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Minutes of Board of Directors’ Meeting - Viracopos loan approval

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TPI - Triunfo Participações e Investimentos S.A.
(the "Company" or "TPI")
NIRE NR. 35.300.159.845
CNPJ NR. 03.014.553/0001-91

Minutes of the Meeting of the Board of Directors

 
DATE AND PLACE: Held at 10:00 A.M. on April 29, 2013, at the Company's headquarters located in the City of São Paulo, State of Sao Paulo, at Rua Olimpíadas, Nr. 205, suite 142/143, Vila Olimpia, CEP 04551-000.

CALL AND ATTENDANCE: Waived the call by virtue of the presence of all the members of the Board of Directors of the Company, in accordance with the sole paragraph of article 14 of the Bylaws of the Company.

COMPOSITION OF THE CHAIR: Mr. Luiz Fernando Wolff de Carvalho presided the Meeting, and I, Paula Paulozzi Villar, performed as secretary of the works.

AGENDA: Hiring by Aeroportos Brasil Viracopos S.A. ("Concessionaire") of financial operation with Banco Nacional de Desenvolvimento Economico e Social ("BNDES") in the amount of R$ 1,192,137,000.00 (one billion, one hundred ninety-two million and one hundred and thirty-seven thousand reais) ("the Bridge Loan"), and approval of the signing, granting, and execution by the Company, of guarantee instruments in favor of the financial institutions providing bank guarantees in favor of the Concessionaire under the Bridge Loan ("Guarantors"), as well as other documents to be executed under the Bridge Loan, which include (without limitation): (i) approval of the execution by the Company, of Pledge Agreement of Shares and Other Covenants, to be signed by the shareholders of the company Aeroportos Brasil S.A. ("Aeroportos Brasil") with the Guarantors and the other intervening parties , in order to pledge on behalf of the Guarantors the total shares issued by Aeroportos Brasil held by the Company ("Pledge Agreement of Airport Brasil Shares"); (ii) approval of the execution by the Company, as intervener of the Support Agreement to Shareholders for Coverage of Gaps and Other Covenants (Equity Support Agreement), to be signed by the shareholders of the Concessionaire other intervening parties ("ESA"), and (iii) ratify the acts of the executive board of the Company regarding the Bridge Loan, and against guarantees given by the Company.


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30 April 2013