TRISUL S.A.
C.N.P.J. / M.F. [Brazilian National Register of Legal Entities] nº 08.811.643/0001-27
N.I.R.E. [Company Registration Number]: 35.300.341.627
Publicly-held Company
MINUTES OF THE GENERAL DEBENTUREHOLDERS’ MEETING OF TRISUL S.A.’s FIRST
PUBLIC OFFERING FOR THE DISTRIBUTION OF SIMPLE, UNSECURED DEBENTURES,
NOT CONVERTIBLE INTO SHARES, IN A SINGLE TRANCHE AND ON A FIRM
GUARANTEE BASIS
DATE, TIME AND VENUE: July 20st, 2009, at 5:30 pm, at the Company‟s headquarters located at
Avenida Paulista, no. 37, 15th floor, Bairro Paraíso, Zip Code 01311-902, in the city and state of
São Paulo.
CALL AND PUBLICATIONS: The debentureholders of the First Public Issue of Debentures of Trisul
S.A. (“Trisul” or “Company”) were duly called through a call notice published in the July 3rd, 4th
and 7th, 2009 editions of the Official Gazette of the State of São Paulo and in the newspaper „O
Estado de São Paulo‟.
ATTENDANCE: The meeting was attended by debentureholders of 100% (one hundred per cent)
of the Company‟s 1st issue of debentures in circulation, as per the signatures in the
Debentureholders' Attendance Register. Also present was Mrs. Nathalia Machado Loureiro,
representative of Pentágono S/A DTVM, which is the fiduciary agent of Trisul S.A.‟s debentures
from its 1st Debenture Issue (“Issue”), as well as the Company's representatives.
OFFICERS OF THE MEETING: Chairman: Mr. Milton Bueno da Silva; Secretary: Mrs. Nathalia
Machado Loureiro.
AGENDA: (i) to resolve on the proposal of the Issuer, which is to issue new debentures
pursuant to the Resolution of the Governing Council of the Government Severance Indemnity
Fund (FGTS), published in the Diário Oficial da União on December 4th, 2008, and which
authorized the use of R$ 3 billion from the FGTS to finance the production of housing projects,
which are mandatorily in compliance with the legislation of the National Housing Financial System
(SFH); and (ii) to define the SFH Debt, which will be formalized after the through the future
deed of issue.
RESOLUTIONS: The following decisions were taken:
(i)
Those present examined, discussed and unanimously approved, without any
restrictions, the Issuer‟s proposal for the issue of new debentures pursuant to the
Resolution of the Governing Council of the Government Severance Indemnity Fund
(FGTS), published in the Diário Oficial da União on December 4th, 2008, and which
authorized the use of R$ 3 billion from the FGTS Fund to finance the production of
housing projects, which are mandatorily in compliance with the legislation of the
National Housing Financial System (SFH). However, the original covenants should also
be complied with, thereby excluding the early maturity of the obligations related to the
issue mentioned herein, ensuring that the Company‟s payment capacity will be
maintained to honor the obligations contracted with debentureholders through the
First Issue of Debentures, in line with the projected disbursement, as per the
projection spreadsheet filed at the Company‟s headquarters.
(ii)
The debentureholders, by unanimous vote, decided to replace the term “SFH Debt”
with “Production Debt”, defines as “the sum of all Trisul‟s loan agreements, which
were contracted to finance construction and whose funds are mandatorily from the
National Housing Financial System ("SFH") or from the Government Severance
Indemnity Fund ("FGTS"), including the loan agreements of its subsidiaries in
proportion to Trisul's interest in each; and
(iii)
The deed of issue should be amended to reflect the above-mentioned replacement
within 15 days as of the present date. Said replacement will not imply any amendment
of the issue‟s terms and conditions, or the early maturity of the obligations agreed
upon in said deed of issue.
CLOSURE: There being no further business to discuss, and since no one took the floor, the
meeting was adjourned for the drawing up of these minutes, which were read, found to be in
compliance, approved and signed by all those present. These minutes were drawn up in summary
format as provided for in Article 130, paragraph 1 of Law 6,404/76.
São Paulo, July 20th, 2009
OFFICERS OF THE MEETING:
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Chairman: Milton Bueno da Silva
Secretary: Nathalia Machado Loureiro