Lupatech S.A. (LUPAY: OTC Link) | Minutes of the Meeting of the Board of Directors

Minutes of the Meeting of the Board of Directors

Sep 09, 2011

OTC Disclosure News Service

Sao Paulo, Brazil –

Lupatech S.A.

NationalDirectory of Legal Entities [CNPJ/MF] Number 89.463.822/0001-12
CorporateRegistry [NIRE] Number 43.3.0002853-4
PublicCompany of Authorized Capital – New Market

 

Minutesof the Meeting of the Board of Directors 18/2011

1.         DATE, TIME AND PLACE: Held on September 8th,2011, at 6:00 p.m., at the registered office of the Company, in the City ofCaxias do Sul, State of Rio Grande do Sul, at Rua Dalton Lahn dos Reis, no.201, Distrito Industrial.

2.         NOTICE OF CALL AND ATTENDANCE: Themembers of the Board of Directors were duly notified, according to theprovisions set forth in the Article 22 of the Company’s Bylaws. All members ofthe Board of Directors attended and, considering that the provisions set forthin the Article 22, Paragraph 3 of the Company’s Bylaws were met, the meetingwas opened.

3.         BOARD:Chairman: Nestor Perini; Secretary: Jean Matana Moreira.

4.         AGENDAAND DECISIONS: After analysis of the documents relevant to the matter underdiscussion, according to the provisions set forth in the Article 142 of theCorporation Law and the Company’s Bylaws, the Board of Directors unanimouslydecided without any restrictions:

(a) to approve theterms and conditions of the 1st Amendment to the Financing Contractthrough the Opening of Line of Credit number 09.2.0348.1 and the 1stAmendment to the Financing Contract through the Opening of Line of Creditnumber 09.2.0350.1, accordingto Decision of BNDES Executive Board number 664/2011, to be executed by theCompany; and the encumbrance, by means of 2nd, 3rd, 4thand 5th degree mortgages as guarantee for the Financing Contractsthrough the Opening of Line of Credit numbers 09.2.0350.1,09.2.0349.1, 09.2.0352.1 and 09.2.0351.1, of: (i) real estate registered under number 20.633with the Registry of Titles to Realty of the Circuit Court of Americana, Stateof São Paulo, which belongs to its unit MNA – Nova Odessa; and (ii) real estateregistered under number 65.246 with the Registry of Titles to Realty of theCircuit Court of Jacareí, State of São Paulo, which belongs to its unitMetalúrgica Ipê. In addition to the land, the mortgages hereby approved shallinclude all buildings, facilities, machines, pieces of equipment and any otheraccessions incorporated to the real estate, with exception of the machines andpieces of equipment encumbered on behalf of FINAME and BNDES and the assetsobject of fiduciary property, according to description set forth in theFinancing Contract through the Opening of Line of Credit number 09.2.0348.1;(b) to approve the terms and conditions of the 2nd Amendment to theFinancing Contract through the Opening of Line of Credit number 09.2.0349.1, the 1st Amendment tothe Financing Contract through the Opening of Line of Credit number 09.2.0352.1 and the 1st Amendmentto the Financing Contract through the Opening of Line of Credit number  09.2.0351.1, according to the Decision ofBNDES Executive Board number 664/2011, to be executed by Lupatech – Equipamentos e Serviços paraPetróleo Ltda., Stellinject – Injeção de Aços Ltda. and Mipel Indústria eComércio de Válvulas Ltda., correspondingly, and by the Company, as InterveningGuarantor of the obligations taken on by its controlled companies; and (c) toapprove the terms and conditions of the 2nd Amendment to the FinancingContract through the Opening of Line of Credit number 09.2.0348.1, the 2ndAmendment to the Financing Contract through the Opening of Line of Creditnumber 09.2.0350.1; the 3rdAmendment to the Financing Contract through the Opening of Line ofCredit number 09.2.0349.1, the 2ndAmendment to the Financing Contract through the Opening of Line ofCredit number 09.2.0352.1, and the 2ndAmendment to the Financing Contract through the Opening of Line ofCredit number 09.2.0351.1, accordingto Decision of BNDES Executive Board number 664/2011, to be executed by theCompany, Lupatech – Equipamentos eServiços para Petróleo Ltda., Stellinject – Injeção de Aços Ltda. and MipelIndústria e Comércio de Válvulas Ltda., correspondingly, in addition to theencumbrance by means of sharing of fiduciary property of the pieces ofequipment described in the subsections IV and V of the Clause Thirteen of the FinancingContract through the Opening of Line of Credit number 09.2.0348.1, in order toguarantee the Financing Contracts through the Opening of Line of Creditnumber 9.2.0349.1, 09.2.0350.1, 09.2.0351.1 and 09.2.0352.1.

5.             CLOSING: Considering therewas nothing further to be discussed, the Meeting was closed. These Minutes wererecorded, and, after being read and deemed correct, they were signed by all.

6.               Caxias do Sul, State of Rio Grande do Sul,September 8th, 2011. Nestor Perini, Chairman; Jean Matana Moreira,Secretary. Attending Directors: Nestor Perini, Wilson Santarosa, Luis CarlosFernandes Afonso, Clovis Benoni Meurer, José Mauro Mettrau Carneiro da Cunha,Carlos Eduardo Sardenberg Bellot and José Teófilo Abu Jamra (deputy).

 This documentconstitutes faithful copy of the minutes recorded in proper book.

 

                                        ______________________________

Secretary

The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

Article source: http://www.otcmarkets.com/stock/LUPAY/news?id=35510

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