ENEVA S.A.

in judicial recovery
CNPJ/MF (Taxpayer Registration Number): 04.423.567/0001-21
NIRE (Company Registration Number): 33.3.0028402-8
Publicly Held Corporation
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON MAY 14th, 2015
1.

DATE, TIME AND PLACE: On May 14th, 2015, at 11:00h, at the head office of ENEVA
S.A. in judicial recovery (the Company), located at Praia do Flamengo 66, 7th floor,
in the City and State of Rio de Janeiro.

2.

CALL AND ATTENDANCE: The meeting was called pursuant to the bylaws of the
Company and applicable law and attended by the following members of the
Companys Board of Directors: Marcos Grodetzky, Adriano Carvalhdo Castello Branco
Gonalves, Jrgen Kildahl (via conference call) and Keith Plowman.

3.

CHAIR: After the presence of the members of the Companys Board of Directors was
verified, Mr. Jrgen Kildahl acted as Chairman and designated Mr. Rodrigo Beraldo to
carry out the duties of Secretary.

4.

AGENDA: To resolve on (i) the Company's financial statements for the first quarter
ended on March 31, 2015 (ITR); (ii) the modification of the media used for the
publication of material facts notices by the Company and consequent changes in the
Companys "Material Fact Disclosure Policy in accordance with CVM Instruction
547/2014; (iii) amendments to the long-term financing agreement of Pecm II Gerao
de Energia S.A. with Banco Nacional de Desenvolvimento Econmico e Social
(BNDES); and (iv) amendments to the long-term financing agreement of Pecm II
Gerao de Energia S.A. with Banco do Nordeste do Brasil S.A.(BNB).

5.

RESOLUTIONS: The members of the Board of Directors resolved to unanimously

approve:
(i) The Company's financial statements for the first quarter ended on March 31, 2015
(ITR);
(ii) the choice of Portal Neo1 (www.portalneo1.com.br) as the media vehicle to
disclose material fact notices of the Company, according to CVM Instruction 547/2014
and consequent changes in the Companys Material Fact Disclosure Policy;
(iii) confession, restatement and rescheduling of Pecm II Gerao de Energia S.A.
("Pecm II") debt arising from the Credit Facility Agreement No. 10.2.0784.1, of
28.09.2010, and its amendments, through the celebration of the Addendum N 8
between Pecm II and BNDES, with the intervention of third parties, considering the

following conditions: (a) Debt Amount: R$859,112,157.92, on the base date of

16.03.2015, divided into four tranches: (a.1) Tranche A: R$643,480,105.42 (related to
Tranches A, B, C and D of the original contract); (a.2) Tranche B: R$916,873.74 (related
to Tranche L of the original contract); (a.3) Tranche C: R$177,731,859.56 (related to
Tranches E, F, G and H of the original contract); and (a.4) Tranche D: R$36,983,319.20
(related to Tranche I of the original contract); (b) a grace period of six (6) months of
interest for Tranches A, B, C and D (Tranches in TJLP) of the original contract, with first
payment on October 15, 2015; (c) a grace period of 21 (twenty-one) months for
payment of the principal referring to Tranches A. B, C and D of the original contract,
and first payment on January 15, 2017, (d) applying a new payment schedule for the
interest on Tranches E, F, G, H and I (Tranches in IPCA) of the original contract, with
first payment on December 15, 2015 and annual payments thereafter; (e) applying a
new payment schedule of principal for Tranches E, F, G, H and I (Tranches in IPCA) of
the original contract, with first payment on December 15, 2016 and annual payments
thereafter; (f) maintenance of the due date of the last installment of the original
contract; (g) the social Tranche of BNDES (Tranche L of the original contract) will be
paid in accordance with the original contract; (h) to ratify the guarantee provided by
the Company in the original contract, which shall remain in force until the full
settlement of Addendum No. 8 to the Credit Facility Agreement No. 10.2.0784.1; (i)
ratify the lien on all shares issued by Pecm II and currently held by Pecm II
Participaes, through an amendment to the Private Termination and Share Pledge
Constitution Agreement dated 18.03.2011 ("Share Pledge Agreement"); (j) to confirm
the fiduciary assignment of rights and credits by entering into an Amendment to the
Termination and Fiduciary Assignment of Rights and Credits Agreement dated
18.03.2011 ("Credit Fiduciary Assignment Agreement"); (k) to ratify the liens levied on
machinery and equipment by entering into an Amendment to the Termination and
Fiduciary Lien of Machines and Equipment dated 18.03.2011 ("Fiduciary Lien
Agreement"); (l) to ratify the 1st degree mortgage on the real estate property
registered under n. 4787 of the 2nd Notary Office of Real Estate Registry of So
Gonalo do Amarante/CE owned by REX Empreendimentos S.A. ("Deed of Mortgage"
and, together with the Share Pledge Agreement, Credit Fiduciary Assignment
Agreement and Fiduciary Lien Agreement, simply "Original Guarantee Agreements");
(m) pledge over all shares held by the Company in Pecm II Participaes; (n) early
amortization amounting to 100% of the amount received as reimbursement of ADOMP
(Dispatch by Order of Merit by Adjusted Price), at the time it is received by Pecm II.
The early amortization will reduce proportionally all tranches resulting from
Addendum n 8 to the Financing Agreement No. 10.2.0784.1, and after that all
principal installments shall be recalculated, maintaining the respective payment dates,
and (o) changes in the conditions for declaration of Financial and Operational
Performance, to provide for the obligation of maintaining a Debt Service Coverage
Ratio (DSCR), historical and projected, greater than or equal to 1.2, calculated on the
basis of audited financial statements for each year and considering a period of twelve
(12) consecutive months of full payment of amortization installments, from 2017;

(iv) confession, restatement and rescheduling of Pecm II debt arising from the Private
Agreement of Credit Facility No. 64.2010.77.29, of 31.01.2011, and its amendment
through the celebration of the Second Amendment of between Pecm II and BNB, with
the intervention of third parties, considering the following conditions: (a) a grace
period of twelve (12) months of principal, and first payment on May 31, 2016, (b)
maintaining the same rate interest of the original contract; (c) maintaining the same
total financing term and the same amortization gradient of the original contract; (d)
ratify the guarantee provided by the Company in the original contract, which shall
remain in force until the full settlement of the Second Amendment to the Private
Agreement of Credit Facility No. 64.2010.77.29; (e) to ratify all the guarantees already
provided in the Original Guarantee Agreements; and (f) changes in the conditions for
declaration of Financial and Operational Performance, to provide for the obligation of
maintaining a Debt Service Coverage Ratio (DSCR), historical and projected, greater
than or equal to 1.2, calculated on the basis of audited financial statements for each
year and considering a period of twelve (12) consecutive months of full payment of
amortization installments, from 2017.
6.

CLOSING AND RECORDING: At 13: 00h, as there was nothing else to be discussed, the
meeting was closed and these minutes were recorded, read and signed by all present.

- This is a true and correct copy of the Minutes of the Meeting of the Board of Directors of
ENEVA S.A. in judicial recovery, held on May 14th, 2015 at 11:00h, recorded in the relevant
corporate book and signed by the members of the Board of Directors.
Rio de Janeiro, May 14, 2015.
_________________________
Rodrigo Beraldo
Secretary