May 14, 2009

1. Brazilian-American Chamber of Commerce Creditors’ Rights in Brazil after PEC-12 “Default Threat in the Precatorio Market” José Virgílio Enei May 14, 2009

2. Introduction – General Terms Analysis - PEC-12 – The Proposed Default The Precatório Market PEC 12 and its Impacts on Precatório Investors Alternatives to PEC 12 Table of Contents

3. Introduction – General Terms Analysis - PEC-12 – The Proposed Default The Precatório Market PEC 12 and its Impacts on Precatório Investors Alternatives to PEC 12

4. 1. Introduction – General Terms 1.1. General Overview Precatório • “Precatórios” are negotiable debt instruments issued by judicial courts in Brazil that represent monetary non-appealable judgments against Brazilian governmental entities (mainly the Federal Government; the States or the Municipalities) • Prior to the actual issuance of the Precatório but after a decision on the merits against the Government, Plaintiff has credit rights (to be converted into Precatorios) that it may negotiate with third parties (with higher discounts) Courts of Origin • Federal Precatórios are issued by Federal Courts, after a final and non-appealable judgment against the Federal Government is achieved in connection with a certain lawsuit • State or Municipal Precatórios are issued by State Courts Types • “Precatórios Alimentares” (Alimony): are those resulting from claims regarding salaries, wages, retirement payments and indemnification (torts) • “Precatórios Não-Alimentares” or “Ordinary Precatórios”: are those resulting from any other claims, including contractual, tax and real estate expropriation matters • Ordinary Precatórios may be payable in up to 10 installments (if resulting from a claim brought to the Brazilian courts prior to 2000) or in a single payment

5. 1. Introduction – General Terms 1.2. Illustration of Precatorio Timeline Theoretical Sequence in a Lawsuit Resulting in the Issuance of a Precatório Step 5 Payment Step 1 Step 2 Step 3 Step 4 Precatório After issuance of an ofício requisitório, a precatório will be issued. Filing of an Original Lawsuit Unappealable and FinalDecisionon the merits Enforcement Claim Award Calculation Single installment for Alimony Precatórios and in 10 installments for non-alimony according to article 78 of the ADCT (1) Step 6 RescissoryClaim (2-yearPeriod) Required to calculate the amount of the award. Usually involves the issuance of an expert report and needs ratification in court (can be appealed by both parties) After a final decision is rendered in the award calculation phase, plaintiff can request the inclusion of the amount for payment in the annual budget In case of appeal in a first level court decision, a second level decision is required (sometimes a third level is required up to the Supreme/Superior Courts – STF/STJ) Compensation for damages and losses caused by direct or indirect (through governmental entity) actions from the Government Even after issuance, the possibility of a final appeal (rescisória) remains after 2 years ____________________ (1) Precatórios issued until June 30 of a determined year (y) must be paid (1st installment, in case it is a non alimony one) until December 31 of the subsequent year (y+1). Precatórios issued in the second semester of a determined year must be paid until December 31 of the year following the subsequent year (y+2).

6. 1.3. Typical Payment Terms of a Precatorio 1. Introduction – General Terms Interest and Monetary Adjustment • Federal Constitution establishes that Precatórios must be updated by (a) legal interests (which are determined by the final decision or by the law) and (b) monetary adjustment • Federal and each State Court have determined their own understanding of the constitutional provision. Therefore, each Precatório has a methodology of calculation Examples • Federal Precatórios: IPCA-E (~4.5% per year) + 6% per year • State of São Paulo: INPC (~4.5% per year) + 6% per year • Municipality of São Paulo: INPC (~4.5% per year) + 6% per year (up to 2003) + 12% per year (after 2003) Issues related to Interests over Precatórios • General Rule: Brazilian Constitution establishes that interests shall only apply after December 31st of the year the Precatório is included in the budget • Installments: A discussion has been raised by Public Debtors in the Courts on the methodology of interests on the installments of Precatórios: (a) interests shall apply after the due date of the first installment up to the final payment or (b) interests shall apply only after the expiration of each defaulted installment • Rates: After enactment of Civil Code in 2003, several theories have been raised in Courts: (a) 6% p.a up to final payment; (b) 12% p.a. up to final payment; (c) 6% p.a. up to 2003 and 12% p.a. thereafter; (d) SELIC up to final payment; and (e) 6% p.a. up to 2003 and SELIC thereafter

7. 1. Introduction – General Terms 1.3. Typical Payment Terms of a Precatorio (cont.) ChronologicalOrder • Federal Constitution establishes that Precatórios must be paid according to the chronological order of issuance (first come, first serve basis) • This is an unchangeable and fundamental constitutional principle that guarantees to the precatório holders that the Public Debtors shall not priorize any other precatório issued (isonomy) Alimony and Ordinary Chronological Orders • Alimony and Ordinary Precatórios are paid in different chronological orders • Federal Constitution establishes that alimony precatórios shall have a priority order over the ordinary ones • In practice, due to seizure remedy, alimony precatórios are paid in a slower fashion than the installments of ordinary precatórios Breach of Chronological Order • If the Public Debtor breaches the chronological order, then the holder of the precatórios not paid shall be able to file a seizure claim to withdraw money from the bank accounts held by the Public Debtors • Applicable to alimony and all ordinary Precatórios (either or not divided into installments) • Jurisprudence in certain States (e.g. São Paulo) is predominantly favorable to the seizure in such hypothesis of breach of chronological order

8. 1. Introduction – General Terms 1.4. Current Alternatives/Remedies for Precatorios FEDERAL CONSTITUTION ESTABLISHES 3 WAYS TO MONETIZE PRECATÓRIOS • Holders of precatórios not subject to seizure remedy (alimony and ordinary precatórios not submitted to installments regime). Estimate of payment depends on the Public Debtorscapability. • Examples: Federal Precatórios are paid regularly; Municipality of São Paulo currently pays alimony Precatórios issued in 1998 etc. Payment by the Debtor • Seizure is allowed in two alternatives: (a) breach of chronological order and (b) default of any of the 10 installments of non-alimony Precatórios submitted to installment regime • Favorable decisions in the State Courts of São Paulo and Superior Courts Seizure of Assets • Federal Constitution provisions allowed tax compensation with past due installments of ordinary precatórios only. Legal grounds contained in the Civil Code may allow tax compensation with all Precatórios (including alimony). • Precatório holders have used them as collateral in tax claims filed by the Government. • Jurisprudence still being consolidated in Higher Courts. Tax Compensation

9. Date: 1988 (at the promulgation of the Constitution) Target precatórios: all the outstanding non-alimony precatórios were submitted to the rule (Municipal, State and Federal levels) Payment: 8 annual installments (beginning on 07/01/89) Interest index: 6.0% p.a. (discussion whether interest should be included or just monetary adjustment should apply) Seizure remedy and tax compensation: no seizure remedy or tax compensation were allowed Assignment: no provision on the assignment of the credits (Higher Courts authorized it, though) Public debtors were allowed to annually issue public notes to bear the payment, which were not factored in as global indebtedness Great majority of states and municipalities did not comply with the rules and never paid amounts owed 1. Introduction –General Terms 1.5. PreviousMandatory Reschedulements Art. 33 – Transitory Constitutional Provisions Act 1st Moratorium Art. 78 - Transitory Constitutional Provisions Act 2nd Moratorium • Date: 2000 (Amendment to the Constitution n.30) • Target: all outstanding non-alimony precatórios derived from lawsuits filed before Dec/99 were submitted to the rule (Municipal, State and Federal) • Payment: 10 annual installments (first maturity on 12/31/01) • Interest index: discussion on the use of 6.0% p.a., 12.0%p.a. or SELIC (the latter without monetary adjustment) • Seizure remedy: granted to precatórios holders in case of default or late payment by Public Debtors • Tax compensation: possibility to compensate the unpaid installments with tax obligations • Assignment: expressly allowed • Again, great majority of states and municipalities did not comply with the rules and never paid amounts owed (except through seizure proceedings, limited to few states and municipalities)

10. Introduction – General Terms Analysis - PEC-12 – The Proposed Default The Precatório Market PEC 12 and its impacts on Precatório Investors Alternatives to PEC 12

11. Proposal: PEC 12 was originally proposed in March 2006 by the Senator Renan Calheiros (PMDB-AL), which was shortly after replaced by Senator Cesar Borges (PR-BA), then followed by Senator Valdir Raupp (PMDB-RO) Discussions and Amendments: since first conceived, the PEC 12 provisions have suffered major amendments and revisions Financial Crisis: Most recently, the subject attracted an increased pressure from states and municipalities as a result of financial crisis and sharp deterioration of public accounts Political Pressure: In the end of March/09 Senator Raupp was replaced by Senator Kátia Abreu (DEM-TO), from the same party of SP mayor Gilberto Kassab and an ally of SP governor José Serra, two of the most interested and engaged politicians in the PEC discussion Approval: On April 1, 2009 PEC was approved in two shifts at the Senate’s Commission of Constitutionality (“CCJ”) and Senate’s full body (“Plenário”) 2. Analysis - PEC-12 – The Proposed Default 2.1. Background and current status BACKGROUND AND GENERAL INFORMATION CURRENT STATUS • Current Status: PEC 12 shall be voted by the the House of Representatives (“Câmara dos Deputados”), where a 60% majority in 2 shifts is also required for final approval of the PEC 12 • Committee. Eduardo Cunha (PMDB-RJ) has been appointed by the Representatives to analyze the constitutionality of PEC 12. • Estimate: Voting session could take place as early as in the first semester of 2009, depending on interests alignment among political parties • Amendments: In case further amendments are proposed by the representatives, the PEC would have to be re-approved at the Senate level • Social Claims: The society, associations (e.g. Brazilian Bar) and precatório holders have manifested their repudiation to PEC 12 and a social claim has been raised • Political Environment: Presidential and state governors elections in 2010 increase political pressure over the PEC, which might end up being used as a trade currency

12. Effectiveness: Immediate effectiveness, encompassing all outstanding precatórios and derived lawsuits (alimony, ordinary, installments etc) Special Regimes: States and municipalities have 2 alternatives to pay precatório debts (“Special Regimes”): (A) Mandatory annual deposits of amounts equivalent to certain fixed percentages of current revenues according to relative precatório indebtedness at the time of the approval of the PEC (please refer to the next slide for further detail) (B) Linear yearly amortizations in order to zero the inventory in up to 15 years Seizure remedy: Seizure route limited to breach of mandatory payments established in (A) or (B) Tax compensation: Possibility of tax compensation limited to original holders of the precatório (assignees can’t benefit from this aspect, thus impairing current “liquidity” of the market for that purpose) 2. Analysis - PEC-12 – The Proposed Default 2.2 Principal Aspects MAIN CHANGES AND CHARACTERISTICS OF THE PROPOSED NEW REGIME MAIN CHANGES AND CHARACTERISTICS OF THE PROPOSED NEW REGIME • Offset by Public Debtors: Public debtors are allowed to offset precatório payments with tax liabilities from original holders of the precatório, regardless of potential assignments occurred since issuance • Percentages: Caveat for possibility of review of %s determined in (A) through a law (“Lei Complementar”), thus avoiding the requirement for a new PEC in case public entities decide to change the mechanisms again • Adjustment Rates: Precatórios, including the federal ones, shall be adjusted by official rates applicable over savings deposit accounts (TR of ~ 1.5% + 6.0% p.a., non-compounded), as opposed to inflation rates (~ 4.5%) + interest rates (6% or 12%), which are currently in force • The Public State charges SELIC (~10%) for tax credits not paid by citizens and companies doing business in Brazil

13. Priority to individuals older than 60 years 30 minimum wages per person for municipal precatórios 40 minimum wages per person for state precatórios Should drain majority of earmarked resources during first 2-3 years 2. Analysis - PEC-12 – The Proposed Default 2.3 Summary of the Special Regimes Payment Mechanism Proposed by the PEC 12 – Alternative A 1st Priority Creditors(over 60-yrs holders) States:0.6% to 2.0% (1)Munic.:0.6% to 1.5% (1) • Auctions to be regulated by the CVM (Brazilian SEC) and/or the Central Bank • Auctions according to proposed haircut by the precatório holders • Possible caps on amortized amounts per single precatório owner 60% of remainder(reverse auction) 40% of remainder(size order) • Payment of precatórios according to their size • Smaller precatórios will be paid first, at face value Annual Current Revenues Amount Allocated to Pay Precatórios Payment Breakdown ____________________ (1) Brackets in accordance with relative precatório indebtedness as a % of current annual revenues at the time of the approval of the PEC: + States: < 10% = 0.6% | 10% - 15% = 0.8% | 15% - 35% = 1.5% | > 35% = 2.0% + Municipalities: < 10% = 0.6% | 10% - 15% = 0.8% | 15% - 35% = 1.0% | > 35% = 1.5%

14. (R$ bn) Historical Data Assumptions 2008 Net Inventory of Applicable Theoretical 2008 2008 Actual Average New RCL Current Revenues RCL CAGR Precatórios PEC-12 Earmarked Precatório Auction Precatórios Future (RCL) 2004 - 2008 (I) I / RCL % of RCL Proceeds Payments Discount Issued p.a. CAGR Public Debtor State of Rio de Janeiro 26.7 6.1% 2.3 8.8% 0.60% 0.16 N.A. 50.0% 0.275 2.0% State of São Paulo 83.2 13.3% 16.3 19.6% 1.50% 1.25 1.78 50.0% 0.350 6.5% Municipality of São Paulo 20.6 13.4% 9.6 46.6% 1.50% 0.31 0.42 50.0% 0.300 7.5% Source: Public entities' treasuries and certain estimates. 2. Analysis - PEC-12 – The Proposed Default 2.4 Financial Analysis – São Paulo and Rio de Janeiro HISTORICAL FIGURES AND MAIN ASSUMPTIONS KEY TAKEAWAYS – THE EVIDENCE OF THE LACK OF PLANNING • Municipality of SP • 1.5% applicable earmarked does not even pay for the accruals on existing inventory (assuming new accrual rates) • Net redemptions would begin only in 2022, due to the 7.5% Compounded Annual Growth Rate assumed • Full amortization would take over 25 years assuming 50% average discounts in the auctions • State of São Paulo • Healthy financial condition does not justify implementation of a new moratorium, as the state has been paying over 2.0% of the RCL in recent years • Full redemption of the inventory in ~ 10 years

15. PEC 12 may be challenged in the Supreme Court, as it may be deemed as unconstitutional in accordance with the following arguments: 2. Analysis - PEC-12 – The Proposed Default 2.5. Conclusion from a Legal Perspective UNCONSTITUTIONALITY OF THE PEC 12 • Vested Rights. PEC 12 would violate vested rights (“direito adquirido”) of the precatórios’ holders as they have the right to be submitted to the rules established at the date of the relevant issuance, not subject to retroactive effects • Unchangeable and Final Decisions. PEC 12 would violate final judicial decisions (“res judicata”), which may not be changed by any further amendment to the federal Constitution (ultimately this may be deemed as a violation of the separation of powers and autonomy of the judiciary system) • Legal Uncertainty. PEC 12 is the third substantial change to the rules applied to the payment of Precatórios since promulgation of the Federal Constitution (1988), which would be deemed as violation of the principle of legal certainty (“segurança jurídica”) • Chronological Order. The auctioning process established in PEC 12 may be deemed as disrespecting a basic constitutional rule regarding public debts, which guarantees preference for creditors in accordance with the order of presentation of the relevant Precatórios (first come, first serve basis), which may be construed as an individual guarantee against the State, being considered as an unchangeable clause (“cláusula pétrea”) • Confiscation by the State: PEC 12 shall institute an expropriation of rights without fair indemnification, as it shall (a) reduce the interests and monetary adjustment of Precatórios; (b) extend for an indefinite time the payment of past due Precatórios; (c) exclude certain remedies and guarantees (such as seizure and tax compensation); (d) restrict the ability and free will of the holders to negotiate and assign their credits and (e) oblige and impose to the holders a forced discount to participate into the auctions where there is only one bidder (the own debtor of the credits)

16. PEC 12 seems to be infeasible and inconsistent from a practical point of view: 2. Analysis - PEC-12 – The Proposed Default 2.6. Conclusions from a Practical Perspective INFEASIBILITY OF THE PEC 12 • Deadline. Payment through alternative A has no determined deadline, allowing for extremely long terms coupled with low adjustment rates, amounting to a default in all aspects. Simple projections and simulations indicate infeasibility of the proposal, with expected terms in excess of 30 years • Original Creditors Liabilities. Offsetting of tax liabilities against original creditors dramatically impairs liquidity of the market, avoiding future assignments and raising several issues regarding those already performed • Further Changes in the Rules. Possibility of future changes on the rules through Lei Complementar creates an unstable political environment, with reduced predictability, representing a possible incentive for public entities to breach existing contracts, originating new precatórios • Pending regulation. Enforceability of auction mechanism depends on complex and sensitive rules to be implemented by the CVM and/or the Central Bank, which may demand several discussions and take considerable time • Federal Precatórios. Inclusion of federal precatórios disrespects original purpose of the PEC (poor financial condition of States/Municipalities), creating a dangerous precedent for future discussions • Monetary Adjustments. New accruals according to savings deposit rates bring massive losses to creditors and are totally decoupled from rates applied with public entities as creditors • Formation of the Prices in the Auctions. Holders of old, sizeable precatórios will have to match ask prices from holders of recently issued precatórios if they want to monetize their assets in a more timely fashion • Future Outcomes in Contractual Area. Private companies engaged in public services would have severe losses arising from future precatórios to be issued. Risk in contracting with Public Entities (and the direct and indirect costs to the Government in connection therewith) shall increase

17. Introduction – General Terms Analysis - PEC-12 – The Proposed Default The Precatório Market PEC 12 and its impacts on Precatório Investors Alternatives to PEC 12

18. 3. The Precatorio Market 3.1. General Overview Background • The precatorio market has been a field mainly practiced by lawyers involved in the lawsuits, as clients constantly offered their portion to be purchased for a huge discount. • More recently, banks and companies have envisaged business opportunities in precatórios, either holding them up to maturity or using them for tax compensation. • Players focused in Federal Precatórios, but certain players have also acquired State and Municipal Precatórios (specially from SP) Current Main Players • Banks • Investment funds (FIDCs), including onshore and offshore investors • Companies using for tax compensation (i.e. VAT and income tax) FIDCs • Tax and accounting benefits • Subordination mechanism • Bankruptcy remote structure (securitization type of transaction) • Liquidity of the quotas • Others

19. 3.1. General Overview (cont.) 3. The Precatorio Market Legal Grounds • Art. 78 of the ADCT (included in the Federal Constitution in 2000) has expressly allowed the assignment of the Ordinary Precatórios (alimony was not mentioned). Section 42, I and 567, II of the Civil Procedure Code allows the assignment of any judicial credit • Precedents in Higher Courts • Partial Assignment was allowed Due Diligence • Purchasers were encouraged to carry out an in-depth due diligence into the financial and legal status of the Seller and over the Precatório • Main Goal: To avoid risk of fraud against creditors and any procedural flaw that could impair the payment of the Precatórios Homologation and Judicial Communication • Players (a) requested judicial homologation of the assignment and (b) communicated to the Public Debtors • Payments are made direclty to the judicial account and holder of the peractório is able to withdraw the proceeds directly in Court • Sellers granted an irrevocable power-of-attorney to allow the Purchaser to act in their name in Court if necessary

20. 3. The Precatorio Market 3.2. Illustration of a Typical Transaction Trading Steps 5 Judicial Account Public Debtors Payment of Precatório • Purchaser and Seller negotiate the Precatório • Purchaser sets up a FIDC and pay in quotas • FIDC acquires the Precatório from Seller (subordination mechanism may be instituted, as Seller may sell a portion and grant the remaining portion of the Precatório and receive subordinated quotas) • FIDC requires homologation of the assignment and communicates transfer of the Precatório • Public debtor pays the Precatório • FIDC withdraws the money directly in Court • If payment is not made, then FIDC shall file a seizure claim. $ 6 Communication and Homlogation of the Assignment $ 4 Investors 2 $ FIDC Negotiation of the Precatório Issuance of quotas 1 Seller 3 $ Sale of the Precatório 1

21. Introduction – General Terms Analysis - PEC-12 – The Proposed Default The Precatório Market PEC 12 and its impacts on Precatório Investors Alternatives to PEC 12

22. 4. PEC-12and its Impacts on Precatorio Investors Major Impacts • Investors shall have their rights violated, such as vested rights, chronological order, confiscation, violation of the final judicial decisions etc. • Legal Uncertainty may cause a reduction into the current market of credits arising from Brazilian public entities Violation of Constitutional Rights • Judicial and Political risk increases perception of Brazilian risk for foreign investors • Federal Government accounting policies do not properly mention the debts related to Precatórios Internal Default • Potential Adverse Effect to Brazil credit rating abroad • Investment Grade and other transparency policies shall be reviewed for all Brazilian internal public entities by rating agencies Reputational Risk

23. Introduction – General Terms Analysis - PEC-12 – The Proposed Default The Precatório Market PEC 12 and its impacts on Precatório Investors Alternatives to PEC 12

24. 5. Alternatives to PEC-12 5.1. Potential Alternatives ALTERNATIVES SHOULD MAINTAIN THE CHRONOLOGICAL ORDER AND DO NOT VIOLATE CONSOLIDATED CONSTITUTIONAL PRINCIPLES PARTCIPATION OF FEDERAL GOVERNMENT IS A KEY POINT • Past-Due Tax Debts – “dívida atíva” and tax reschedulements (“parcelamentos”) • Legal Procedure allowing the payment of tax debts in an faster and administrative level (e.g. Minas Gerais State etc.) Tax Compensation • Bonds/Notes issued by States and Municipalities backed by Federal Government • Proceeds from these bonds must be earmarked for payment of Precatórios • Stimulus to liquidity in the secondary market, allowing public financial entities (BNDES, CEF, Banco do Brasil, etc.) to distribute bonds originally underwritten to 3rd party investors - minimum default against CEF/ BB/ BNDES financings Issuance of Debt Instruments • Mutually agreed reschedulements in exchange for stronger guarantees and more predictability • Precatorio funds could negotiage tenor extensions for Precatorios and be benefited by guarantees from the Federal Government; constitutional tax allocation and past-due tax debts Precatorio Funds

25. 5. Alternatives to PEC-12 5.2. Illustration of Precatorio Fund Positive Outcomes • No unilateral default, moratorium or breach of vested rights • Market oriented solution: precatorio holders would have an alternative for immediate monetization at reduced discounts, while institutional investors would have an alternative for long term investment (guaranteed by Federal Government) May extract value from past due taxes • May provide great relief to public debtors through negotiated tenor extension • More transparency in the public accounting, as the Fund shall be publicly managed by a Federal entity (Banco do Brasil, CEF etc.) and shall be supervised by Brazilian SEC State XYZ(as Subordinated Quotaholder) Senior Investors Guarantee of Payment Federal Government Principal + market interest (fixed rate) Past-due or uncollected tax receivables or other assets to serveas liquidity cushion Residual return $$ Fund (e.g. FIDC) managed by a Federal Entity Original PrecatorioHolders $$$ Sale of precatorios at mutually agreed discount $$ Tax Debtors Internal and bilateral negotiation of tenor extensions/ reschedulements in consideration for stronger payment guarantees and predictability $$ State XYZ(as precatorio debtor)

26. 5. Alternatives to PEC-12 5.3. Illustration of Issuance of Public Bonds Positive Outcomes • No unilateral default, moratorium or breach of vested rights • Precatorio holders shall be immediately paid • Federal Government would settle public internal accounting flaws • Market for the public bonds issued by Federal Entity • Federal Government has bargaining power to negotiate with States and Municipalities (i.e. freezing the allocation of tax revenues etc.) • Positive social and political impacts Senior Investors Guaranteeof Payment Long Term Secured Bonds $$ Original PrecatorioHolders Federal Government Federal Entity $$$ Law creatingthe FederalEntity Payment of Precatórios Assignment of the Precatorios Debt and internal renegotiation of the outstanding amount with the Federal Government State XYZ(as precatorio debtor)

27. José Virgílio Lopes Enei jvirgilio@mmso.com.br 5511.3150-7041

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