SECURITIES AND EXCHANGE COMMISSION
CEP 04547-005 - Vila Olímpia, São Paulo – SP
Federative Republic of Brazil
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CPFL ENERGIA S.A.
Publicly-held company
Corporate Taxpayer’s ID (CNPJ) 02.429.144/0001 -93
Corporate Registry ID (NIRE) 353.001.861 -33
MINUTES OF THE 102nd BOARD OF DIRECTORS MEETING
HELD ON JULY 4, 2007
1. DATE, TIME AND PLACE: On July 4, 2007, at 2:00 pm, the meeting was held through conference call, pursuant to paragraph 1 of Article 18 of the Bylaws of CPFL Energia S.A. (“CPFL Energia” or “Company”), located at Rua Gomes de Carvalho, no 1510, 14o andar, conjunto 1402 in the city and state of São Paulo.
2. CALL NOTICE: The meeting was summoned pursuant to the provisions of Paragraphs 3, 5 and 7 of Article 18 of the Bylaws.
3. ATTENDANCE: All the members of the Board of Directors attended the meeting.
4. PRESIDING BOARD: Chairman - Luiz Anibal de Lima Fernandes and Secretary - Gisélia Silva.
5. AGENDA: Financing By Means of Direct Credit with BNDES and BNDES Onlending by the Onlending Agents, in favor of the subsidiary Foz do Chapecó Energia S.A. (“Foz do Chapecó” or “Beneficiary”) with Guarantee Tendered by the Company, the Beneficiary and CPFL Geração de Energia S.A. (“CPFL Geração”).
6. RESOLUTIONS TAKEN:
After examining and discussing the matters of the Agenda, the members of the Board of Directors resolved, by unanimous vote and without restrictions:
(i) To approve, pursuant to the Board of Executive Officers Resolution 2007047, the Intervention of CPFL Energia S.A. in the Financing to be contracted by the subsidiary Foz do Chapecó with the National Bank for Economic and Social Development (“BNDES”) in the amount of up to one billion, one hundred and three million, eight hundred ninety-two thousand reais (R$1,103,892,000.00), (“Direct Financing”) and in the Financing By Means of BNDES Onlending by the Onlending Agents, in the amount of up to five hundred and fifty one million, nine hundred and forty-six thousand reais (R$551,946,000.00), (“Indirect Financing”), as guarantor of the liabilities undertaken by the Beneficiary, through joint guarantee, limited to the proportion of sixty percent (60%) of the amount of the Direct and Indirect Financing debts, the funds of which aim at implementing the Project UHE Foz do Chapecó and related transmission system, pursuant to the terms and conditions set forth in the BNDES Board of Executive Officers Resolution 508/2007, as of July 3, 2007, and the respective General Conditions and Special Conditions in Exhibit I (Direct Financing) and in Exhibit II (Indirect Financing), and to authorize the Company’s Board of Executive Officers to sign all the documents and to practice all the acts necessary to execute this resolution; and
(ii) To recommend, pursuant to the terms and conditions set forth in BNDES Board of Executive Officers Resolution 508/2007 and exhibits therein, referred to in item “i” above, the affirmative vote to the Direct Financing and the Indirect Financing and the respective guarantees, by the Members of the Board of Directors of Foz do Chapecó and of CPFL Geração.
7. CLOSURE: Nothing else to be discussed, the meeting was adjourned to drawn up these minutes, which were then read, approved and signed by all the attending Board Members and by the Secretary. Luiz Anibal de Lima Fernandes (Chairman), Cecília Mendes Garcez Siqueira, Francisco Caprino Neto, Otávio Carneiro de Rezende, Milton Luciano dos Santos, Martin Roberto Glogowsky, Ana Dolores Moura Carneiro de Novaes and Gisélia Silva (Secretary).
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CPFL ENERGIA S.A.
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By: | /S/
JOSÉ ANTONIO DE ALMEIDA FILIPPO
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| Name: Title: |
José Antonio de Almeida Filippo
Chief Financial Officer and Head of Investor Relations
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.