT, it shall represent that
the original documents or certified copies of documents forwarded by the ISSUER or third
parties at its request were not subject to fraud or forgery. The FIDUCIARY AGENT shall not
be, in any case, responsible for the preparation of corporate documents of the ISSUER,
and the preparation of such documents remains as a legal and regulatory obligation of the
ISSUER, in the terms of the applicable law.
6.4. The acts or manifestations by the FIDUCIARY AGENT that create responsibility for the
DEBENTURE-HOLDERS and/or hold third parties harmless from obligations to them, as
well as those related to the proper performance of the obligations undertaken herein shall
only be effective when so previously resolved by the DEBENTURE-HOLDERS in the
General Meeting.
7. COMPENSATION OF THE FIDUCIARY AGENT
7.1. Shall be payable by the ISSUER to the FIDUCIARY AGENT, or an institution that may
replace him in this capacity, under item 3.5 above, for fees for the performance of the
duties and responsibilities incumbent on it, pursuant to the law and this INDENTURE, a
remuneration to be paid as follows
a) annual installments of eighteen thousand Reais (R$18,000.00) each, and the first
installment is due on the fifth (5
th
) business day after the execution of this
INDENTURE and the remaining ones on the same date of the subsequent years;
b) The compensation shall be payable even after maturity of the DEBENTURES in
case the FIDUCIARY AGENT is still working on the collection of defaults not
remedied by the ISSUER and provided that such payment is not made together
with such annual installment;
c) In case of default in the payment of any amount payable as a result of this
compensation, the overdue debts shall be subject to contractual default interest
of two percent (2%) on the outstanding debt, as well as default interest of one
percent (1%) per month, being the outstanding debt overdue subject to monetary
restatement by the IGP-M/FGV, applicable from the date of default to the date of
the actual payment, calculated pro rata die;
Such installments will be annually adjusted by the accumulated variation of the IGP-
M/FGV, or in its absence, by the official index that may replace it, as from the
date of execution of the INDENTURE to the dates of payment of each
installment, calculated on a pro-rata die basis.
e) The installments shall be plus (i) Taxes Over Services of any Nature (ISS); (ii)
Social Integration Program (PIS); (iii) Social Security Financing Contribution
(COFINS); and (iv) any other taxes that may be levied on the compensation of
the FIDUCIARY AGENT, except for the income taxes (IR) and social contribution
on net profits (CSLL), at the rates effective on the dates of each payment.
35
8. EXPENSES.
8.1. The ISSUER shall indemnify the FIDUCIARY AGENT for all expenses he has incurred
reasonable and proven to protect the rights and interests of the DEBENTURE-HOLDERS
or to make their claims.
8.2. The costs referred to in this item will consist, including the following:
a) disclosure of reports, notices and communications, as set forth in this INDENTURE,
and other requested by the applicable regulations;
b) travel expenses, lodging, transportation and food, when acting as FIDUCIARY
AGENT;
c) extraction of certificates, when acting as FIDUCIARY AGENT; and
d) in the event of any additional or specific surveys and expertise which are
indispensable, if there are omissions and/or ambiguities in the information
pertinent to the strict interests of the DEBENTURE-HOLDERS;.
8.3. The reimbursement, referred to in this item, shall be made within the term of ten (10)
business days of delivery to the ISSUER of a copy of the documents supporting the
expenses reasonably and effectively made and required for the protection of the rights of
the holders of the DEBENTURES.
8.4. The FIDUCIARY AGENT may, in case of default by the ISSUER in the payment of the
expenses referred to in the items above for a period longer than thirty (30) days, request to
the DEBENTURE-HOLDERS an advance to the payment of reasonable expenses with
legal, judicial or administrative procedures that the FIDUCIARY AGENT may incur to
safeguard the DEBENTURE-HOLDERS interests, expenses which shall be previously
approved and advanced by the DEBENTURE-HOLDERS, in the proportion of their credits,
and subsequently reimbursed by the ISSUER, provided that the expenses to be advanced
by the DEBENTURE-HOLDERS, in the proportion of their credits, (a) include expenditures
with third-party attorneys fees, deposits, costs and judicial fees in the suits proposed by the
FIDUCIARY AGENT or arising from suits against it proposed in the exercise of its function,
or that even cause losses or financial risks, as representative of the DEBENTURE-
HOLDERS; the eventual expenses, deposits and court costs arising from loss in lawsuits
shall be equally incurred by the DEBENTURE-HOLDERS, as well as their compensation,
and the FIDUCIARY AGENT may request an advance to the DEBENTURE-HOLDERS for
coverage of the loss of suit determined in court, it being understood that the resources shall
be timely provided so that there is no possibility of failure to comply with a judicial order by
this FIDUCIARY AGENT; and (b) the DEBENTURE-HOLDERS prevented by virtue of law
from doing so are excluded, and the other DEBENTURE-HOLDERS shall divide the
expenses in the proportion of their credits, and it is hereby stipulated that there will be
subsequent reimbursement to the DEBENTURE-HOLDERS that made the division in a
proportion in excess of the proportion of their credits, as of the eventual receipt of funds by
those DEBENTURE-HOLDERS who were prevented from dividing expenses related to their
interest and the credit of the FIDUCIARY AGENT for expenses incurred to protect rights
and interests or to realize credits of the DEBENTURE-HOLDERS that have not being paid
pursuant to item 8.3 above, to be added to the ISSUER's debt, with preference over those
in the payment order.
CLAUSE VIII - DEBENTURE-HOLDERS GENERAL MEETING
36
The owners of DEBENTURES of each series will meet at any time in general meeting, on the
purpose of resolving on matters of interest to the communion of their respective DEBENTURE-
HOLDERS.
When the matter concerns only one of the series, the meeting shall only involve the agreement
between the DEBENTURES-HOLDERS of the relevant series.
1. CALL NOTICE:
The meeting may be convened by the ISSUER, the FIDUCIARY AGENT and DEBENTURE-
HOLDERS representing 10% (ten percent), at least, of the outstanding DEBENTURES. Any
proposed modifications under the DEBENTURES shall be made exclusively by the COMPANY.
2. INSTALLATION AND RESOLUTION
2.1 The general meeting shall be held with the quorum provided for in article 71, paragraph
three of the BRAZILIAN CORPORATE LAW and it shall resolve on the vote of the
DEBENTURE-HOLDERS representing at least fifty percent (50%) plus one (1) of the
outstanding DEBENTURES.
2.2 In the resolutions of the meeting, each DEBENTURE shall entitle right to one vote,
accepting the constitution of proxies, pursuant to the provisions in paragraphs 1 and 2 of
article 126 of the BRAZILIAN CORPORATE LAW.
2.3 Except for the provisions to the contrary in this INDENTURE, any modifications to the
terms of the DEBENTURES subject matter of this issuance will depend on the approval of
DEBENTURE-HOLDERS representing at least fifty percent (50%) plus one (1)
DEBENTURE of the outstanding DEBENTURES of each series.
2.4 For purposes of constituting the quorum referred to in this Clause, the DEBENTURES
eventually held by the ISSUER shall be excluded from the number of outstanding
DEBENTURES.
2.5. The DEFAULT DECLARATION FOR EARLY MATURITY of the DEBENTURES shall be
discussed in the General DEBENTURE-HOLDERS Meetings of each series, to be held
separately, pursuant to item 20.2 of Clause III above. The EARLY MATURITY of each
series of the DEBENTURES will depend on the approval of the DEBENTURE-HOLDERS
representing at least two thirds (2/3) of the DEBENTURES of the relevant outstanding
series on the date of the relevant resolution and shall not entail the EARLY MATURITY of
the DEBENTURES of other series.
CLAUSE IX REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE
GUARANTOR
9.1. The ISSUER represents and warrants to the DEBENTURE-HOLDERS that, on the date of
execution of this INDENTURE, as well as on the DATE OF ISSUANCE:
a) is a company validly constituted and functioning pursuant to the law of joint stock
companies in force;
b) for the execution of this INDENTURE and assumption and performance of the
obligations resulting therefrom, all permits of its deliberative and executive bodies
(Board of Directors and Board of Executive Officers) were obtained, and no
37
resolution of its General Shareholders Meeting and no previous resolution of its
shareholders are mandatory or necessary therefor as a result of shareholders
agreements eventually filed in its principal place of business;
c) the legal representatives who sign this INDENTURE have statutory powers to
undertake, on behalf of the ISSUER, the obligations set out here, and, as the
FIDUCIARY AGENTS have the powers granted legitimately, with their mandate
in full force;
d) their economic, financial and property situation, reflected in the financial statements
required by corporate law until the date on which this statement is made, has not
experienced any significant change that can adversely affect the performance of
its obligations under this INDENTURE;
e) no evidence of any issue or drawn against each other which have been filed to
protest or that have been protested, which the unit value or aggregate, is equal to
or greater than R$ 100,000,000.00 (one hundred million), except for those
submitted to protest, have been the subject of litigation, with reasonable grounds
of law, restraining injunction of protest followed, as applicable, the respective
principal action;
f) the execution of this INDENTURE and the underwriting and fulfillment of
obligations arising from it do not lead, directly or indirectly, the breach, in whole or
in part of, (i) any contracts of any nature, entered into before the date of signing
this INDENTURE, including the ISSUER is a party or to which they are linked in
any capacity, either corporeal goods, immaterial, tangible, intangible, movable or
immovable of his property, (ii) any law or regulation to which the ISSUER or any
of tangible goods, intangible, tangible, intangible, movable or immovable property
of his subject, and (iii) any order, decision, although preliminary, judicial or
administrative proceedings affecting the Issuer or any of corporeal goods,
immaterial, tangible, intangible, movable or immovable of his property;
g) this INDENTURE constitutes legal obligation, valid and binding of the ISSUER,
enforceable pursuant to its terms and conditions, and the non-cash payments
and obligations set forth in this INDENTURE are not subject to any debt of the
ISSUER, save preference money order in the event of liquidation of the ISSUER,
and
h) already obtained all material permits and licenses (including environmental)
required by federal, state, and municipal authorities to exercise its activities until
then, including licenses and/or permits regarding the environment, being all of
them effective.
9.2. The GUARANTOR represents and warrants to the DEBENTURE-HOLDERS that, on the
date of execution of this INDENTURE, as well as on the DATE OF ISSUANCE:
a) is a collective name corporation duly organized and existing under the Brazilian
laws;
b) is duly authorized and obtained all licenses and permits, including the corporate
ones, required for granting the GUARANTEE and performing its obligations set
forth herein, meeting all legal and statutory requirements necessary therefor;
38
c) the GUARANTEE's legal representatives signing this INDENTURE have statutory
and/or granted powers to incur, on its behalf, the obligations established and, as
such, have the lawfully granted powers in full force;
i) the grant and execution, of the GUARANTOR, of this INDENTURE and the
underwriting and fulfillment of obligations arising from it do not lead, directly or
indirectly, the failure to perform, in whole or in part , (i) any contracts of any
nature, entered into before the date of signing this INDENTURE, including the
GUARANTOR is a party or to which they are linked in any capacity, either
corporeal goods, immaterial, tangible, intangible, movable or immovable of his
property, (ii) any law or regulation to which the GUARANTOR or any of tangible
goods, intangible, tangible, intangible, movable or immovable property of his
subject, and (iii) any order, decision, although preliminary, judicial or
administrative proceedings affecting the GUARANTOR or any of corporeal
goods, immaterial, tangible, intangible, movable or immovable of his property;
j) the GUARANTEE constitutes a legal, valid, and binding obligation of the
GUARANTOR, enforceable pursuant to the terms and conditions in this
INDENTURE.
9.3. The ISSUER and the GUARANTOR undertake to notify, within ten (10) business days, the
DEBENTURE-HOLDERS and the FIDUCIARY AGENT in case any of the representations
herein become fully or partially untrue, incomplete, or incorrect.
CLAUSE X NOTICES
The notices to be sent pursuant to this INDENTURE, if made by facsimile or electronic mail shall
be deemed received on the date of its posting, since its receipt is acknowledged by a call sign
(receipt issued by the machine used by the sender, upon confirmation by phone), and the originals
are sent within 5 (five) business days after sending the message if made by mail, the notices shall
be deemed given when received by protocol or "return receipt" issued by Mail or telegram, on the
address of the following qualifications:
To the ISSUER:
KLABIN S.A
Avenida Brigadeiro Faria Lima, 3.600
So Paulo SP
At.: Antonio Sergio Alfano
Tel: (11) 3046-8401
Fax: 11) 3046-5833
E-mail: invest@klabin.com.br
To the FIDUCIARY AGENT:
PENTGONO S.A. DISTRIBUIDORA DE TTULOS E VALORES MOBILIRIOS
Avenida das Amricas, 4.200, bloco 04, office 514
22640-102, So Paulo, SP
At.: Sras. Nathalia Machado Loureiro, Marcelle Motta Santoro and Sr. Marco Aurlio
Ferreira
Tel: (21) 3385-4565
39
Fax: (21) 3385-4046
E-mail: backoffice@pentagonoFIDUCIARY AGENT.com.br
To the GUARANTOR:
KLABIN IRMOS & CIA
Avenida Brigadeiro Faria Lima, n 3.600, 5th floor
So Paulo - SP
CEP 04538-132
Tel.: (11) 3046-5766 Facsimile: (11) 3046-5875
E-mail: fjsilva@klabin.com.br
At.: Sr. Fernando Jos da Silva
CLAUSE XI GENERAL PROVISION
It is understood that any amendment to this INDENTURE, in addition to the approval set forth in
item 2.3 of Clause VIII above, will depend on the consent and signature of the GUARANTOR and
the remaining PARTIES.
CLAUSE XII - JURISDICTION
It is chosen as jurisdiction to settle any dispute arising from this INDENTURE, the forum of the
district's Capital of Rio de Janeiro, State of Rio de Janeiro, expressly waiving any other, no more
special or privileged they may be.
The PARTIES execute this INDENTURE, in 3 (three) counterparts, same in format and content, in
the presence of 2 (two) witnesses.
So Paulo, April 22, 2014.
(Signatures follow on the pages below.)
40
PAGE 1/4 OF SIGNATURES OF THE KLABIN S.A PRIVATE INSTRUMENT OF INDENTURE OF
THE 7TH ISSUANCE OF SIMPLE DEBENTURES, WITH PERSONAL GUARANTEE, COMBINED
WITH SUBSCRIPTION WARRANTS.
KLABIN S.A.
______________________________
Name:
Position:
______________________________
Name:
Position:
41
PAGE 2/4 OF SIGNATURES OF THE KLABIN S.A PRIVATE INSTRUMENT OF INDENTURE OF
THE 7TH ISSUANCE OF SIMPLE DEBENTURES, WITH PERSONAL GUARANTEE, COMBINED
WITH SUBSCRIPTION WARRANTS.
Pentgono S.A. Distribuidora de Ttulos e Securities
______________________________
Name:
Position:
______________________________
Name:
Position:
42
PAGE 3/4 OF SIGNATURES OF THE KLABIN S.A PRIVATE INSTRUMENT OF INDENTURE OF
THE 7TH ISSUANCE OF SIMPLE DEBENTURES, WITH PERSONAL GUARANTEE, COMBINED
WITH SUBSCRIPTION WARRANTS.
KLABIN IRMOS & CIA.
______________________________
Name:
Position:
______________________________
Name:
Position:
43
PAGE 4/4 OF SIGNATURES OF THE KLABIN S.A PRIVATE INSTRUMENT OF INDENTURE OF
THE 7TH ISSUANCE OF SIMPLE DEBENTURES, WITH PERSONAL GUARANTEE, COMBINED
WITH SUBSCRIPTION WARRANTS.
Witnesses:
______________________________ ______________________________
Name: Name
C.P.F.: C.P.F.:
44
EXHIBIT I TO THE INDENTURE
PROVISIONS APPLICABLE TO THE BNDES AGREEMENTS
45
EXHIBIT 2 TO THE INDENTURE
SUBSCRIPTION WARRANTS OF ISSUANCE OF KLABIN S.A., ATTRIBUTED TO THE KLABIN
S.A. 7
th
PRIVATE ISSUANCE OF SIMPLE DEBENTURES, WITH PERSONAL GUARANTEE,
COMBINED WITH SUBSCRIPTION WARRANTS.