1. DATE, TIME AND PLACE: Held on July 4, 2012, at 9 a.m. at the headquarters of CCR S.A.(“Company”), on Avenida Chedid Jafet, 222, bloco B, 5th floor, in the City of São Paulo, State of São Paulo.

2. ATTENDANCE: The majority of the elected members of the Board of Directors of the company were in attendance.

3. PRESIDING: Chairing the meeting was Eduardo Borges de Andrade, with Rodrigo de Senna, acting as Secretary.

4. AGENDA. To examine and discuss (i) providing guarantees by the Company for the debentures to be issued by Rodovias Integradas do Oeste S.A. (“SPVias”), as part of the 2nd issue of simple, unsecured, non-convertible debentures for public distribution with restricted placement efforts under the terms of CVM instruction no. 476, dated January 16, 2009, as amended, based on article 52 and following Law 6.404, dated December 15, 1976 (“CVM instruction 476”), in the total amount of R$ 400,000,000.00 (four hundred million reais) (“Debentures” and “Offer”); and (ii) the authorization to be granted to the Executive Officers of the Company, as well as the powers of attorney created for that effect by the Company to sign the necessary documents for providing the guarantees described above.

5. RESOLUTIONS: the present members, by unanimous vote and with no reservations, as per article 14, paragraph XVI, of the Company Bylaws, resolve:

(i) To provide the guarantees by the Company for the Debentures to be issued by SPVias, the result of which is that the Company will appear, together with SPVias as joint debtor and principle payor of the Debentures under the terms and additional conditions provided in the Deed of Issue (“Deed of Issue”), where the Debentures will have the following features:

a) Number of the Issue: the Debentures are the Second Issue of Debentures by SPVias.
b) Total Value of the Issue: the total value of the issue will be up to R$ 400.000.000,00 (four hundred million reais).
c) Date of Issue: for all purposes and effects, the date of issue of the Debentures will be established in the Deed of Issue (“date of issue”).
d) Quantity: The number of debentures to be issued will be 40,000 (forty thousand).
e) Par Value: the Debentures will have a nominal par value of R$ 10,000 (ten thousand reais). The par value of the Debentures shall not be subject to monetary correction.
f) Series: the Debentures are issued in Single Series.
g) Form: The Debentures are registered and nominal without restriction or certification.
h) Type and Species: the debentures are simple, unsecured and non-convertible into shares.
i) Guarantees: the Debentures are guaranteed by the Company under the terms contained in the Deed of Issue. There are no other guarantees for the Debentures.
j) Interest Remuneration: the Debentures will make jus the remuneration equivalent to 109.30% (one hundred nine full and 30 one hundredths of a percent) of the accumulated changes in the one day, “over extra group” interbank deposit rate – DI – expressed in percentage form based on 252 (two hundred fifty two) business days, calculated and published daily by CETIP S.A. Organized Markets (“CETIP”), as published on their Internet page (http://www.cetip.com.br), increased exponentially and cumulatively pro rata temporis per work day, on the par value of each Debenture from the Date of Issue to the date of payment of interest remuneration under the terms of the Deed of Issue. Interest remuneration will be calculated according to the formula provided in the Deed of Issue, and will be paid semi-annually from the Date of Issue.
k) Amortization of Principal: The par value of the Debentures will be fully amortized on the Date of Maturity (as defined in item “o” below, except for the possibility of extraordinary amortization, at an early acquisition option, of the early maturity or early total redemption, under the terms of the Deed of Issue.
l) Subscription Price: the subscription price for each debenture will be its unitary par value, plus interest remuneration, calculated pro rata temporis from the date of issue to the effective date of subscription of each debenture.
m) Form of Subscription: the debentures will be registered according to the procedures described by CETIP, with the distribution to be carried out by CETIP.
n) Full Payment and Form of Payment: the debentures will be fully paid on demand at the active subscription in domestic currency.
o) Date of Maturity: The Date of Maturity for the Debentures will occur for years from the Date of Issue, (“Date of Maturity”), except in the case of extraordinary amortization, at an early acquisition option, of the early maturity or early total redemption, under the terms of the Deed of Issue.
p) Renegotiation: There will be no renegotiation of the Debentures.
q) Extraordinary Amortization: SPVias may carry out extraordinary amortization of the Unitary Par Value of the Debentures under the terms and conditions called for in the Deed of Issue.
r) Early Acquisition Option: SPVias may, at any time, under the terms of article 13 of CDM Instruction 476, acquire outstanding debentures, (i) at an amount equal to or less than the unitary par value, as it appears in the management report and financial statements; or (ii) for an amount equal to or greater than the unitary par value when the regulations issued by the CVM are observed, to which is added interest remuneration, calculated pro rata temporis from the date of issue to the effective date of acquisition, under the terms of paragraph 3 of article 55 of the Brazilian Corporations Law. The Debentures acquired may be canceled, remain in the treasury of SPVias, or be returned to circulation by SPVias. The debentures acquired by SPVIas to be placed in the treasury under the terms of this item, if and when re-circulated in the market shall carry the interest remuneration equivalent to the other Debentures.
s) Total Early Redemption Option: the debentures may be totally redeemed, at the exclusive option of SPVias, according to the procedures, terms and conditions called for in the Date of Issue. The value of the redemption due to SPVias shall be equivalent to the balance of the par value of the Debentures to be redeemed, plus (i) corresponding interest remuneration; (ii) other charges due and unpaid up to the date of early redemption; and (iii) a premium calculated according to the terms of the Deed of Issue.
t) Early Maturity: In addition to the hypotheses foreseen in the applicable legislation and regulations, the Debentures may mature automatically in the case where other events described in the Deed of Issue may occur, a situation in which SPVias would be obligated to make payment of the unitary par value of the debentures, to which would be added interest remuneration and fees and penalties, if any, to be calculated under the terms of the Date of Issue.
u) Use of Funds: Funds from the issue of debentures will be used by SPVias for re-financing part of the debt of SPVias, including interest and charges under the terms of the debentures of the First issue by SPVias, and principal, interest and surcharges under the terms of the bank notes issued by SPVias in favor of Banco Bradesco S.A., Banco Itaú BBA S.A. and Banco Santander (Brasil) S.A., as well as for the replacement of SPVias’ cash.
v) Placement and Trading: the debentures are the object of a public issue, with limited placement efforts, under firm guarantees provided by the financial institutions that are mediating the Offer, pursuant to the terms of CVM Instruction 476. The debentures will be registered for distribution in the primary trading market and the secondary market in the mode and using systems administered and operated by CETIP.
w) Other Features: the other features of the Debentures and the Offer can be found described in the Deed of Issue and other pertinent documents.

(ii) To authorize the Executive Board of the Company and its representatives with power of attorney indicated by them to participate in all acts and sign all necessary instruments necessary for the decisions described above, including the Deed of Issue and any other Instrument related to the Debentures and/or the guarantees provided by the Company herein approved.

5. There being no further business to discuss, the meeting was adjourned and these minutes prepared, read and, there being no corrections, signed by all those present.São Paulo, July 4, 2012. Ms. Eduardo Borges de Andrade, Chairperson and Mr. Marcus Rodrigo de Senna, Secretary. Members of the Board:(1) EDUARDO BORGES DE ANDRADE; (2) ANA DOLORES MOURA CARNEIRO DE NOVAES; (3) FRANCISCO CAPRINO NETO; (4) HENRIQUE SUTTON DE SOUSA NEVES; (5) LUIZ ALBERTO COLONNA ROSMAN; (6) MARCELO PIRES OLIVEIRA DIAS; (7) PAULO ROBERTO RECKZIEGEL GUEDES; (8) RICARDO COUTINHO DE SENA and (9) ROBERTO CARLOS DEUTSCH. I certify that this is a true copy of the Minutes transcribed in the Company’s Book.

Mr. Marcus Rodrigo de Senna