ISSUE, BY JSL S.A., OF UNSECURED, NON-CONVERTIBLE DEBENTURES, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED PLACEMENT EFFORTS

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1 FIRST AMENDMENT TO THE PRIVATE CONTRACT INSTRUMENT FOR A 5 th (FIFTH) ISSUE, BY JSL S.A., OF UNSECURED, NON-CONVERTIBLE DEBENTURES, IN A SINGLE SERIES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED PLACEMENT EFFORTS By this present private instrument, as issuer (a) JSL S.A., a joint-stock corporation registered with the Brazilian Securities Commission (CVM) as a publicly-listed company, headquartered in the city of São Paulo, state of São Paulo, at Avenida Angélica, 2346, Suite 161, part B, 16 th floor, enrolled in the National Register of Corporation ( CNPJ/MF ) under no /0001-,79, herein represented in accordance with its Bylaws ( Issuer ); and (b) PENTÁGONO SA DISTRIBUIDORA Delaware TÍTULOS E VALORES MOBILIÁRIOS, a joint-stock corporation, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida das Américas, 4200, Block 4, room 514, registered with the CNPJ/MF under no / (the Debenture Holders ), herein represented in accordance with its by-laws (the Fiduciary Agent, and together with the Issuer, Parties ); WHEREAS, (i) at the Meeting of the Board of Directors ( MBD ) of the Issuer held on April 13, 2012, whose minutes were recorded at the Commercial Office of the State of São Paulo ( JUCESP ), on May 14, 2012 under nº /12-8, and published in the (a) Official Gazette of the State of São Paulo ( DOESP ); and (b) in the newspaper Basil Economico on April 17, 2012, under the terms of paragraph 1 of article 59 of Law dated December 15, 1976, as amended (the Brazilian Corporate Law ), the Issuer discussed and approved the 5 th (Fifth) issue of simple debentures, non-convertible into shares, unsecured in a single series by the Company, ( Debentures and Issue, respectively), for public distribution with Restricted Placement Efforts under the terms of CVM Instruction 476, of January 16, 2009, as amended ( Restricted Placement ) and CVM Instruction 476, respectively); WHEREAS on May 15, 2012, the Parties executed the Private Contract Instrument for the 5 th Issue of Simple, Non-Convertible Debentures Unsecured, In Single Series, for Public Distribution with Restricted Placement Efforts, of JSL SA. ( Deed of Issue ) WHEREAS (i) The MBD approved a maximum spread for remuneration for the Debentures, where the final spread applicable for the calculation of remuneration

2 for the Debentures will be determined at the conclusion of the process for the collection of intentions to invest in the Debentures ( Book-building ); and (ii) on May 25, 2012, the intermediary institutions responsible for the Restricted Placement concluded the Bookbuilding procedure, which resulted in the determination of a final spread of 1.85% a.a. (one point eighty-five percent per year) applicable for the calculation of the remuneration for the Debentures; WHEREAS the parties desire to change items 4.2 and 5.1 (q) of the Deed of Issue; and WHEREAS the MBD authorized the Management of the Issuer to carry out all activities required for the Issue and Limited Placement. RESOLVED: The Parties, according to the law, conclude this First Amendment To the Private Contract Instrument For the 5 th (Fifth) Issue of Simple, Non- Convertible Debentures Unsecured, In Single Series, for Public Distribution with Restricted Placement Efforts, of JSL SA. ( First Amendment, where the Deed of Issue and the First Amendment are referred to together simply as Deed of Issue ) pursuant to the following clauses and conditions. FIRST SECTION THE DEED OF ISSUE AND THE REGISTRATION OF THIE FIRST AMENDMENT 1.1. The Deed of Issue was signed by the Parties on May 15, 2012 and was registered with the JUCESP under the terms of article 62, paragraph II of the Corporations Law on May 31, 2012 under no. ED / This First Amendment will be filed with the JUCESP, according to the requirements of the Corporations Law. SECOND SECTION THE AMENDMENT OF THE DEED OF ISSUE 2.1. As a result of the definition of the final spread applicable for the calculation of remuneration of the Debentures according to the Bookbuilding Procedure carried out by the mentor mediating institutions responsible for the Restricted Placement, the Issuer and the Fiduciary Agent decided to change item 4.2 of the Deed of Issue, that will now read and become effective as follows: 4.2. Remuneration The Par Value of the Debentures will not be subject to monetary correction. Debentures will yield interest at rates corresponding to the

3 cumulative variation of 100% (one hundred percent) of the average daily rate of one-day Interbank Deposits, extra group overnight, calculated and published daily by the CETIP, posted daily on its website ( ( ID Rate ) based on 252, (two hundred fifty two) business days, expressed as a percentage of the year and calculated daily in the form of compound capitalization, plus a spread determined by the Bookbuiilding procedure conducted by the Coordinators ( Bookbuilding Procedures ) equivalent to 1.85% a.a. (one point eighty-five percent per year) based on 252, (two hundred fifty two) business days ( Remunerative Interest and Remuneration, respectively Via the First Amendment, the Parties also resolved to change item 5.1 (q) of the Deed of Issue, that will now read and become effective as follows: (q) the failure of the Issuer to maintain any of the indices indicated below ( Financial Indicators ) for the duration of the Issue to be calculated (i) quarterly by the4 Issuer by the 5th business day after the deadline set by the regulations for the disclosure of financial statements and quarterly financial statements if the Issuer; and (ii) based on the consolidated financial statements of the Issuer, audited or revised by the independent auditors of the Issuer, and made available to the Fiduciary Agents by the Issuer on a quarterly basis together with the consolidated report of the calculations of all items necessary to calculate said Financial Indicators, and the declaration by the Investor Relations Officer attesting to their legality, legitimacy, enforceability, validity, absence of defect, sufficiency and accuracy of information under the penalty of the inability of verification and conference by the Fiduciary Agent, which may request of the Issuer and/or its independent auditors all possible additional information that may be necessary. For the purposes of this Item, the following definitions should be considered: Net Debt / EBITDA Added less than or equal to 3.0 (three) EBITDA Added / Net Financial Expenses less than or equal to 2.0 (two) (i) Net Financial Debt is understood to mean the total balance of short and long term loans and financings of the Issuer including the Debentures family other stocks or securities representative of debt less (a) amounts in cash and short-term financial investments, understood to be financial investments with daily liquidity of up to 360 (three hundred sixty) days; and (b) financing contracted under an inventory financing program for the stock of new and used vehicles, domestic or imported and automobile

4 parts, and the granting of a revolving credit program given by financial institutions linked to the automakers (Vehicles Floor Plan); (ii) EBITDA Added is understood to mean earnings before financial results, taxes, depreciation, amortization, impairment of assets used for providing services, calculated over the last 12 (twelve) months, including EBITDA Added for the last 12 (twelve) months for the companies acquired or merged with the Issuer; and (iii) Net Financial Expenses means the cost of debt, plus monetary correction, less income from financial investments, all these related to the items described in the definition of Net Financial Debt above and calculated on an accrual basis over the last 12 (twelve) months. THIRD SECTION RATIFICATION AND CONSOLIDATION OF THE DEED OF ISSUE 3.1. All remaining provisions contained in the Deed of Issue that have not been expressly amended by this First Amendment are hereby ratified, and the Deed of Issue will become effective with the wording contained in Annex I of the First Amendment. And, being fair and just, the Parties sign this First Amendment in 3 (three) copies, of equal content and form, for one sole purpose, in the presence of 2 (two) witnesses as indicated below. São Paulo, June 4, 2012 The remainder of this page was intentionally left blank

5 First Amendment To The Private Contract Instrument For The 5 th (Fifth) Issue Of Simple, Unsecured, Non--Convertible Debentures, In A Single Series, For Public Distribution With Restricted Placement Efforts Of JSL SA JSL S.A. Name: Position: Name: Position:

6 First Amendment To The Private Contract Instrument For The 5 th (Fifth) Issue Of Simple, Unsecured, Non--Convertible Debentures, In A Single Series, For Public Distribution With Restricted Placement Efforts Of JSL SA PENTÁGONO S.A. DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS Name: Position: Name: Position:

7 First Amendment To The Private Contract Instrument For The 5th (Fifth) Issue Of Simple, Unsecured, Non--Convertible Debentures, In A Single Series, For Public Distribution With Restricted Placement Efforts Of JSL SA Witnesses: Name: Position: Name: Position:

8 ANNEX I First Amendment To The Private Contract Instrument For The 5th (Fifth) Issue Of Simple, Unsecured, Non--Convertible Debentures, In A Single Series, For Public Distribution With Restricted Placement Efforts of JSL S.A. By the present instrument, on the one hand JSL S.A. a Corporation registered as a public company with the Brazilian Securities Commission ( CVM ), headquartered in the city of São Paulo, state of São Paulo, at Avenida Angélica, 2346, Suite 161, part B, 16th floor, enrolled in the National Register of Corporations ( CNPJ/MF ) under no / , herein represented in accordance with its Bylaws ( Issuer ); and, on the other hand PENTÁGONO S.A. DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS, a joint-stock corporation, headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida das Américas, n o 4200, Block 4, Room 514, registered with the CNPJ/MF under No / (the Debenture Holders ), herein represented in accordance with its by-laws (the Fiduciary Agent ), Through this document and in strict compliance with the law do execute the present Private Contract Instrument of the 5th Issue of simple unsecured, nonconvertible Debentures, in a Single Series, for Public Distribution with Restricted Placement Efforts, by JSL S.A., ( Contract and Debentures, respectively), subject to the following terms and conditions: SECTION I AUTHORIZATION The present Contract is executed as per the approval at the Meeting of the Issuer s Board of Directors held on April 13, 2012, pursuant to the terms of Article 59, first paragraph, of Law No. 6,404 of December 15, 1976, as amended (the BDM and Brazilian Corporation Law, respectively).

9 SECTION II REQUIREMENTS The 5th issue of common debentures, not convertible into shares, of an unsecured type, in a single series, by the Issuer (the Issue ), for public distribution with restricted placement efforts pursuant to the terms of CVM Instruction No. 476, of January 16, 2009, as amended (the Offer and CVM Instruction 476, respectively), will occur in compliance with the following requirements: 2.1. Exemption from registration with the CVM and the Brazilian Association of Financial and Capital Markets (ANBIMA) The Offer will be made pursuant to CVM Instruction 476 and, therefore, is automatically exempted from the CVM public distribution registry, referenced in Article 19 of Brazilian Law 6385, of December 7, The Offer will also not be subject to registration before the Brazilian Association of Financial and Capital Markets (ANBIMA), as it will be a public offering, with restricted placement efforts, pursuant to Article 25, paragraph 1, of the ANBIMA S Regulation and Best Practices Code for Public Offerings for Distribution and Acquisition of Securities Filing and Publication of the Minutes of the Meeting of the Board of Directors Pursuant to Article 62, section I, of the Brazilian Corporations Law, the minutes of the Meeting of the Board of Directors, which approved the issue was filed with the Board of Trade of the State of São Paulo (JUCESP) on May 14, 2012 under no /12-8 and was published in (i) Official Gazette of the State of São Paulo (DOESP) and (ii) in the newspaper Brasil Econômico on April 17, Contract Registration with JUCESP Pursuant to Article 62, section II, paragraph 3 of the Brazilian Corporations Law, this Contract and any amendments ( Amendments ) will be filed with JUCESP Registration for Placement and Negotiation The Debentures shall be registered for distribution in the primary market and negotiation in the secondary market through the Securities Distribution

10 System (SDT) and the National System for Debentures (SND), respectively, both managed and operated by CETIP S.A. Clearing House for the Custody and Financial Settlement of Securities ( CETIP ), with the distributions and the trading settlement and custody of the Debentures handled electronically by CETIP Notwithstanding that which is described in Section above, The debentures can only be traded between Qualified investors, as defined under the terms of Article 4 of CVM Instruction 476 and CVM Instruction no. 409 of August 18, 2004, as amended ( Qualified Investors ), after 90 (ninety) days have elapsed from the subscription and full payment or acquisition by the Qualified Investor, as provided for in Articles 13 and 15 of CVM Instruction 476 and the compliance, by the Issuer, of Article 17 of CVM Instruction 476. SECTION III CHARACTERISTICS OF THE ISSUE 3.1. Principal Activity of the Issuer According to Article 3 of the bylaws of the Issuer, the Issuer is engaged in the provision of the following services: (i) transport of cargo, including but not limited to toiletries, cosmetics, and perfume products, as well as health products, medicines, pharmaceutical raw materials and/or pharmaceutical chemicals, including those subject to special control, household cleaning products, general materials and organic products and food, and municipal, state, federal and international passenger transportation; cargo storage; provision of customs clearance and public bonded warehouse; specialized escort services with its own and third party vehicles used in the transportation of cargoes that are indivisible, oversized in weight or dimensions, and others, which due to their hazards they pose require authorization and escorted transportation; port operations in accordance with Brazilian Law 8630/93; export cargo storage; surface transportation of freight and tourists; logistics; operation of bus terminals; operation and maintenance of parking facilities; operation and maintenance of landfills and general waste incineration; collection and transportation of household, commercial or industrial trash, and hazardous and non-hazardous products, including, without limitation, biological and industrial waste; cleaning of streets, public spaces and buildings in general, public or private (lands, buildings, etc., including sweeping; manual, mechanical and chemical weeding; grass mowing; pruning and harvesting of trees; implementation and maintenance of green spaces; cleaning and maintenance of drains, streams, rivers and canals); provision of mechanized and/or manual agricultural and forestry services on rural properties; operation and administration of highway toll facilities; conservation, maintenance and deployment of highways; general construction; water supply and sanitation (removal and treatment of sewage and industrial effluents);

11 measurement and fee collection for water supply, sewage collection and treatment services performed by third parties; as well as (ii) leasing of vehicles, machinery and equipment of any kind; (iii) sale of plastic containers, plastic bins; marketing (purchase and sale) of new and used light and heavy vehicles, machinery and equipment in general; provision of management services, fleet management and maintenance (preventive and corrective); business, contracts and movable assets brokerage services; and also (iv) participate in other companies, as a partner or shareholder Issue Number The present Contract is the 5th Issue of Debentures from the Issuer, which will be subject to public distribution with restricted placement efforts, pursuant to CVM Instruction Total Value of the Issue The total value of the Issue ( Total Value of the Issue ) is R$ 200,000, (two hundred million reals) on the Issue Date (as defined below) Number of Series The Issue will be made in a single series Number of Debentures Issued The Issue will consist of 20,000 (twenty thousand) Debentures Placement and Distribution Procedure The Debentures will be subject to public distribution with restricted placement efforts, pursuant to CVM Instruction 476, under a firm guarantee of placement, individual and not solidary between the coordinators of the Offer ( Coordinators ) in the maximum amount of R$ 200,000, (two hundred million reals) as conforms to the Private Contract Instrument for the Coordination, Placement and Public Distribution with Restricted Placement Efforts of Common Debentures, Not Convertible into Shares, of an Unsecured Type, in a Single Series, under a Firm Guarantee Regime, of the 5th Issue of JSL S.A. to be entered into between the Coordinators and the Issuer ( Placement Agreement ).

12 The plan for public distribution will follow the procedure described in CVM Instruction 476 ( Distribution Plan ). Thus, the Coordinators can access up to a maximum of 50 (fifty) Qualified Investors, with the possibility of subscription or acquisition of the Debentures from a maximum of 20 (twenty) Qualified Investors Pursuant to CVM Instruction 476 and for the purposes of the Offer described in this Section: (i) all investment funds will be considered Qualified Investors, even those that sell to non-qualified investors and (ii) individuals and companies considered Qualified Investors shall be able to subscribe or acquire, under the Offer, Debentures in the minimum amount of R$ 1,000, (one million reals) The Issue and the Offer cannot be increased under any circumstances The Coordinators, with the supervision of the Issuer, will collect intentions to invest, receiving no reservations, no minimum or maximum lots, for verification, with Qualified Investors, of the demand for the Debentures, in compliance with the provisions of restricted placement offers in CVM Instruction 476 ( Bookbuilding Procedure ) The Issuer and the Fiduciary Agent shall be immediately authorized and required to enter into an amendment to the present Instrument ( Amendment ) to reflect the result of the Bookbuilding Process, being hereby established, which shall not necessitate the performance of an GDM (as defined below) for approval of the Amendment The placement of the Debentures will be performed in accordance with the procedures of the SDT, managed and operated by CETIP and with the Distribution Plan in this Section At the time of subscription and payment of the Debentures, Qualified Investors will sign a statement to declare their knowledge that (i) the Offer has not been registered with the CVM, and (ii) the Debentures are subject to trading restrictions provided for in applicable regulations and in this Contract No type of discount will be granted to those interested in acquiring Debentures under the Offer and there will be no advance reservations, nor establishment of maximum or minimum lots, regardless of chronological order No liquidity support fund will be established, nor will there be any liquidity guarantee agreement connected to the Debentures. Neither is there any price stabilization contract to be signed for the Debentures in the secondary market.

13 Additionally, in accordance with Article 9 of CVM Instruction 476, the Issuer may not perform another public offering of the same type of securities, which are the subject of this Offer within a period of 4 (four) months from the closing date of this Offer, unless the new offer is submitted for registration with the CVM Custodian Bank and Depository Institution The custodian bank and depository institution of the Issue will be Banco Bradesco S.A., a financial institution headquartered in the City of Osasco, State of São Paulo, in the Cidade de Deus, Vila Yara, unnumbered, Prédio Amarelo, 2nd floor, registered under CNPJ/MF No / ( Custodian Bank and Depositary Institution ) Use of Funds The proceeds received by the Issuer through the Offer will be used exclusively for the enhancement of the Issuer s working capital. SECTION IV CHARACTERISTICS OF THE DEBENTURES 4.1. Basic Features Date of Issue: For all legal effects and purposes, the issue date of the Debentures will be May 24, 2012 ( Issue Date ) Convertibility, Type and Form: The Debentures are common, not convertible into shares of the Issuer, registered at par value, and come without the issue of warrants and certificates Form: The Debentures will be unsecured, without warranties or preference, in accordance with Article 58 of the Brazilian Corporations Law Term and Maturity: The Debentures have a term of 4 (four) years and expire on May 24 of 2016 ( Maturity Date ) Par Value: The par value of the Debentures will be R$ 10, (ten thousand reals) on the Issue Date ( Par Value ) Remuneration

14 The Par Value of the Debentures will not be monetarily updated. The Debentures will yield an interest rate corresponding to the cumulative variation of 100% (one hundred percent) of the average daily rate of one-day Interbank Deposits, over extra group, calculated and published daily by CETIP, the daily bulletin available on its website ( ) ( ID Rate ), based on 252 (two hundred fiftytwo) business days, expressed as a percentage of the year and calculated daily, in the form of compound capitalization, plus a spread to be set on the bookbuilding process conducted by the Coordinators ( Bookbuilding Process ), equivalent to 1.85% a.a. (one point eight five percent) per year, based on 252 (two hundred fifty two) business days, as approved in the BDM ( Remuneration Interest and Remuneration, respectively).this Contract of Issue will be subject to amendment to describe the final Remuneration spread Remuneration will be calculated exponentially and cumulatively, pro rata temporis by the number of business days elapsed, on the balance due on the non-amortized Par Value of the Debentures since the Issue Date or Date of Remuneration Payment (as defined below) immediately preceding, as appropriate, conforming to the formula described below: where: J VNe FatorJuros 1 J = Amount of interest due at the end of each Capitalization Period, calculated to 6 (six) decimal places without rounding; VNe = Non-amortized Par Value of the Debenture reported/calculated to 6 (six) decimal places without rounding; FatorJuros = Interest rate factor calculated to 9 (nine) decimal places, rounded, determined in accordance with the following formula: FatorJuros FatorDI FatorSprea d where: Fator DI = Product of ID-Over Rates applied from and including the start date of the Capitalization Period to and excluding the date of calculation, to 8 (eight) decimals, rounded, calculated as follows:

15 Fator DI n 1 TDI k k 1 where: n = total number of ID-Over Rates, considered in the calculation of Fator DI in each Capitalization Period, where n is an integer; TDI k = ID-Over Rate, to the order of k, expressed by the day, calculated to 8 (eight) decimals, rounded, and calculated as follows: DIIk TDIk the exponent in the formula is 1/252 where: k = 1, 2,..., n; DI k = ID-Over Rate, to the order of k, as published by CETIP, valid for 1 (one) business day (overnight), used with 2 (two) decimal places, and Fator Spread = Fixed interest surcharge calculated to 9 (nine) decimal places, rounded, determined according to the formula below: where: sobretaxa = Surcharge defined in the Bookbuilding Process, expressed as a percentage of the year, to 4 (four) decimal places; DUP = the number of days between the Issue Date or Remuneration Payment Date immediately preceding (excluded), as appropriate, and the date of calculation (included), with DUP being an integer. Notes:

16 i. The factor resulting from the expression [1+ TDIk] is calculated to 16 (sixteen) decimal places without rounding. ii. iii. iv. the output of daily factors [1 + TDIk] is impacted such that each accumulated, daily factor, results truncated to 16 (sixteen) decimal places, is applied to the next daily factor, and so on, until the end of the considered period. the accumulated factors create the resulting factor, Fator DI, which is represented to 8 (eight) decimal places, with rounding. the factor resulting from the expression (FatorDIxFatorSpread) is calculated to 9 (nine) decimal places, with rounding. For purposes of this Contract, Capitalization Period means the time interval from the Issue Date, in the case of the first Capitalization Period, or the date forecast for the Remuneration payment immediately preceding, in the case of other Capitalization Periods, and ending on the date forecast for the Remuneration payment for the period. Each Capitalization Period succeeds the previous one without interruption, until the Maturity Date In the case where the DI rate is temporarily unavailable at the time when the payment of any monetary obligation provided for in this Contract, to calculate the TDI k, the last DI rate available will be used on that date without having to pay any financial compensation, both for the Issuer and the Debenture Holders, when the applicable DI rate becomes available In the absence of calculation and/or disclosure of the DI rate for a period exceeding 10 (ten) business days after the anticipated date of calculation and/or disclosure ("Period of Absence of the DI Rate"), or in the event of the DI rate s revocation or inapplicability by law or judicial determination, a legal substitute will be designated and used for that DI rate. If there is no legal substitute, the Fiduciary Agent shall call a General Meeting of Debenture Holders ("GDM") (in the manner and within the time stipulated in Article 124 of the Corporation Act and in Section X below), to define, in agreement with the Issuer, and subject to applicable regulations, the new parameters to be applied, which should reflect the parameters used in similar operations existing at the time ("Substitute Rate"). The GDM will be held within twenty (20) days from the last day of the Period of Absence of the DI Rate or revocation or legal or judicial inapplicability of the DI Rate, whichever occurs first. Until the determination of this parameter is made and applied, the calculation of any financial obligations called for in this Contract, and for each day of the period in which there is no fee, the formula established in

17 Section above and for the calculation of the TDI k, the last DI rate is used there being no official compensation announced between the Issuer and the Debenture Holders, when the determination of the new parameters for remuneration for the Debentures is made If the DI rate comes to be disclosed prior to the GDM, the GDM will no longer be called, and the DI rate, from the date of its validity, will be re-used for the calculation of the interest-bearing Debentures If there is no agreement on the Substitute Rate between the Issuer and the Debenture Holders, representing at least 75% (seventy five percent) of all outstanding Debentures, the Issuer shall redeem in advance, and therefore cancel in advance all of the Debentures, without payment of fine or award of any kind, within thirty (30) days from the date of the respective GDM, its nonamortized Par Value or Face Value under this Contract, plus the compensation due through the date of actual redemption and consequent cancellation, calculated pro rata from the date of issue of debentures in question or the last date of payment of remuneration, as appropriate. In this case, the calculation of compensation applicable to the Debentures to be redeemed, and therefore canceled, for each day of the Period of Absence of the DI Rate, will be based on the formula in Section above and for the calculation of the TDI k, the last DI rate officially released will be used Debenture Holders will be entitled to payments at the end of the business day prior to each payment of compensation date Amortization of Principal The Par Value of the Debentures will be repaid in two (2) equal, annual, consecutive installments, the first on May 24 of 2015 and the second and last on May 24 of 2016, according the table below: Amortization Date Percentage of Amortization of Par Value May 24, % May 24, % 4.4. Payment of Remuneration Remuneration shall be paid every six (6) months from the Issue Date, the first payment due on November 24, 2012 and all other payments due on the 24 th day

18 of the months of May and November up to the Maturity Date, i.e. May 24, 2016 (each, a "Remuneration Payment Date"). 4.5 Place of Payment The payments to which Debenture Holders are entitled, as well as those relating to any other amounts due under the Contract, shall be made on its maturity date, using the procedures adopted by CETIP, as the Debentures are held in custody by CETIP electronically. The Debentures that are not in custody with CETIP will have their payments made by the depository institution or at the headquarters of the Issuer of the Debentures, if any Extension of Deadlines The deadlines for the payment of any obligation by any party, including by the Debenture Holders planned and under this Contract, shall be considered to be extended with regard to the payment of the subscription price, until the 1st (first) business day following the day when there are no banking hours in the City of São Paulo, State of São Paulo, on national holidays, a Saturday or Sunday, without any increase in the amounts to be paid, except for the cases with payments to be made through CETIP, in which case there will only be an extension when the payment date coincides with a national holiday, a Saturday or Sunday. 4.7 Default Charges Without prejudice to the remuneration of the Debentures, if the payment of any amount due to debenture holders is late, the arrears will be subject to fines of 2% (two percent) of the amount owed and interest calculated from the date of default, until the date of actual payment at the rate of 1% (one percent) per month on the amount so due, without notice, judicial or extrajudicial notification, plus expenses incurred for collection. 4.8 Deterioration of Accrued Rights Without prejudice to item 4.7 below, the non-attendance of the Debenture holder to receive an amount equal to any of the financial obligations of the Issuer on the dates set forth in this Deed, or in a statement issued by the Issuer, will not give the Debenture holder the right to receive remuneration from the Debentures

19 and/or late payment charges during the period of the delay in such receipt, but will, however, guarantee the rights acquired before the due date. 4.9 Price and Form of Subscription and Payment The payment of the Debentures will be made in cash on the date of subscription, in Brazilian national currency according to its Par Value plus the respective remuneration, calculated pro rata from the Issue Date until the date of its actual subscription and payment in accordance with CETIP rules applicable to settlement Renegotiation There will be no renegotiation of the Debentures Risk Rating The Debentures will be subject to risk classification (rating) by Fitch Ratings on the Issue Date Publishing of Information All actions and decisions to be taken under this Issue which, in any way, come to involve the interests of the Debenture Holders, are required to be published in the press in which the Issuer usually publishes its documents as well as on the Issuer s website ( Proof of Ownership of Debentures The Issuer will not issue certificates of Debentures. For all legal purposes, ownership of the Debentures will be confirmed by the statement of the deposit account of the Debentures issued by the Depository Institution. Additionally, for the Debentures electronically held at SND and CETIP, extract on behalf of the Debenture Holder will be recognized as proof of ownership Immunity of Debenture Holders If any Debenture Holder enjoys some kind of immunity or tax exemption, it shall send to the Custodian Bank and the Depository Institution, within a minimum of 10 (ten) working days before the due dates for payment of the Debentures,

20 supporting documentation of immunity or exemption from tax, otherwise the tax payments will be deducted from the amounts due under current tax legislation Optional Purchase The Issuer may at any time, purchase Debentures in circulation (as defined below), subject to the provisions of Article 55, paragraph 3, of the Brazilian Corporation Law, provided they observe any rules issued by CVM, and such fact, if so required by applicable laws and regulations, is included in the management report and financial statements of the Issuer. The Debentures purchased by the Issuer, in accordance with this Section, may, at the discretion of the Issuer, be canceled, remain in the treasury of the Issuer, or again be placed on the market, subject to the restrictions imposed by CVM Instruction 476. The Debentures purchased by the Issuer to be held in treasury, pursuant to this Section, if and when put back on the market, will be entitled to the same remuneration applicable to other outstanding Debentures Early Redemption There will be no early redemption of the Debentures. ARTICLE V EARLY MATURITY 5.1. The Fiduciary Agent may declare the early maturity of all obligations relating to the Debentures and require payment by the Issuer of the Par Value plus the non-amortized compensation, calculated pro rata from the Issue Date or the date of payment of compensation immediately preceding, as appropriate, until the date of actual payment, and other charges due and unpaid up to the date of early payment, calculated according to the law, on the date it becomes aware of the occurrence of any of the following events ( Default Event ): (a) the failure by the Issuer to meet any financial obligation related to the Issue not remedied within one (1) business day from the due date; (b) any of the following events: (i) the dissolution or liquidation or termination of the Issuer, (ii) a declaration of bankruptcy of the Issuer, (iii) voluntary bankruptcy, by the Issuer, (iv) a bankruptcy filing for the Issuer made by third parties and not properly resolved through payment or deposit, the rejection of the application, and the suspension of those elected in the declaration of bankruptcy, or otherwise, within ten (10) days of receipt of the citation, (v) the filing by the Issuer of an application and/or extrajudicial recovery plan with its creditors (whether

21 court approval of the plan has been required or not) without the prior written consent of the debenture holders in a GDM convened for that purpose; (vi) the Issuer enters into a judgment with a request for bankruptcy protection, regardless of its approval by the competent court, or (vii) any analogous event characterized by a state of insolvency on the part of the Issuer, including an arrangement with creditors, in accordance with applicable law; (c) (i) the dissolution or liquidation or termination of any related companies or subsidiaries of the Issuer, unless such companies are inactive, where, for the purposes of this item, inactive companies are those who do not carry out the activities described in their respective company bylaws, as well as those that do not generate revenue and do not contribute to the revenues of the Issuer, (ii) the declaration of bankruptcy of any related companies or subsidiaries of the Issuer, (iii) the voluntary bankruptcy on the part of any related companies or subsidiaries of the Issuer, (iv) a bankruptcy filing made by third parties to any related companies or subsidiaries of the Issuer and not properly resolved through payment or deposit, the rejection of the application, the suspension of those elected in the declaration of bankruptcy, or otherwise, within ten (10) days of receipt of the citation, (v) the court filing by any affiliates or subsidiaries of the Issuer for bankruptcy protection, regardless of such approval by the competent court, or (vi) any analogous event that features a state of insolvency of any related companies or subsidiaries of the Issuer, including an arrangement with creditors, in accordance with applicable law; (d) the transformation of the Issuer into a limited liability company, pursuant to Articles 220 to 222 of the Brazilian Corporation Law; (e) the incorporation, merger, spin-off, reorganization, sale of participation or any other corporate transaction, which leads to loss of the current direct or indirect corporate control of the Issuer without the prior written consent of the debenture holders in a GDM convened for this purpose and pursuant to Article 231, paragraph 1, of the Brazilian Corporation Law; (f) protests against the Issuer for securities, whose value, individually or in aggregate, is equal to or greater than R$ 8,000, (eight million reals), unless, within 15 (fifteen) days from the date of their protest, it has been proven that (a) the protest was filed in error or bad faith by the third parties, and action was taken to secure the appropriate judicial order restraining or cancelling their effects, (b) the protest was canceled, or (c) the security(s) protested(s) was filed in court;

22 (g) the failure to comply with any decision or court judgment against the Issuer in a value equal to or greater than R$ 8,000, (eight million reals), or its equivalent in other currencies; (h) any statements or guarantees provided by the Issuer in this Contract, or any other document regarding this Offer, prove to be false, incorrect, incomplete, or misleading; (i) if the provisions of the corporate bylaws of the Issuer are changed such that the principal activities currently practiced and lines of business currently operated by the Issuer are excluded or substantially reduced, unless expressly authorized by the Debenture Holders in a GDM convened for that purpose; (j) the failure by the Issuer to meet any non-pecuniary obligation related to the Debentures, as provided by this Contract, if not remedied within 15 (fifteen) days of notification of that failure: (i) by the Issuer to the Fiduciary Agent, or (ii) the Fiduciary Agent to the Issuer, whichever occurs first, where this term does not apply to obligations for which a specific deadline has been stipulated; (k) if the direct or indirect controlling interest of the Issuer is transferred to a third party or any grant of control without the debenture holders, subject to the deciding quorum provided for in item below, having expressly, previously, and formally taken the decision to maintain the Debentures in circulation, after such transfer; (l) a resolution is passed, in a meeting by the shareholders of the Issuer, to reduce the capital stock of the Issuer by its respective shareholders, after the start of the distribution of the Debentures and before their Maturity Date without the prior consent of the Debenture Holders, representing a minimum of 75% (seventy five percent) of the outstanding Debentures, as provided under Article 174, paragraph 3 of the Brazilian Corporations Law; (m) the default on any financial obligation of the Issuer in the local or international market, except in the case of the Issuer, through legal action or appropriate arbitration, challenge and avoid the finalization of such default within a period of up to ten (10) days counting from the date of this event; (n) the early maturity of any financial obligation of the Issuer arising from any fundraising operations performed in local or international financial capital markets; (o) the redemption or amortization of shares, payment of dividends, interest on capital or any other statutorily provided profit sharing or any other form of offer by

23 the Issuer to its shareholders when it is in default with respect to the Debentures, without the prior express consent of the Debenture Holders, subject to the decision quorum provided for in item below, in a GDM convened for that purpose, provided, however, payment of the minimum dividend provided for in Article 202 of the Brazilian Corporation Law and the payment of priority dividends (fixed or minimum) to which the preferred shares issued by the Issuer may be entitled; (p) if the Debenture Holders of this Issue no longer compete at a minimum pari passu with other unsecured debts of other creditors of the Issuer, subject to those obligations, which have a preference or privilege by virtue of legal provisions, and (q) the failure by the Issuer to maintain any of the financial ratios listed below ( Financial Ratios ) for the duration of the Issue to be calculated: (i) quarterly by the Issuer until the fifth (5th) business day after the maximum time allowed by the regulations for disclosure of financial statements and quarterly financial statements of the Issuer and (ii) based on the Issuer s consolidated financial statements, audited or reviewed by independent auditors of the Issuer, and provided quarterly to the Fiduciary Agent by the Issuer, together with the consolidated annual report and calculation memorandum comprising the accounts opened for all items necessary to obtain such Financial Ratios, and the statement by the Director of Investor Relations, attesting to their actual legality, legitimacy, enforceability, validity, absence of defects, sufficiency and accuracy of information, and provide under the penalty of the inability of the Fiduciary Agent to confirm, which may apply to the Issuer and/or its independent auditors, any and all possible additional information that may be needed. For the purposes of this item the following definitions should be considered: I. Net Financial Debt / EBITDA Added less than or equal to 3.0 (three) II. EBITDA Added / Net Financial expenses greater than or equal to 2.0 (two) (i) Net Financial Debt means the total balance of loans and financing of short-and long-term Issue, including debentures and other securities or debt securities and less (a) values in cash and short-term investments, defined as financial applications that have liquidity of up to 360 (three hundred sixty) days and (b) the financing contracted due to the funding program for the stock new and used vehicles, and domestic and imported car parts, and the granting of a revolving credit given by financial institutions linked to the automakers (Vehicles Floor Plan);

24 (ii) EBITDA Added means earnings before financial result, taxes, depreciation, amortization, impairment of assets and equity equivalents, plus the cost of selling the assets used in providing services, calculated over the last 12 (twelve) months, including EBITDA Added for the last 12 (twelve) months of companies incorporated and/or acquired by the Issuer, and (iii) Net Financial Expenses means the cost of debt, plus monetary variations, less income from investments, all these for the items described in the definition of Net Debt above and calculated on an accrual basis over the past twelve (12 ) months. 5.2.The occurrence of any events indicated in subparagraphs (a), (b), (d), (e), (f) (g), (k), (l), (n) (o) and (p) of item 5.1 above will result in the automatic early maturity of the Debentures, irrespective of any consultation with the Debenture Holders, provided that the time limits established in each of the paragraphs of section 5.1, the Fiduciary Agent shall carry out the delivery of notification to that effect to the Issuer. 5.3.Upon the occurrence of the events referred to in subparagraphs (c), (h) (i), (j), (m) and (q) of item 5.1 above, the Fiduciary Agent shall call a GDM, within 3 (three) days working as of the date that he or she becomes aware of that event or is so informed by the holders of the Debentures, to discuss the possible nondeclaration of early maturity of Debentures, subject to the call procedures set forth in Section VIII below and specific quorum set out in item below. The GDM provided in this Section may also be convened by the Issuer, or the way the item 8.1 below The GDM mentioned in item 5.3 above, which will be installed in compliance with the quorum set forth in item 8.2 of this Contract will choose, by resolution of Debenture Holders representing at least 75% (seventy five percent) of the outstanding Debentures, not to declare the early maturity of the Debentures If the (i) GDM mentioned in item 5.3 does not take place for lack of quorum, or (ii) the GDM does not approve the exercise the option provided for in item above by the a quorum for deliberation, this should be interpreted by the Fiduciary Agent as an option of the Debenture holders to declare early maturity of the debentures they hold In the case of the declaration of early maturity of the Debentures by the Fiduciary Agent, the Issuer undertakes to pay the Nominal Par Value of the

25 outstanding Debentures plus respective remuneration, calculated pro rata from the Issue Date or the immediately preceding data of payment of compensation, as applicable, payable until the date of mailing of the notification referred to in item 5.2 above or the date of the GDM in accordance with item 5.3 above, as applicable, plus any amounts due under of late charges set forth in this Contract, from the effective date of default, in case of default of financial obligations, as well as any other amounts which may be payable by the Issuer under this Contract The payment of the amounts mentioned in item 5.4 above, as well as any other amounts which may be payable by the Issuer under this Contract, will be made within 5 (five) working days of written notice being sent by the Fiduciary Agent to the Issuer, under this Contract, under penalty, for not doing so, of payment of late charges set forth in this Contract. SECTION VI ADDITIONAL OBLIGATIONS OF ISSUER 6.1. Subject to other obligations in this Contract and the legislation in force, while the outstanding balance of the Debentures is not fully paid, the Issuer assumes the following obligations: (a) whenever and, while it remains in noncompliance with any financial obligation set forth in this Contract, no dividends or interest on own capital beyond the mandatory minimum set by the Corporations Act, will be made without the express prior written consent of debenture holders; (b) provide the Fiduciary Agent, in time from the date of receipt of such request, all reasonably accurate and complete information, which is necessary for the consummation of the Offer or the fulfillment of its obligations under this Contract. The Issuer will be responsible for the completeness and accuracy of information provided, undertaking to indemnify the Fiduciary Agent and the Debenture holders for any losses direct and duly proved arising from inaccuracies, untruths or omissions relating to such information; (c) provide the Fiduciary Agent within 10 (ten) days from the date of receipt of such request, any information that is required to protect the interests of debenture holders, subject to applicable law and subject to the information of a nature that is strategic and/or confidential to the Issuer;

26 (d) provide the Fiduciary Agent with the originals of this Contract and any Amendments duly filed in JUCESP within 15 (fifteen) days from the respective dates of signatures; (e) provide the Fiduciary Agent with a copy of any correspondence or judicial or extrajudicial received by the Issuer on an Event of Default or that the Indenture, immediately upon receipt; (f) keep from defaulting in respect of all taxes, fees and/or contributions arising from the Offer, except those subject to administrative or judicial defense; (g) provide information, within three (3) business days, of any assessments by government, tax, environmental and antitrust agencies, among others, in relation to the Issuer, which may result in a Material Adverse Effect (as defined below) and/or individual or aggregate amount (always when the same nature) in excess of R$ 36,000, (thirty six million reais).this information should be submitted by the Issuer in the form of a report describing the occurrence and the measures to be adopted by the Issuer to mitigate the effects of tax assessment in question; (h) prepare financial statements in accordance with the Corporations Act and the rules issued by CVM; (i) to provide adequate publishing of economic and financial data, as required by the Corporations Act, promoting the publication of its annual financial statements; (j) keep the accounts up to date and make their records in accordance with accounting principles generally accepted in Brazil; (k) submit, as required by law, the company s financial statements for review by an independent auditing company registered with the CVM; (l) forward its financial statements, accompanied by explanatory notes and independent auditors' report to the Fiduciary Agent and disclose same on its Web Page, within 3 (three) months from the closing of its fiscal year, and maintain such financial statements its page on the Web Page for a minimum period of three (3) years after their publication. Solely for purposes of early maturity of the Debentures, the early payment will only be enacted if the disclosure obligation under this subsection is not met within 30 (thirty) days from the expiration of the deadline for disclosure of financial statements; (m) disclose on its Web Page the occurrence of any material fact, as defined by Article 2 of CVM Instruction 358, of January 3, 2002 ("CVM Instruction 358"),