Material Fact (Somente em Inglês)

Energia Paulista Participações S.A.
CNPJ Nº 04.128.563/0001-10

AES ELPA S.A. (“AES ELPA”), AES Sul Distribuidora Gaúcha de Energia S.A. (“AES Sul”), AES Tietê S.A. (“AES Tietê”), and Eletropaulo Metropolitana Eletricidade de São Paulo S.A. (“Eletropaulo”) and Energia Paulista Participações S.A. (“Energia Paulista”)  pursuant to CVM Instruction 358, of January 3, 2002,  (“Instruction 358/02”),  communicate the following:  the conclusion of the  restructuring of debts of the companies controlling  Eletropaulo, AES ELPA and AES Transgás Empreendimentos Ltda. (“Transgás”) with Banco Nacional de Desenvolvimento Econômico Social – BNDES (“BNDES”) and BNDES Participações S.A. (“BNDESPAR” and, together with BNDES, the “BNDES”).   
The AES Corporation and some of its controlled companies (together, “AES”), and BNDES entered into contracts and agreed to implement corporate acts, terms and conditions, all of which are irrevocable and irreversible (the “Definitive Documents”), but efficiency of which is subject to prior authorizations by the competent regulatory authorities, notedly the prior approval byAGÊNCIA  NACIONAL DE  ENERGIA ELÉTRICA – ANEEL and the BRAZILIAN CENTRAL BANK (BANCO CENTRAL DO BRASIL) – BACEN.  
The Definitive Documents, in summary, resulted in the acts and relations that follow:  
(i)  AES and the BNDES subscribed the total capital of BRASILIANA  ENERGIA  S.A. (“Brasiliana”), a public corporation created to hold and exercise, directly or indirectly, the control of the following operating companies: AES Tietê, Eletropaulo and AES Uruguaiana Empreendimentos S.A. (“Uruguaiana”) (together the  “Brasiliana Controlled Companies”), such subscription being made in the proportion of 50.01% of the voting  capital and 46.15% of the total capital AES paid up upon the contribution by AES of its shareholdings in the abovementioned companies and 49.99% of the voting capital and 53.84% of the total capital by the BNDES paid up upon the conversion of a part of the credits of BNDES with AES ELPA and Transgás;  
(ii)  Brasiliana issued debentures convertible into common shares and with actual guarantee represented by shares held by Brasiliana in the capital of the following companies: Controlled Companies, Eletropaulo, AES ELPA, Transgás, AES Uruguaiana Inc, Uruguaiana and Energia Paulista. The debentures can be converted into shares in case of default, being the total maturity term ten years. The issue has its value in reais equivalent to US$ 510 million (five hundred and ten million North-American dollars), fully subscribed by the BNDES System, BNDESPAR and paid up with its remaining credits with AES Elpa and Transgás.  After the conversion of the balance of the debts of AES  Elpa  and  Transgás, prior to the ongoing restructuring, as well as subsequent to the payment by AES Corporation in the amount of US$ 90 million.
As a result of the referred to subscription of shares and debentures convertible into shares issued by Brasiliana, by the BNDES the totality of the  debts of AES Elpa and Transgás with the BNDES System arising from the acquisition of ordinary  and preferred shares of Eletropaulo by AES was restructured.
AES and the BNDES System entered into a shareholders’ agreement to regulate the exercise of their voting rights and the mutual restraints to the  transfer of their shares in Brasiliana, as well as the rules for the management of the Brasiliana Controlled Companies. The shareholders’ agreement will be disclosed after the verification of the suspensive conditions of its effectiveness, in compliance with the applicable legislation, and will be duly forwarded to the Securities Commission (COMISSÃO DE VALORES MOBILIÁRIOS)  –  CVM, after the verification of the suspensive conditions of its effectiveness, as previously mentioned.
The grant of approval by the regulatory authorities and consequent effectiveness of the Definite
Contracts will be disclosed pursuant to CVM Instruction 358/02.

São Paulo, December 29, 2003.

Andrea Cristina Ruschmann
Investor Relations Director
 AES Elpa S.A.

Kerry Yeager
Investor Relations Director
AES Sul Distribuidora Gaúcha de Energia S.A.

Paulo Roberto Dutra
nvestor Relations Director
AES Tietê S.A.

Andrea Cristina Ruschmann
Investor Relations Director
ELETROPAULO Metropolitana
Eletricidade de São Paulo S.A.

Paulo Roberto Dutra
Investor Relations Diretor
Energia Paulista Participações S.A.

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