Even reports Material Fact - 5th debenture issue

MATERIAL FACT

São Paulo, January 14, 2011 - Even Construtora e Incorporadora S.A. - EVEN (BM&FBovespa: EVEN3), a publicly held company inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 43.470.988/0001-65 (“Company”), in accordance with Instruction 358 of January 3, 2002 issued by the Securities and Exchange Commission of Brazil (“CVM”), as amended, hereby informs its shareholders and the general market the following:

The Company’s Board of Directors, in a meeting on January 13, 2011, approved the fifth (5th) issue of unsecured, nonconvertible debentures, which consists of the issue of up to twenty-five thousand (25,000) unsecured, registered, book-entry nonconvertible debentures in a maximum of two (2) series, with unit value of ten thousand Brazilian reais (R$10,000.00), for a total amount of up to two hundred and fifty million Brazilian reais (R$250,000,000.00) (“Debentures”), which will be the object of public distribution under a firm commitment underwriting agreement, in accordance with CVM Instruction 400 of December 29, 2003, as amended.

The debentures in the first series will have a term of four (4) years from the issue date, and the debentures in the second series will have a term of five (5) years from the issue date. The Debentures will be remunerated based on the sum of the average daily rates of the interbank deposit rate for one day, over extra group (Depósitos Interfinanceiros DI de um dia, over extra grupo), expressed as an annual percentage rate based on two hundred and fifty-two (252) business days, which is calculated and published by CETIP - OTC Clearing House in the daily information available on its website (www.cetip.com.br), increased exponentially by a spread of up to two and ten hundredths percent (2.10%) per annum for the Debentures in the first series, and of up to two and thirty hundredths percent (2.30%) per annum for the Debentures in the second series, with the final spread of the Debentures determined through a bookbuilding process. The Debentures in the first series will be amortized annually in two (2) installments of fifty percent (50%) each as of the third (3rd) year from the issue date, i.e., in the third (3rd) and fourth (4th) years, and the Debentures in the second series be amortized annually in three (3) installments, with the first two installments of thirty-three and thirty-three hundredths percent (33.33%) each and the final installment of thirty-three and thirty-four hundredths percent (33.34%) as of the third (3rd) year from the issue date, i.e., in the third (3rd), fourth (4th) and fifth (5th) years.

The proceeds raised by the Company through the Debentures issue will be used to lengthen its debt profile, with the pre-payment of debentures maturing in 2011 and 2012 in the total amount of R$145 million, and to acquire new lots, especially in the states of Rio Grande do Sul, Minas Gerais and Rio de Janeiro.

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