Arbitration, Governing Law and Election of Venue
Section 14.1 – All disputes arising out of or in connection with this instrument, including but not limited to those involving its validity, effectiveness, violation, construction, termination, rescission and its consequences shall be resolved by arbitration, as provided under Law 9,307/96 (the "Arbitration Act"), pursuant to the following conditions.
Section 14.2 – The dispute shall be submitted to the ICC ("ICC") in accordance with its Rules (the "Rules") in effect on the date of the request for commencement of arbitration.
Section 14.3 – The hearings, pleadings and exhibits in the arbitration shall be conducted in the Portuguese language and, if requested by any of the parties or by the arbitrator, simultaneous translation into the English language shall be provided. The place of arbitration shall be the City of São Paulo.
Section 14.4 – Except in the case of more than one claimant or respondent, whereupon the claimants, jointly, and the respondents, jointly, shall appoint one arbitrator, the dispute shall be analyzed and decided by three (3) arbitrators, each one of them independent and impartial (the "Arbitration Tribunal"), and it shall be up to each Party to nominate one arbitrator within the term provided for in the Rules, which term may never be greater than 20 days. The two above-nominated arbitrators shall appoint, by mutual agreement, a third arbitrator who shall officiate as Chairman of the Arbitration Tribunal. If the two (2) arbitrators nominated by the Parties fail to appoint a third arbitrator within ten (10) days measured [sic] [misspelling in Portuguese] from the date the last one of the two (2) arbitrators is appointed, or either party involved fails to nominate its arbitrator, it shall be up to the ICC to nominate a third arbitrator.
Section 14.5. The chosen arbitrators shall have a command of the English language, whatever their nationality might be.
Section 14.6. This Agreement shall be construed in accordance with and governed by the laws of Brazil, and the Arbitration Tribunal shall decide the dispute and litigation in accordance with the laws of Brazil, disregarding any rule of private international law [conflict of laws] that might cause the laws of any country or jurisdiction other than Brazil to apply.
Section 14.7. The Arbitration Tribunal shall decide the matters submitted to it only pursuant to legal provisions, and shall ground its decision pursuant to the laws of Brazil.
Section 14.8. The arbitral award shall be rendered no later than six (6) months from the installation of the Arbitration Tribunal, in writing and in Portuguese, and if requested, with a translation into the English language, and shall contain the grounds for the arbitral decision and be signed by all arbitrators comprising the Arbitration Tribunal. In the event of any divergence between the Portuguese and English versions of the arbitral award, the Portuguese version shall prevail.
Section 14.9. At any time before the installation of the Arbitration Tribunal, any Party may apply to any court of competent jurisdiction of the Judiciary Branch for the granting of injunctions aimed at protecting or safeguarding a right, or for purposes of payment into court, prior to the installation of the arbitration tribunal, provided this shall not be construed as a waiver of arbitration. To provide said jurisdictional relief, the Parties elect the Central Venue of the São Paulo Judicial District, and expressly waive any other venue, however privileged such venue may be. After the Arbitration Tribunal is installed, any injunctions shall be requested from the latter.
Section 14.10. Appearing in this instrument to express its full awareness of this transaction, is VRG, a business company under private law with head office at Avenida Vinte de Janeiro, no 330, Cargo Sector O, Ilha do Governador [Governor's Island], State of Rio de Janeiro – CEP 21941-570, registered in the CNPJ [National Register of Legal Entities – federal taxpayer number] under No. 07,575,651/0001-59, herein represented by its attorneys-in-fact Marco Antonio Audi and Luiz Eduardo Gallo, both described above.
Section 14.11. Appearing in this instrument, as intervening and consenting party and guarantor, is the company Gol Linhas Aéreas Inteligentes S/A, a company with head office at Rua Gomes de Carvalho, no 1,629, 15o andar – Vila Olímpia – CEP 04547-006, in the City of São Paulo, State of São Paulo, registered in the CNPJ/MF [Ministry of Finance] under No. 06,164,253/0001-87, herein represented pursuant to Article 20(a) of its Articles of Incorporation, by its President [Diretor Executivo], Constantino de Oliveira Júnior, Brazilian citizen, married, [ID card] No. 929,100-SEP/DF, registered in the C.P.F. [Individual Taxpayers Register] under No. 417,942,901-25, and by its Vice President for Investor Relations [Diretor de Relações com Investidores], Richard Freenan Lark Jr., Brazilian citizen, single, R.G. [ID card] No. 50,440,294-8-SSP/SP, registered in the C.P.F. under No. 214,996,428-73, both elected at the Board of Directors' Meeting held on March 27, 2006, having its Minutes duly recorded at the Commercial Registry of the State of São Paulo under No. 94,807/06-1, in session on April 7, 2006. The guarantor expressly assumes, jointly with GTI, jointly liability to the Sellers for all obligations undertaken in this agreement."
"1. To declare that it has jurisdiction to rule on motions entered by Claimant in this arbitration relative to Respondent 4.
2. To declare that it lacks jurisdiction to rule on motions entered by Claimant in this arbitration relative to Respondent 3.
3. To postpone any other ruling, including a ruling on costs, until the final award."
"To order Respondents 1, 2 and 3 to refrain from engaging in any and all action prone to expropriate, adjudicate, transfer or dispose of the Gol Shares, except pursuant to the Arbitration Tribunal's prior and express authorization.
To order Claimant deliver to the Arbitration Tribunal, as a pledge, within one month from the date these provisional remedies are granted, a banking guarantee upon first demand in the amount of US$ 2,000,000, worded in a manner acceptable to the Tribunal, and guaranteeing against the risks of possible damage to Respondents."
"(i) whether it agrees or disagrees with the balance sheet attached as Appendix III to the Agreement and prepared by PwC [the "Reviewed Balance Sheet"], and in case it disagrees, to identify and justify each caption and amount with regard to which it disagrees, observing – such as required in section 5.1.1 – "only and solely the same items, the same methodology referred to in section 5.1, having as a base-date the day prior to the event dealt with in Section 9.2;" (ii) the factual and legal grounds whereby it believes that Respondents 2 and 4 could be liable for a possible price adjustment."
"(i) Claimant's allegations regarding any disagreement to the balance sheet attached as Appendix III to the Agreement, observing – such as required in section 5.1.1 – "only and solely the same items, the same methodology referred to in section 5.1, having as a base-date the day prior to the event dealt with in Section 9.2;" (ii) the liability pertaining to Respondent 4's liability in light of a possible price adjustment."
"To order Respondents 1 and 2 to refrain from engaging in any and all act prone to expropriate, adjudicate, transfer or dispose of the Gol Shares, except pursuant to a prior and express authorization from the Arbitration Tribunal or from the Court responsible for Respondent 1's Judicial Reorganization case."
"I. To order Respondents 1 and 2 to refrain from performing directly or indirectly any and all action prone to expropriate, adjudicate, transfer or dispose of the Gol Shares, except pursuant to a prior and express authorization from the Arbitration Tribunal or from the Court responsible for Respondent 1's judicial reorganization case.
2. To keep in effect the banking guarantee provided by Claimant.
3. To reject the other motions submitted by Claimant."
- Milton Rodrigues de Sá, accounting expert;
- Nelson Franco de Azevedo Junior;
- Roula Zaarour;
- Ana Luiza Derenusson30
- Humberto Tognelli
- Flávio Tamura
- Edward Leek
- Josh Connor
- Denise Afonso
- Fabio de Assis da Silva
- Lap Wai Chan
"(i) first, a presentation on the arguments in favor and against their position as regards each difference between the two of them, placing more emphasis on differences greater than one million Reais, and looking to place less emphasis as such differences get smaller;
(ii) in liabilities, at least as regards large sums, to say whether they are paid or not, and in the latter case why;
(iii) as regards information on where debts and assets originate in time, the Tribunal believes it appears to be costly and a major effort to accurately describe to the last Real where expenses originate in time; so, if such information can be provided, that will be helpful, but if obtaining such information is complicated, the Tribunal reserves the right, if necessary, to make a ruling or procedural order to obtain such information."
"Article 181 – A concession [franchise] shall only be given to a Brazilian legal entity having:
I – its head office in Brazil;
II – at least four fifths (4/5) of its voting capital belonging to Brazilians, such limitation to prevail in any corporate capital increases;
III – its management entrusted solely to Brazilians."
- A call option agreement64 signed between Volo Logistics and the Brazilian Partners65 whereby Volo Logistics had, in case certain circumstances occurred,66 a call option to purchase all shares belonging to the Brazilian Partners. In turn, the Brazilian Partners had, once certain circumstances occurred,67 an irrevocable put option to sell all shares held by them in Volo DB to Volo Logistics or to whomever the latter might designate.
- A shareholders' agreement signed between the Brazilian Partners and Volo Logistics, as partners in Volo DB, whereby, among other things, the possibility was established for changing the equity interest held by Volo Logistics in Volo DB, should airline industry rules so allow.68
• That the successful bidder make:
"an investment in the VARIG Business Unit of an amount corresponding to seventy-five million U.S. dollars (US$ 75,000,000) within forty-eight (48) hours from the Auction Result Report. If by the end of the time period in question ANAC has not yet issued the proper authorizations allowing the bidder to take over the VARIG Business Unit, said amount shall be deposited, within the above time period, in an account available to the Court of the 8th Commercial Division of Rio de Janeiro, to be used toward the continuity of the VARIG Business Unit's operations while such authorizations have not been issued."
• That the National Civil Aviation Agency ["ANAC"] grant its Certificate of Airline Company Authorization ["CHETA"].82
" [That] the Arbitration Tribunal make the price adjustment as provided for in Section 5.1 of the Agreement, and order Respondents pay such amount as shall be ascertained by the Arbitration Tribunal (...);
"As a subsidiary motion, should the Arbitration Tribunal rule that the price adjustment must be ascertained outside the scope of this arbitration, which it is not expected to do, petitioner moves the Arbitration Tribunal hold Respondents 3 and 4 liable to GTI for the credit resulting from the price adjustment, and appoint a third independent audit firm for the latter to make the price adjustment as provided for in Section 5.1 of the Agreement, resolving the divergences between the PwC balance sheet (a GTI credit of R$ 5,370,229.56) and the E&Y balance sheet (a GTI credit of R$ 163,900,270.04), and ascertaining the adjustment amount;
Order Respondents pay all charges of this arbitration, including administrative expenses and expert-witness fees, as well as the arbitrators’ fees, and such legal fees as are awarded the prevailing party in accordance with article 31 of the ICC Rules."
- acknowledge Claimant’s having no right of action or, further,
- acknowledge such credit in favor of Respondents 1 and 2.
Question No. 1 :
Whether the price adjustment provided for in Section 5.1 of the Agreement has already been determined or, otherwise, is yet to be determined;
Question No. 2 :
If the answer to question # 1 is that the price adjustment has already been determined, the question is asked by whom, and what is the adjustment amount resulting therefrom?
Question No. 3 :
If the answer to question # 1 is that the price adjustment is yet to be determined, the question asked is who shall make such adjustment: a third party designated by the Arbitration Tribunal or the Arbitration Tribunal itself?
Question No. 4 :
If the answer to question # 3 is that the Arbitration Tribunal shall be the one to determine the price adjustment, what is the price adjustment amount?
Question No. 5 :
In case the Arbitration Tribunal determines the price adjustment, how shall the accrual of interest on the price adjustment amount be determined?
Question No. 6 :
To what extent are Respondents 2 and 4 liable for Respondent 1’s obligations?
Question No. 7 :
How shall the Arbitration Tribunal set the Arbitration Charges?
Section 5.1. "Attached to this Agreement (Appendix III) is a balance sheet reviewed by [PwC] reflecting the items agreed upon by the Parties on this date for this transaction, which shall be considered solely for price adjustment purposes, indicating the following:
Section 5.1.1. "No later than one hundred eighty (180) days from the base-date of the balance sheet provided for in Section 5.1 above, [PwC] shall submit a new balance sheet, duly audited, observing only the same items, the same methodology as referred to in Section 5.1, taking as its base-date the day prior to the event under Section 9.2
Section 184.108.40.206. GTI may nominate, in five (5) business days from submission of the balance sheet provided for in section 5.1, a top audit firm to validate said balance sheet so as to gauge the ascertained amounts. Such validation shall be done no later than forty-five (45) days from delivery of the balance sheet with proper attachments by [PwC] to GTI, indicating forthwith whether or not there are any divergences with the balance sheet submitted by [PwC]. If there is any divergence as to said amounts, the two audit firms shall choose by mutual agreement a third top audit firm, supported in equal parts by GTI and [VLog], to resolve said divergences. Such third audit firm shall have a period of at most twenty (20) days from its retainer to submit a conclusive report, which the parties hereby accept as final.
Section 5.2. Within five (5) business days from the completion of the audit provided for in Section 5.1.1 above:
(a) once it is verified that the difference in the balances of the specific balance sheet provided for in Section 5.1 and the specific balance sheet provided for in Section 5.1.1 above have a positive balance, such balance shall be fully paid by GTI to [VLog] within three (3) business days;
(b) once it is verified that the difference of the balances in the specific balance sheet provided for in Section 5.1 and the specific balance sheet of Section 5.1.1 above have a negative balance, such balance shall be fully paid by [VLog] to GTI, in national currency, into an account to be indicated by GTI, within three (3) business days.
- first, it shall describe the substantive content of Section 5 of the Agreement (A);
- second, it shall analyze the drawing up of the Initial Balance Sheet attached to the Agreement (B);
- third, it shall describe the work done by PwC (C), and then the work done by E&Y (D);
- lastly, the Tribunal shall present its conclusions (E).
- The first one consisted of determining the initial working capital, which was done with the Initial Balance Sheet being attached;
- In up to 180 days from March 15, 2007, PwC was supposed to submit the Reviewed Balance Sheet, calculated as of the Consummation Date and duly audited, observing the same items and the same methodology used in the Initial Balance Sheet;
- If Claimant disagreed with the Reviewed Balance Sheet drawn up and audited by PwC, it must then appoint, in five business days, a top audit firm to validate PwC’s report; such validation must be submitted no later than 45 days from delivery of the Reviewed Balance Sheet by PwC;
- In the event of a disagreement as to the working capital amounts calculated by PwC and by the audit firm appointed by Claimant, then the two audit firms must, by mutual agreement, appoint a third audit firm to resolve said disagreements, which was supposed to submit a conclusive report no later than within 20 days.
- The cover sheet for the report contains the expression "Draft for Discussion subject to Change," conveying the idea that it was not a final report;
- Page 6 contains the following expression: "The scope limitations herein described substantially impact the result of our report;"
- Page 12 contains the following sentence: "With a view to the description in the above paragraph, the Balance Sheet as of April 8, 2007 presented next may require significant adjustments and/or contain material errors;"
- Page 13 contains the statement that "with a view to the description in page 12, this balance sheet may require significant adjustments and/or contain material errors."
- Page 28 contains the following title: "Adjustments proposed by VRG’s Management -unaudited."
- Either the Reviewed Balance Sheet drawn up by PwC suffered no valid challenge, as provided for in Section 220.127.116.11 of the Agreement, and should prevail solely to ascertain the final balance, as provided for in Section 5.2 of the Agreement;
- Or it must be understood that such balance sheet was validly challenged by GTI and, in such event, a third audit firm needs to be appointed to submit a conclusive report.
"the two audit firms shall choose by mutual agreement a third top audit firm... to resolve such disagreements."124
"Article 485 must be construed restrictively, as it places a sanction on the parties by rendering their contract ineffectual if a third party fails to determine the price... Inefficacy is the exception, efficacy the rule."
- The base-balance sheet is the Initial Balance Sheet;
- Said Initial Balance Sheet has to be compared to a later balance sheet, as of the Consummation Date; the latter has to be drawn up with the parties’ participation, and using the "same items and the same methodology" as the Initial Balance Sheet;
- The balance between the Initial Balance Sheet and the Reviewed Balance Sheet as of the Consummation Date shall determine which party must be the creditor or debtor to the other and for what amount.
- "Assets" is comprised of two sections, "Current" and "Long-Term Assets," which are in turn divided into several chapters, and the latter into items, which together add up to R$ 132,996,718;
- "Liabilities" is contained in a single section, called "Current," where the amount is R$ 92,245,845,130 likewise divided into chapters, and the latter into many items.
"the way it was proposed in Section 5.1, it is meant to show what [net] capital surplus or shortfall was left in the company operationswise. Both assets, asset accounts, and liability accounts were accounts having the same characteristics of realizable rights or payable obligations of an operations nature. "132
(a) Current Assets
(b) Long-Term Assets
(c) Current Liabilities
(d) Long-Term Debt
- In Assets: "Prepayments - Fuel-BR" and "Prepayments - Serv. Bordo BAHIA;"
- And in Liabilities: "Vendors - Law Firm" and "Related Companies -LOGISTICA."
"(i) if it is in agreement or disagreement with the balance sheet annexed as attachment III to the Agreement drawn up by PwC ("the Revised Balance Sheet") and in the event of disagreement to identify and justify each and every item and sum with which it is in disagreement, with due regard for—-just as required pursuant to Clause 5.1.1.— "only and exclusively the same items, the same methodology which is referred to in Clause. 5.1, having as the base date the day preceding the event mentioned in Clause 9.2."
and in order to have the expert appointed by the Respondents answer
"(i) the allegations of the Claimant as to any disagreement that it may have had with the balance sheet annexed as attachment III to the Agreement, with due regard for—just as required by Clause 5.1.1.— "only and exclusively the same items, the same methodology which is referred to in Clause 5.1, having as the base date the day preceding the event mentioned in Clause 9.2"; (ii) the liability referring to the liability of Respondent 4 in light of any price adjustment."
(i) first, [they were to submit] an exposition of the arguments both pro and con as regards their position in connection to each difference between them, putting greater emphasis on the differences pertaining to more than one million Brazilian reais and lesser emphasis to the smaller differences;
(ii) as to the liabilities, at least as to the large sums [ to ] specify whether these were or were not paid, and in the latter case, why;
(iii) as to the information regarding the time period referring to the origin of the debts and the assets, the Tribunal feels that it is a great cost and effort to set out to the very last Brazilian real the exact description of the time when the expenditures actually originated; for this reason, if that information could be given this would be a help, but if it is too complicated to obtain it, the Tribunal reserves the right to, should it be necessary, draw up its decision or procedural order so as to obtain this information."2
- R$ 139,977,086 in the Simonaggio First Report and R$ 114,450,597 in his Second Report; and
- And R$ 14,943,444, R$ 4,452,281 and subsidiarily R$ 20,775,825 in the First and Second Rodrigues de Sá Reports.
"a "gathering": "when examining what is set out in the agreement (Clause 5.1) it is clear that the equity balance sheet for the company was not taken into consideration, but rather when setting out the "financial balance sheet" certain specific accounts were taken into account. A "gathering" of accounts represented by sums from the assets and liabilities previously selected by the parties at the time of negotiation of the contract [ was used ]. There was however a decision on the part of the parties involved to refrain from consideration of certain accounts, although these accounts might exist both in the assets and the liabilities."5
"When the balance sheet was drawn up on the date of March 15, 2007 (attached to the agreement), only the accounting balances were taken into consideration, without there being made any reference whatsoever to "supervening facts," that is, sums predating this that had perchance not yet been accounted for"… "Of course, if all these sums, predating December 15, 2006 or from that date up to March 15, 2007, had been taken into consideration when drawing up the balance sheet attached to the agreement, the balance of R$ 40.75 million would not stand. The basis for comparison with the balance as of April 8, 2007 would therefore be different."6
|Revised Balance Sheets as of the Effective Date (April 8, 2007)|
|Balance Sheet Adjustments||(162,883,679,39)||(162,883,679,39)|
|Advance Payments - Supplier Advance - VEM||5,885,621,29||5,685,521,20|
|Advance Payments -Supplier Advance-Fuel -BR||803,211,08||803,211,00|
|Adv.Payments -Suppl. Advance-Fuel-GATE||3,047,000,00||3,047,000,0|
|Adv.Pay. -Suppl. Advance-Onb. Serv. BAHIA||-|
|Adv.Pay. -Suppl. Advance-Onb. Serv. Others||-|
|Advance Payments - Others||911,608,61||9.11.608,61|
|Company Related (Lease-Basements-Logistics)||-|
|Deposit by way of guarantee|
|Deposit/guarantee - Euroatlantics||1,010,765,38||1,010,765,30|
|Deposit/guarantee- Aeroturb. Aircraft||6,391,642,00||8,391,642,00|
|Deposit/guarantee-SR Stecnics Aircraft||261,720,00||251,720,00|
|Deposit/guarantee -ACTS Technical||1,599,312,00||1,599,312,00|
|Deposit/guarantee BSP (US$16,000,000.00)||38,726,783,83||38,725,783,83|
|Suppliers- Law firms||(743,576,49)||(743,578,49)|
|Suppliers - IBM||-||-|
|Charges, taxes and contributions|
|Charges, taxes and cont. - IR W/O PAYROLL||(1,161,731,85)||(1,161,731,85)|
|Charges, taxes and cont. - OTHERS||1,080,365,40||1,080,385,40|
|(-) Credit request - INFRAERO||2,646,544,25||2,646,544,25|
|Wages and social charges||(8,358,667,15)||(8,358,687,16|
|Leasing payable - Maintenance reserve||84,501,91||84,501,91|
|Related companies - LOGISTICS||-||-|
|Accounts payable - insurance||399,884,20||399,884,20|
|Accounts payable - crew per diems||(183,988,14)||(183,968,14)|
|Transports to be executed||(38,792,082,10)||(38,792,082,10)|
|Vacation and social charges provisions||(8,199,026,98)||(8,199,026,98)|
- Cash remittances
- Accounts receivable
- Related companies
- Taxes to be reimbursed
- Deposits by way of guarantee
- Advance expenses
- Other credits
"This is moreover a case of yet another topic to be resolved in the court suit targeting the settling of accounts between VRG and Old Varig, now underway at the In-court Reorganization Court (the 1st Commercial (Court) division in Rio de Janeiro)."
- The correct sum for the item "Deposits by way of Guarantee – Amex" should be increased to R$ 0 (zero); and
- The correct sum for the item "Deposits by way of Guarantee – Visa" should be increased to R$ 3,692,000.
|Accounts||Claimant Expert||Respondents Expert||Discrepancy|
|Maintenance of engine/aircraft||6,641,946,73||2,240,536,93||4,401,409,80|
|Wells Fargo invoices||4,663,335,68||-||4,663,335,68|
|Suppliers - Germany||1,566,705,37||799,673,05||767,032,32|
|Suppliers - Argentina||31,342,54||3,625,23||27,717,31|
|Suppliers - Brazil||10,012,849,61||6,359,538,67||3,653,310,94|
|Suppliers - Colombia||61,736,95||867,67||60,869,28|
|Suppliers - Venezuela||11,316,76||6,981,77||4,334,99|
|Suppliers - Hong Kong||24,023,78||-||24,023,78|
|Suppliers - United States||210,458,23||7,273,66||203,184,57|
- Some amounts correspond to invoices predating December 15, 2006 and were not included on the Initial Balance Sheet, which would make it impossible to post them on the Revised Balance Sheet ("Reason A");
- Other amounts entail obligations referring to the period between December 15, 2006 and March 15, 2007, and were not included on the Initial Balance Sheet ("Reason B");
- Certain sums should be excluded due to their being based on documents issued after the Effective Date, which documents do not specify the period of application nor is there any proof that they correspond to liability of the Respondents ("Reason C"); and
- Finally, the Respondents allege that there are amounts in regard to which it will not be possible on or before the date of submission of the supplementary opinions to prove the existence of accounting records as regards liabilities and their related liquidation ("Reason F");
|SUPPLIER ACCOUNT - OTHERS|
|SUB ACCOUNTS Maintenance||Name||Paid||Unpaid||_ TOTAL 1,103 503,553,297,906,25|
|Total da Conta||3,888,606,37||512,803,42||4,401,409,80|
|Total da Conta||4,663,335,68||-||4 663 335.68|
|Total da Conta||-||299,795,04||299,795,04|
|Account Total Fornecedores - AlemanhaSuppliers Germany||A B F||3,040,76521,257,1645,198,06||201,92197,223,59||3,242,68521,257,16242,421,64|
|Total da Conta||569,495,97||197,425,50||766,921,48|
|Account Total Fornecedores - Argentina||A||79,54||-||79,54|
|Suppliers - Argentina||26,482,18||1,106,18||27,588,36|
|Fornecedores - C olombia Account Total||F||60,869,27||60,869,27|
|Total da Conta||60,869,27||60,869,27|
|Suppliers - Colombia|
|Fornecedores - Venezula Account Total||B||4,334,99||-||4,334,99|
|Total da Conta||4,334,99||-||4,334,99|
|Suppliers - Venezula|
|Fornecedores - Hong Kong||A||24,023,78||-||24,023,78|
|Total da Conta Account Total||24,023,78||-||24,023,78|
|Suppliers - Hong Kong Fornecedores - United States Account Total||B F||10,506,83||192,445,40||10,506,83192,445,40|
|Total da Conta||10,506, 83||192,445,40||202,952,23|
|Suppliers - United States Fornecedores - Brasil Account Total||A B C F||173,804,821,832,213,89751,636,9163,906,38||832,220,89||173,804,821,832,213,89751,636,81896,127,26|
|Total da Conta||2,821,561,90||832,220,89||3,653,782,79|
|Suppliers - Brazil Arinc||A F||16,140,889,055,11||16,140,889,055,11|
|Total da Conta Account Total||25.95,99||25,195,99|
|Total da Conta||60,950,00||60,950,00|
|Account Total TOTAL GERAL||12,094,493,69||2,096,665,71||14,191,159,40|
- Brazil Suppliers : this subaccount with a balance of R$ 10,013,000 is composed of 2,364 documents and covers transactions such as fuel purchase, airport and catering services, legal services, maintenance materials purchasing, cleaning materials, and other products and services of the most various types;
- Engine and Aircraft Maintenance : these are debts pertaining to maintenance of operating and terminal reserve systems;
- Wells Fargo : the invoices comprising the balance still open as of April 8, 2007 refer to the cost of the aircraft parts and pieces that were lacking or damaged and that were charged by Wells Fargo in light of return of the aircraft;
- Germany Suppliers : the liabilities indicated are for the operation base of the Old Varig, UPV and then VRG in Frankfurt (Germany); and
- Other Suppliers : these subaccounts include a series of items that are similar to the items already commented on.
"VRG started its operations as a concessionaire for rendering of air transport services on December 14, 2006 and in light of its background process and recent history, there is no information for drawing up the pro forma financial statements for the previous periods for comparison purposes."
"Contracts that are not personal by nature, or that do not require consent for assignment of the contractual position, will be automatically subrogated pursuant to art. 1,148 of [CC [Brazilian Civil Code]]. The bidder for the VARIG business unit - UPV (the Bidder) will not take over the obligation in arrears with regard to the contracts whereby it is subrogated, pursuant to the provisions set out in Art. 60 of [LRJ], with due regard to the provisions set out by the Public Notice."
"If the approved plan for court reorganization were to involve court transfer of branches or of isolated business units of the debtor, then the court will order this to be done, with due regard for the provisions set out in art. 142 of this Law.
Sole Paragraph. The object of the transfer will be free and clear of any encumbrances whatsoever, and there will be no succession of the bidder as per the obligations of the debtor, including obligations involving taxes, with due regard for the provision set out in Para. 1 of art. 141 of this Law."