EX-4.8






Exhibit 4.8




++LOGO++

ANEEL

NATIONAL ELECTRICITY AGENCY




Official Notice No. [299?]/2008-SCT/ANEEL




Brasilia, 14 February 2008




Attn:

Mr. Luiz Henrique Delbuque Baccaro

Executive Manager for Regulatory Issues

ELEKTRO Eletricidade e Serviços S.A.

Campinas – State of São Paulo




Re: Third Supplementary Clause to the Electricity Distribution Concession Contract of ELEKTRO
Eletricidade e Serviços S.A. (Case Nos. 48500.002842/2004-16).



Dear Mr. Baccaro,




We are submitting 2 (two) copies of the Third Supplementary Clause to the Electricity Distribution
Concession Contract of ELEKTRO Eletricidade e Serviços S.A., for the purpose of formalisingthe
transfer of assets, installations, rights and obligations, deriving from the segregation of
generating activities of Elektro Eletricidade e Serviços S.A., in compliance with the provisions of
Law No. 10848 of 15 March 2004 and pursuant to the terms of the Authorizing Resolution Nos. 308 of
5 September 2005 and 553 of 9 May 2006.



Yours faithfully,




/s/ Jandir Amorim Nascimento

JANDIR AMORIM NASCIMENTO

Superintendent of Transmission and Distribution

Concessions and Authorizations




SCT/Oficio/075r1202




SGAN, Block 603, Modules “I” and “J”,

CEP: 70.830-030 – Brasilia – Federal District – Brazil

Tel. 55 (61) 2192-8600

Ombudsman 144

www.aneel.gov.br




[H: 48526.000.481/08-00]




 









 








NATIONAL ELECTRICITY AGENCY – ANEEL1




THIRD SUPPLEMENTARY CLAUSE

TO THE CONTRACT OF CONCESSION FOR THE PROVISION OF THE PUBLIC

SERVICE OF ELECTRICITY DISTRIBUTION No. 187/1998-ANEEL

SEGREGATION OF GENERATION FROM ELECTRICITY DISTRIBUTION

ACTIVITIES




ELEKTRO – ELETRICIDADE E SERVIÇOS S.A.




DECEMBER 2007






 




			
	1	 	Translator’s note: NB, sundry initialling at the foot
of this page et seq




 









 










++LOGO++

ANEEL

NATIONAL ELECTRICITY AGENCY




NATIONAL ELECTRICITY AGENCY — ANEEL




CASE NO. 48500.002842/2004-16




THIRD SUPPLEMENTARY CLAUSE TO THE

ELECTRICITY DISTRIBUTION CONCESSION CONTRACT

No. 187/1998, ENTERED INTO BETWEEN THE FEDERAL

GOVERNMENT AND ELEKTRO – ELETRICIDADE E

SERVIÇOS S.A.




The FEDERAL GOVERNMENT, hereafter called the Granting Authority, using the powers conferred on it
by Art. 21, item XII, paragraph “b” of the Federal Constitution, through the intermediary of the
NATIONAL ELECTRICITY AGENCY — ANEEL, in accordance with the terms of item IV of Art. 3 of Law No.
9427 of 26 December 1996, being an autonomous parastatal body governed by a special regime, with
registered office at SGAN, Block 603, Module “I”, Brasilia, Federal District, registered in the
Corporate Tax Register of the Ministry of Finance (CNPJ/MF) under number 02.270.669/0001-29,
represented by its General Director, JERSON KELMAN, holder of identity card (RG) No. 2.676.547 –
SSP/DF and Personal Tax (CPF) No. 155.082.937-87, under the terms of item V of Art. 10, Annex I
–Regulatory Structure, approved by Decree No. 2335 of 6 October 1997, supported by Decree No. 4932
of 23 December 2003, with the wording given by Decree No. 4970 of 30 January 2004, hereafter called
ANEEL, and ELEKTRO – ELETRICIDADE E SERVIÇOS S.A., with registered office in the city of Campinas,
State of São Paulo, at Rua Ary Antenor de Souza, 321, Jardim Nova América, registered in the
CNPJ/MF under number 02.328.280/0001-97, in the capacity of Electricity Distribution
Concessionaire, hereafter called the CONCESSIONAIRE, represented pursuant to its Articles of
Association by its Director and Chairman, Carlos Marcio Ferreira, holder of identity card (RG) No.
11.986.182 – SSP/SP and Personal Tax (CPF) No. 016.712.938-43 and by its Director of Regulatory and
Institutional Affairs, Luiz Sérgio Assad, holder of identity card (RG) No. 5.543.901-9 – SSP/SP and
Personal Tax (CPF) No. 441.655.878-34, with the intervention of EPC – Empresa Paranaense
Comercializadora Ltda., with registered office in the city of Campinas, State of São Paulo, at Rua
Ary Antenor de Souza, 321, Jardim Nova América, registered in the CNPJ/MF under number
02.538.000/0001-75, represented herein in accordance with its Articles of Association by its
Director, João Carlos Ribeiro de Albuquerque, holder of identity card (RG) No. 2.984.078 – SSP/RJ
and Personal Tax (CPF) No. 037.352.304-15, AEI Investimentos Energéticos, with registered office in
the city of Campinas, state of São Paulo, at Rua Ary Antenor de Souza, 321, Suite 2M, Jardim Nova
América, registered in the CNPJ/MF under number 02.761.727/0001-17, represented herein in
accordance with its Articles of Association by its Director, João Carlos Ribeiro de Albuquerque,
holder of identity card (RG) No. 2.984.078 – SSP/RJ and Personal Tax (CPF) No. 037.352.304-15, AEI
Brazil Finance Ltd., with registered office at Clifton House, 75 Fort Street, George Town, Grand
Cayman, Cayman Islands, registered in the CNPJ/MF under number 06.377.075/0001-72, represented
herein by its legal representative, João Carlos Ribeiro de Albuquerque, holder of identity card
(RG) No. 2.984.078 – SSP/RJ and



	 	 	 
	 ++STAMP++
 ATTORNEY
GENERAL’S
 OFFICE/ANEEL
 APPROVED

	 	 





1









 





++LOGO++

ANEEL

NATIONAL ELECTRICITY AGENCY




THIRD SUPPLEMENTARY CLAUSE TO THE

CONCESSION CONTRACT No. 187/1998-ANEEL

ELEKTRO ELETRICIDADE E SERVIÇOS S.A. — ELEKTRO




Personal Tax (CPF) No. 037.352.304-15, and ETB – Energia Total do Brasil Ltda., with registered
office in the city of Campinas, State of São Paulo, at Rua Ary Antenor de Souza, 321, Suite 2K,
Jardim Nova América, registered in the CNPJ/MF under number 02.886.241/0001-05, represented herein
in accordance with its Articles of Association by its Director, João Carlos Ribeiro de Albuquerque,
holder of identity card (RG) No. 2.984.078 – SSP/RJ and Personal Tax (CPF) No. 037.352.304-15,
herein called the CONTROLLING SHAREHOLDERS, by this instrument and pursuant to the law, hereby
resolve to sign the THIRD SUPPLEMENTARY CLAUSE TO THE CONTRACT OF CONCESSION FOR THE PUBLIC SERVICE
OF ELECTRICITY DISTRIBUTION No. 187/1998-ANEEL, signed on 27 August 1998, pursuant to the following
clauses and conditions, whereas:




- Authorization Resolution No. 308 of 5 September 2005 which approved the segregation of
the activities of ELEKTRO Eletricidade e Serviços S.A., consisting of the restructuring of
the company through the partial division and transfer of the portion of the assets
relating to the generating activities to a new company;




- The Decree of the Superintendent of Economic and Financial Inspection of ANEEL No. 1710
of 28 October 2005 which approved the Evaluation Report of Elektro Eletricidade e Serviços
S.A., with base date 30 September 2005, for the purpose of carrying out the segregation of
activities established by Law 10 848 of 2004, and approved the respective transfer of
assets which took place from 31 July 2005 onwards.




- Authorizing Decision No. 553 of 9 May 2006, which authorized the transfer of the
electricity generating concessions granted to ELEKTRO Eletricidade e Serviços S.A., to
ELEKTRO Geração S.A.;




- Authorizing Decision No. 663 of 22 August 2006, which authorized the transfer of
indirect company control of the concessionaire ELEKTRO Eletricidade e Serviços S.A.,
controlled by ENRON Corp., to Ashmore Energy International Limited;




- Authorizing Decision No. 880 of 24 April 2007, Case 48500.002716/2006-23, which approved
the transfer of shares issued by ELEKTRO Geração S.A., held by ENERGIA Total do Brasil
Ltda. – ETB, Prisma Energy Brasil Finance Ltda. – PEBFL, Empresa Paranaense
Comercializadora Ltda. — EPC, and Prisma Energy Investimentos Energéticos Ltda. – PEIE, to
E.S.P. Agropecuária Ltda.;




- The Decree of the Superintendent of Generating Concessions and Authorizations of ANEEL
No. 2653 of 22 August 2007, which registered with ANEEL the change in the company name of
ELEKTRO Geração S.A., signatory of the Generating Concession Contract No. 001/ANEEL,
signed on 22 December 2006, which adopted the name ARATU Geração S.A., pursuant to the
Minutes of the Extraordinary General Meeting, held on 22 May 2007, already registered in
the Commercial Registry of the State of São Paulo, under the number 213.178/07-2.



FIRST CLAUSE – OBJECT




This Supplementary Clause has as its object the adaptation of the Public Service Concession
Contract for the Distribution of Electricity No. 187/1998 – ANEEL as a consequence of the transfer
of assets, installations, rights and obligations arising from the segregation of the electricity
generating assets of ELEKTRO – ELETRICIDADE E SERVIÇOS S.A. to ARATU GERAçãO S.A., the current name
of ELEKTRO GERAÇÃO S.A., pursuant to Law No. 10848 of 15 March 2004, and pursuant to the terms of
the



	 	 	 
	 ++STAMP++
 ATTORNEY
GENERAL’S
 OFFICE/ANEEL
 APPROVED

	 	 





2









 





++LOGO++

ANEEL

NATIONAL ELECTRICITY AGENCY




THIRD SUPPLEMENTARY CLAUSE TO THE

CONCESSION CONTRACT No. 187/1998-ANEEL

ELEKTRO ELETRICIDADE E SERVIÇOS S.A. -ELEKTRO




Authorizing Resolution Nos. 308 of 5 September 2005 and 553 of 9 May 2006 and the Decree of the
Superintendent of Economic and Financial Inspection of ANEEL No. 1710 of 28 October 2005.



SECOND CLAUSE –ALTERATION




THE FIRST CLAUSE, First Subclause of the Public Service Concession Contract for the Distribution of
Electricity No. 187/1998–ANEEL is hereby modified with the removal of the electricity generation
service, with the following wording:




“FIRST CLAUSE – OBJECT OF THE CONTRACT




This contract regulates the operation of public electricity distribution
services, forming the object of the concessions held by the CONCESSIONAIRE,
identified in Annexes I, II and III, regrouped and identified by municipality, as
per the case, pursuant to ANEEL Resolution No. 168 of 29 May 1998, published in
the Official Federal Gazette of 1 June 1998 and authorized by the Decree of 20
August 1998, published in the Official Federal Gazette of 21 August 1998.




First Subclause - The operation of electricity distribution services, authorized
by the Decree cited in this clause, constitutes a concession identified for each
one of the regrouped areas, identified by municipality, listed in Annexes I, II,
and III of this Contract, for all due contractual and legal effects, and in
particular, for the purposes of any declaration of nullity, intervention,
absorption, extinction or transfer of the concession”



THIRD CLAUSE – REPEAL




The Third Subclause of the FIRST CLAUSE and the SECOND CLAUSE — SPECIFIC CONDITIONS FOR THE
OPERATION OF THE HYDROELECTRIC FACILITIES and its subclauses of the Concession Contract for the
Distribution of Electricity No. 187/1998–ANEEL of 27 August 1998, relating to generating
concessions and authorised by the unnumbered Decree of 20 August 1998, which formed part of the
Electricity Generation Concession Contract No. 001/ANEEL, signed on 22 December 2006, held by ARATU
GERAÇÃO S.A., the current name of ELEKTRO GERAÇÃO S.A., are hereby repealed



FOURTH CLAUSE – RATIFICATION




All the other clauses and conditions of the Concession Contract for the Distribution of Electricity
No. 187/1998–ANEEL of 27 August 1998 and its First and Second Supplementary Clauses are hereby
ratified, with those not expressly amended by this Supplementary Clause remaining valid and
unchanged.



	 	 	 
	 ++STAMP++
 ATTORNEY
GENERAL’S
 OFFICE/ANEEL
 APPROVED

	 	 





3









 






++LOGO++

ANEEL

NATIONAL ELECTRICITY AGENCY




THIRD SUPPLEMENTARY CLAUSE TO THE

CONCESSION CONTRACT No. 187/1998-ANEEL

ELEKTRO ELETRICIDADE E SERVIÇOS S.A. — ELEKTRO




And having so agreed, the parties ordered this instrument to be drawn up in 4 (four) copies of
equal content and form, which are signed by the representative of ANEEL, by the Directors of
ELEKTRO ELETRICIDADE E SERVIÇOS S.A., and by the CONTROLLING SHAREHOLDERS, together with the
witnesses identified below, for the due legal purposes.



Brasilia — 18 December 2007.




FOR ANEEL:




	 	 	 	 	 
	 

	 	/s/ Jerson Kelman
 

JERSON KELMAN


General Director
	 	 






FOR ELEKTRO – ELETRICIDADE E SERVIÇOS S.A.:




	 	 	 
	/s/ Carlos Marcio Ferreira

	 	/s/ Luiz Sérgio Assad
	 

	 	 
	CARLOS MARCIO FERREIRA2

	 	LUIZ SÉRGIO ASSAD3
	Chairman and Director

	 	Director of Regulatory and Institutional Affairs






FOR THE CONTROLLING SHAREHOLDERS:

EPC – EMPRESA PARANAENSE COMERCIALIZADORA LTDA.:



	 	 	 	 	 
	 

	 	/s/ João Carlos Ribeiro De Albuquerque
 

JOÃO CARLOS RIBEIRO DE ALBUQUERQUE4
	 	 
	 

	 	Director	 	 






AEI BRAZIL FINANCE LTD:




	 	 	 	 	 
	 

	 	/s/ João Carlos Ribeiro De Albuquerque
 

JOÃO CARLOS RIBEIRO DE ALBUQUERQUE5
	 	 
	 

	 	Director	 	 






AEI INVESTIMENTOS ENERGÉTICOS LTDA.:




	 	 	 	 	 
	 

	 	/s/ João Carlos Ribeiro De Albuquerque
 

JOÃO CARLOS RIBEIRO DE ALBUQUERQUE6
	 	 
	 

	 	Director	 	 






ETB – ENERGIA TOTAL DO BRASIL LTDA.:




	 	 	 	 	 
	 

	 	/s/ João Carlos Ribeiro De Albuquerque
 

JOÃO CARLOS RIBEIRO DE ALBUQUERQUE7
	 	 
	 

	 	Director	 	 






WITNESSES:




	 	 	 
	/s/ Marcos De Abreu Sampaio Spinelli

	 	/s/ Jandir Amorim Nascimento
	 

	 	 
	Name: MARCOS DE ABREU SAMPAIO SPINELLI

	 	Name: JANDIR AMORIM NASCIMENTO






	 	 	 
	CPF: CPF 000.629.468-54

	 	 






	 	 	 
	 ++STAMP++
 ATTORNEY
GENERAL’S
 OFFICE/ANEEL
 APPROVED
	 








 




			
	2	 	++CIVIL REGISTRY STAMP:++

AUTHENTICATED ð

RICARDO DE S. BENEVIDES

	 
	3	 	cf. 1
	 
	4	 	cf. 1
	 
	5	 	cf. 1
	 
	6	 	cf. 1
	 
	7	 	cf. 1





4