EX-4.6






Exhibit 4.6




Vasco

This document is in agreement with the original

/s/ Erika de O. Borges Franco

Erika de O. Borges Franco

Secretary of SFF/ANEEL




NATIONAL ELECTRICITY AGENCY — ANEEL




CASE NO. 48100.001114/97-62




FIRST SUPPLEMENTARY CLAUSE TO THE DISTRIBUTION CONCESSION CONTRACT NO. 187/98 — ANEEL




	 	 	 
	 

	 	FIRST SUPPLEMENTARY CLAUSE TO
	 

	 	THE ELECTRICITY DISTRIBUTION
	 

	 	CONTRACT, 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 “J”, Annex, Brasilia, Federal District, registered in
the Corporate Tax Register of the Ministry of Finance (CGC/MF) under number 02.270.669/0001-29,
represented by its General Director, José Mário Miranda Abdo, under the terms of item V of Art. 10,
Annex I of Decree No. 2335 of 6 October 1997, hereafter called ANEEL, ELEKTRO – ELETRICIDADE E
SERVIÇOS S.A., with registered office in the city of São Paulo, State of São Paulo, at Rua Bela
Cintra, 847, 7th floor, registered in the CGC/MF under number 02.328.280/0001-97,
hereafter called the CONCESSIONAIRE, represented pursuant to its Articles of Association by its
Chairman, Orlando R. González, and by its Director of Regulatory Affairs, Luiz Sérgio Assad, with
the intervention of the EPC – Empresa Paranaense Comercializadora Ltda., with registered office in
the city of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 11541, 5th
floor, registered in the CGC/MF under number 02.538.000/0001-75, represented in accordance with
its Articles of Association by its Managing Director, Diomedes Christodoulou, call herein the
CONTROLLING SHAREHOLDER, holder of the controlling stake equivalent to at least 51% of the voting
shares; HEREBY RESOLVE, by mutual agreement and pursuant to the law, to AMEND the Concession
Contract No. 187/98, signed on 27 August 1998, as a function of the terms of case No.
48500.003886/98-15, through the following clauses and conditions:




FIRST CLAUSE



The Sixth and Tenth Clauses of the Distribution Concession Contract No. 187/98 — ANEEL, were
amended with the following Subclauses:



SIXTH CLAUSE — OBLIGATIONS OF THE CONCESSIONAIRE



In addition to the other obligations deriving from the law and specific regulatory provisions, the
following shall constitute obligations of the CONCESSIONAIRE relating to the provision of the
assigned public services:




	 	 	 	 	 
	 ++STAMP++

 ATTORNEY GENERAL’S OFFICE/ANEEL

 APPROVED


	 	[Sundry
initialling]
	 	 ++STAMP++

 ELEKTRO

 LEGAL






 









 





First Supplementary Clause to the Distribution Concession Contract Number 187/98 — ANEEL — ELEKTRO




Sixth Subclause — In light of the incorporation carried out pursuant to Arts. 223 to 225 and 227 of
Law No. 6404 of 15 December 1976, the CONCESSIONAIRE assumes the constrained commitment, with
regard to the Granting Authority, of adopting the procedures indicated below:



I — to maintain the changes produced as a function of the incorporation authorized by ANEEL
Resolution No. 34 of 24 February 1999 recorded in a separate account, with an inspection of the
economic and financial statements, containing a Cash Flow Statement from the incorporation
operation; submitting to ANEEL, whenever requested, all of the information relating to the
incorporation and its consequences. CASH FLOW shall be understood as meaning, for the present
purposes, the determined net income arising from the “Inflows” and “Outflows” of resources linked
to the incorporation, as specified in the Seventh Subclause.



II – to contribute equity from the shareholders, in the event that the CASH FLOW is considered
inadequate. The contributed resources shall remain without remuneration by the tariff until the
incorporated goodwill has been amortized.



III – to submit and obtain approval from the General Meeting of Shareholders of the company
resulting from incorporation, within at most 120 days from the date of entering into this First
Additional Clause, for the commitment to contribute resources, cited in the previous item.



Seventh Subclause — In calculating the CASH FLOW, “Inflows” shall be considered solely and
exclusively to be the saving in taxes and the dividends which are no longer distributed, generated
by the operation, and “Outflows” to be the payments made by way of amortization of the principal
amount and the respective charges linked to the incorporated portion of the debt which is still
outstanding at the time.



Eighth Subclause — In determining the CASH FLOW, any positive balance for a given financial year
may be considered in the following financial year and may be updated by the change in the General
Market Prices Index (IGPM) of the Getúlio Vargas Foundation, taken on the basis of the indices
published for the month of December of each financial year.



Ninth Subclause — The CASH FLOW shall be determined on an annual basis, and if the need for the
provision of capital is determined (inadequate CASH FLOW), the same shall be made by the
controlling shareholders1 for the amount of “Outflows” exceeding the “Inflows” up to the
limit of outstanding loans linked to the incorporated debt and their associated accrued interest
which has not been paid or capitalized at the date in question, which must take place by the date
of the Ordinary General Meeting which assesses the financial statements for the relevant financial
year.



Tenth Subclause — The effects of the incorporation authorized shall in no case be considered for
the purpose of evaluating the economic and financial equilibrium of the concession, including costs
to be covered by the tariff and investments to be remunerated; nor shall these be considered in any
event for the purpose of readjusting or revising the tariffs.



TENTH CLAUSE — PENALTIES




Fifth Subclause — In the event of failure to comply with the procedures established in items I, II
and III of the Sixth Subclause of the Sixth Clause to which this Additional Clause relates, the
CONCESSIONAIRE shall be subject to a fine on its invoicing value corresponding to the twelve (12)
months prior to drawing up the Notice of Assessment, with the following scale:



	 	 	 	 	 
	 ++STAMP++

 ATTORNEY GENERAL’S OFFICE/ANEEL

 APPROVED

	 	[Sundry
initialling]

	 	 ++STAMP++

 ELEKTRO

 LEGAL








 




			
	1	 	Translator’s note: [sic]





 









 





First Supplementary Clause to the Distribution Concession Contract Number 187/98 — ANEEL — ELEKTRO




I — failure to comply with item I, fine of 1% (one per cent).



II — failure to comply with items II and III, fine of 2% (two per cent).



Sixth Subclause — For the purposes considered in the Fifth Subclause of this Clause, invoicing
value shall be understood as meaning the revenues deriving from the sale of electricity and
provision of services, minus ICMS [Individual state sales] tax and ISS [Service] tax.



SECOND CLAUSE — RATIFICATION




All other conditions and provisions established in the Clauses of the Distribution Concession
Contract No. 187/98 — ANEEL shall remain unchanged, thus being hereby ratified. And having so
agreed, the parties sign this additional clause, in three copies of equal content and form,
together with the witnesses identified below.



Brasilia — Federal District, 14 December, 1999.




FOR ANEEL:




	 	 	 	 	 
	 

	 	/s/ José Mário Miranda Abdo
 

JOSÉ MÁRIO MIRANDA ABDO
	 	 
	 

	 	General Director of ANEEL	 	 






FOR THE CONCESSIONAIRE:




	 	 	 
	/s/ Orlando R. González

	 	/s/ Luiz Sérgio Assad
	 

	 	 
	ORLANDO
R. GONZÁLEZ

	 	LUIZ SÉRGIO ASSAD
	Chairman

	 	Director of Regulatory Affairs






FOR THE CONTROLLING SHAREHOLDER:




	 	 	 	 	 
	 

	 	/s/ Diomedes Christodoulou
 

DIOMEDES CHRISTODOULOU
	 	 
	 

	 	Managing Director	 	 






WITNESSES:



	 	 	 
	/s/ Romeu Donizete Rufino

	 	/s/ Marco Antonio De O. Siqueira
	NAME: ROMEU DONIZETE RUFINO

	 	MARCO ANTONIO DE O. SIQUEIRA
	CPF: 143.921.601-06

	 	CPF: 593.263.287-91
	ID: 003551 SSP/DF
	 	 






	 	 	 	 	 
	 ++STAMP++ 

 ATTORNEY GENERAL’S OFFICE/ANEEL 

 APPROVED

	 	[Sundry
initialling]
	 	 ++STAMP++

 ELEKTRO

 LEGAL