8/2/2019 20090527RCALSA27052009_eng

1/7

LIGHT S.A.Corporate Taxpayer's ID (CNPJ/MF) 03.378.521/0001-75

Corporate Registry ID (NIRE) 3.330.026.316-1

PUBLICLY-HELD COMPANY

MINUTES OF THE BOARD OF DIRECTORS MEETING OF LIGHT S.A., HELD ONMAY 27, 2009, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH1, OF ARTICLE 130, OF LAW 6,404/76.

1. Date, Time and Place: May 27, 2009, at 10:00 A.M., at Av. Marechal Floriano, n168, Centro, in the City of Rio de Janeiro, State of Rio de Janeiro.

2. Attendance: Sitting board members Aldo Floris, Carlos Augusto Leone Piani,Djalma Bastos de Morais, Eduardo Borges de Andrade, Chairman of the meeting,Firmino Ferreira Sampaio Neto, Ricardo Coutinho de Sena, Ricardo Simonsen, SrgioAlair Barroso, Elvio Lima Gaspar, Ruy Flaks Schneider and Jos Luiz Silva. Deputy

Board Members Ana Marta Horta Veloso, Carlos Roberto Teixeira Junger, Joo BatistaZolini Carneiro, Lauro Alberto De Luca, Luiz Fernando Rolla, Paulo Roberto ReckziegelGuedes, Almir Jos dos Santos, Joaquim Dias de Castro and Carmen Lcia ClaussenKanter also attended the meeting, although they did not take part in the voting. AttorneyPatricia Veiga Borges was invited to be the Secretary of the meeting. Officers Jos LuizAlqures and Ronnie Vaz Moreira also attended the meeting.

3. Agenda Unanimous Resolutions:

3.1. 6th Issue of Debentures of Light S.E.S.A.The Board of Directors, by unanimous vote, approved and advised the board membersappointed by Light S.A. in the Board of Directors of Light S.E.S.A. to approve the sixth

(6th

) issue of simple debentures of Light Servios de Eletricidade S.A. (Issuer), of theunsecured type, with additional guarantee, in the amount of two hundred and fiftymillion reais (R$250,000,000.00) (Issue and Debentures, respectively), with thepossibility of an increase of up to thirty-five percent (35%) through the issue ofsupplementary and additional debentures (as defined below), provided that the totalIssue volume does not exceed the amount of three hundred million reais(R$300,000,000.00), for public offering, which shall have the following characteristicsand conditions (Offering):

(i) Number of Tranches: the Issue shall be carried out in a single tranche.(ii) Issue Date: for all legal effects, the issue date of the Debentures shall be June

1, 2009 (Issue Date).

(iii) Unit Par Value: the Debentures shall have a unit par value, on the Issue Date,of one thousand reais (R$1,000.00) (Unit Par Value).

(iv) Number of Securities: two hundred and fifty thousand (250,000) Debenturesshall be issued.

(v) Total Value of the Issue: the Issue value, on the Issue Date, shall be twohundred and fifty million reais (R$250,000,000.00) (6th Issue Total InitialValue), and the increase of up to thirty-five percent (35%) is possible throughthe issue of supplementary and additional debentures (as defined below),provided that the total Issue volume does not exceed the amount of threehundred million reais (R$300,000,000.00).

(vi) Supplementary Debentures: the number of Debentures initially offered(without considering the Additional Debentures) may be increased by up to

15%, according to the demand shown in a bookbuilding procedure

8/2/2019 20090527RCALSA27052009_eng

2/7

(Bookbuilding Procedure"), at the exclusive discretion of the Coordinators,pursuant to Article 14, paragraph 1, of CVM Rule 400/03.

(vii) Additional Debentures: The number of Debentures initially offered (withoutconsidering the Supplementary Debentures) may be increased by up to 20%,according to the demand verified in a Bookbuilding Procedure, at the exclusivediscretion of the Issuer, pursuant to Article 14, paragraph 2, of CVM Rule400/03.

(viii) Effectiveness Term and Maturity Date: the Debentures shall have aneffectiveness term of two (2) years, counted from the Issue Date, thereforeexpiring on June 1, 2011 (Maturity Date).

(ix) Form and Convertibility: the Debentures shall not be convertible into sharesissued by the Issuer and they shall be issued in registered book-entry form,without certificates.

(x) Type: the Debentures shall be of the unsecured type, with no guarantee orpreference.

(xi) Remuneration: the Debentures shall be entitled to interest corresponding tothe accumulation of up to one hundred and thirty-three percent (133%) of the

daily average rate of one-day Interbank Deposits DI, over extra group, calledOver Extra Group DI Rate, expressed as percentage per year, based on ayear of two hundred and fifty-two (252) business days, calculated and disclosedby CETIP S.A. - OTC Clearing House (CETIP), in the Daily Newsletteravailable on its website (http://www.cetip.com.br) (Remuneration), consideringthat the final rate applicable for the Remuneration calculation shall be definedthrough a bookbuilding process to be conducted by the intermediary institutionsresponsible for the Offering (Coordinators). The Remuneration of theDebentures shall be paid semiannually, on the following dates: December 1,2009, June 1, 2010, December 1, 2010 and on the Maturity Date, namely, June1, 2011.

(xii) Subscription Price and Form of Payment: the Debentures shall be

subscribed by their Unit Par Value plus Remuneration, calculated pro ratatemporisfrom the Issue Date until the effective subscription and payment date.The Debentures shall be paid up in a lump sum, in domestic currency, at thetime of subscription.

(xiii) Scheduled Renegotiation: there shall be no scheduled renegotiation.(xiv) Scheduled Amortization: the Debentures Unit Par Value shall be amortized in

a single payment, on the Maturity Date.(xv) Early Redemption: there are no events for early redemption.(xvi) Distribution Plan: pursuant to the provisions of the deed of issue of

Debentures (Deed of Issue) and of the Debentures public offering agreementto be executed between the Issuer and the Coordinators, the Debentures shallbe the purpose of a public offering, under a firm commitment basis, with

intermediation of financial institutions comprising the Brazilian distributionsystem of securities, for placement with individuals, legal entities, investmentfunds, pension funds, managers of third-party funds, institutions authorized bythe Brazilian Central Bank to operate, insurance companies, private pension orcapitalized savings institutions, as well as institutional or qualified investorspursuant to CVM Rule 409, of August 18, 2004, as amended, taking intoaccount the risk profile of the Offering recipients. There shall be no earlyreservations, nor the determination of maximum or minimum lots. TheCoordinators shall organize the placement of the Debentures with interestedinvestors, and may take into account their relationships with clients and othercommercial or strategic aspects, and shall ensure that: (a) investors receive afair and equitable treatment; (b) the investment is adjusted to the investors riskprofile; and (c) copies of the Prospectus are made available to investors.Pursuant to Article 30 of CVM Rule 400/03, the Offering shall only be concluded

8/2/2019 20090527RCALSA27052009_eng

3/7

upon distribution of all Debentures representing the 6 th Issue Total Initial Value.The number of Debentures of the Offering may be increased if the option fordistribution of an additional lot and/or a supplementary lot of debentures isexercised, pursuant to Article 14, paragraph 2, and to Article 24, of CVM Rule400/03, respectively, provided that the Issue total value does not exceed theamount of three hundred million reais (R$300,000,000.00).

(xvii) Trading: The Debentures shall be registered for distribution in the primarymarket and trading in the secondary market (i) through the SecuritiesDistribution System (SDT) and the Brazilian Debentures System (SND),respectively, both managed and operated by CETIP S.A. - OTC Clearing House(CETIP), with the Debentures being distributed, settled and held in custody atCETIP, and (ii) through the Assets Distribution System (DDA) and theBovespafix Trading System (trading environment for fixed income assets),respectively, both managed and operated by BM&FBovespa S.A. Securities,Commodities and Futures Exchange (BM&FBovespa), with the Debenturesbeing settled, held in custody and traded at BM&FBovespa.

(xviii) Place of Payment: payments related to the Debentures shall be made through

CETIP or BM&FBovespa, that is, through the place they are held in custody,either CETIP or BM&FBovespa. Debentures not held in custody at CETIP orBM&FBovespa shall have their payments made thorough the agent anddepositary bank to be engaged by the Issuer.

(xix) Early Maturity: the following shall be considered events of early maturity of theDebentures:

(a) non-payment of debts or non-compliance with monetary liabilities bythe Issuer, by Light (as defined below) and/or by any of its subsidiariesor affiliates, involving amounts that individually or together are higherthan fifty million reais (R$50,000,000.00), and which are not settledwithin two (2) business days as from the date of default or non-compliance of the liability;

(b) early maturity of any financial debt of the Issuer, Light and/or any of itssubsidiaries or affiliates involving amounts that individually or togetherare higher than fifty million reais (R$50,000,000.00);

(c) protest of bills against the Issuer, Light, and/or any of its subsidiaries oraffiliates, involving individual or aggregate amounts totaling more thanfifty million reais (R$50,000,000.00), except if, within ten (10)successive days from the date the protest was filed, it is duly verifiedby the Issuer and/or Light that the protest resulted from error or third-party bad-faith; (b) it is cancelled; or (c) it is challenged in court withguarantees granted;

(d) dissolution or liquidation of the Issuer, Light and/or any of itssubsidiaries or affiliates, except in the case of HIE Brasil Rio Sul Ltda.

and LIR Energy Ltd.;(e) adjudication of bankruptcy and/or winding up of the Issuer, Light and/or

any of its subsidiaries or affiliates, or application for judicial orextrajudicial reorganization or for bankruptcy by the Issuer, Light and/orany of its subsidiaries or affiliates, or also, any similar procedure thatimplicates insolvency, including arrangement with creditors, pursuantto the applicable legislation;

(f) spin-off, merger or amalgamation of Light S.A. by another company,except for events in which, after announcement of the spin-off, mergeror amalgamation is made, the ratings originally assigned to theDebentures and/or the Issuer [by Standard & Poors and] by MoodysAmrica Latina on the date of publication of the notice ofcommencement of the Offering are not downgraded by the ratingagencies;

8/2/2019 20090527RCALSA27052009_eng

4/7

(g) spin-off, merger or amalgamation of the Issuer by another company,except if said corporate change is approved in advance by theDebenture holders, pursuant to the resolution quorum established inthe Deed of Issue, or if the right for redemption is granted to theDebenture holders that oppose said spin-off, merger or amalgamation,pursuant to Article 231 of the Brazilian Corporation Law;

(h) modification and/or assignment of the direct or indirect share control ofthe Issuer and/or Light S.A., as set forth in Article 116 of the BrazilianCorporation Law, except for events in which, after announcement orimplementation of said modification and/or assignment of sharecontrol, the ratings originally assigned to the Debentures and/or theIssuer [by Standard & Poor's and] by Moodys Amrica Latina on thedate of publication of the notice of commencement of the Offering arenot downgraded by said rating agencies;

(i) sale, by the Issuer, of permanent assets that represent in the sameperiod of twelve (12) months, in an individual or aggregate manner, anamount equal to or higher than fifty million reais (R$50,000,000.00),

except if authorized in advance by a meeting of Debenture holders,observing the resolution quorum set forth in the Deed of Issue;(j) the Issuer loses the concession for exploring activities related to

electric power distribution;(k) the concession grantor suspends the concession granted to the Issuer

due to facts related to the Issuers economic situation;(l) transformation of the Issuer into a limited liability company, pursuant to

Articles 220 and 222 of the Brazilian Corporation Law;(m) reduction of the Issuers capital stock, not for absorption of

accumulated losses, except if authorized in advance by a meeting ofDebenture holders, observing the resolution quorum set forth in theDeed of Issue;

(n) payment of dividends, interest on own capital or any other profitsharing established in the Issuers Bylaws, which were not declareduntil the execution of the Deed of Issue, except for the payment ofminimum mandatory dividend established in Article 202 of the BrazilianCorporation Law, when the Issuer is in default with any of the monetaryliabilities related to the Debentures;

(o) default by the Issuer and/or Light concerning the payment ofRemuneration and/or any monetary liability related to the Debentures;

(p) failure to comply with any non-pecuniary obligation set forth in theDeed of Issue, including, but not limited to, the allocation of funds, andwhich is not settled within ten (10) consecutive days from the date ofreceiving the written notice of non-compliance sent by the fiduciary

agent and/or individually or jointly by the Debenture holders;(q) non-compliance with final and unappealable judicial decisions against

the Issuer and/or Light involving individual or aggregate amountshigher than fifty million reais (R$50,000,000.00);

(r) change to the Issuers and/or Lights corporate purpose, so that: (i) theIssuer no longer operates in the distribution and/or sale of electricenergy; or (ii) Light's main corporate purpose is no longer holdinginterest in companies operating in the generation, distribution and/orsale of electric energy;

(s) creation of lien or encumbrances on relevant assets of the Issuerand/or Light (except if for providing guarantees in judicial oradministrative proceedings or to ensure compliance with energypurchase agreements entered into by the Issuer), considering asrelevant assets those with an individual or aggregate value equal to or

8/2/2019 20090527RCALSA27052009_eng

5/7

higher than twenty million reais (R$20,000,000.00), except ifauthorized in advance by a meeting of Debenture holders, observingthe resolution quorum set forth in the Deed of Issue;

(t) transfer, by the Issuer, of any liability related to the Debentures, exceptif authorized in advance by a meeting of Debenture holders, observingthe resolution quorum set forth in the Deed of Issue; and

(u) non-compliance or default by Light, while there are outstandingDebentures, of the following financial indexes and limits (FinancialIndexes and Limits):

1) Relation between Total Senior Debt and EBITDA:

Total Senior Debt

EBITDA

3.1 (three and one tenth), for the fiscal quarters and years ending as

from January 1, 2009, this date included, pursuant to item 1.1 below.

1.1) Without prejudice to the limit set forth in the above table, the Relation

between the Total Senior Debt and the EBITDA shown in the above table may only

be higher than two and six tenths (2.6) if the Issuer and Light provide evidence

that, at each calculation date of Financial Indexes and Limits, pursuant to the

provisions of the Deed of Issue of Debentures, the indebtedness index that

exceeds two and six tenths (2.6) corresponds exclusively to financing operations

intended for investments by the Issuer and/or Light in the electric energy sector.

The Issuers fiduciary agent shall follow the procedures described in the Deed of

Issue of Debentures concerning early maturity of Debentures when the Total

Senior Debt/EBITDA Relation shown in the above table is higher than two and six

tenths (2.6) and the Issuer and Light do not provide the evidence referred to in this

item 1.1.

For the purposes of Items 1 and 1.1 above:

The Relation between the Total Senior Debt and EBITDA means, at any time, thequotient of the division of (a) Lights Total Consolidated and Adjusted Debt, on the lastday of Lights most recent full fiscal quarter by (ii) Lights EBITDA concerning the lastfour consecutive fiscal quarters prior or close to said date;

Lights Total Consolidated and Adjusted Debt means, at any time, the total payablebalance of principal and interest of the Debts of Light and of any of its subsidiaries,calculated on a consolidated basis, less the balance, at the time, of the total value ofthe consolidated Subordinated Debts;

Debt means, with regard to any Party, with no duplicity, be it funds intended for theassets of said party, total or partial and contingent or not, (i) all liabilities of said Partydue to funds raised through loans, (ii) all liabilities of said Party evidenced by bonds,debentures, notes or similar papers, including any liability resulting from the acquisitionof assets or business, (iii) all liabilities of said Party related to the conditional sale orother forms of agreement for retention of ownership concerning assets acquired by saidParty, (iv) all reimbursement liabilities of said Party related to letters of credit, bankersacceptance or similar papers issued for the benefit of said Party, due to liabilitiesderived from cash loans, (v) all liabilities of said Party related to the deferred price ofpurchase of goods or services (including real estate repurchase contracts, butexcluding accounts payable or other charges incurred as a result of the ordinary courseof business and that are not overdue or that are being challenged in good faith), (vi) all

liabilities of said Party related to lease agreements or other agreements for the transferof use rights, property or assets, (vii) all liabilities of said Party related to the

8/2/2019 20090527RCALSA27052009_eng

6/7

8/2/2019 20090527RCALSA27052009_eng

7/7

financing; and (ii) installments of any liability concerning lease agreements or any otheragreements for the transfer of use rights, property or assets, paid during said period,calculated on a consolidated basis, but excluding (x) the effects of any exchangevariation not constituting cash activity and (y) to the extend they are included in theconsolidated financial statements, the interest paid by Light and its subsidiaries inrelation to any uncovered liability referring to a pension fund (as set forth in the notes tothe consolidated financial statements of the Issuer referring to the fiscal year ended onDecember 31, 2003 and recorded in its consolidated balance sheet, pursuant to CVMResolution 371/00).

2) Relation of Interest Coverage:

EBITDA

Gross Interest Adjusted and Consolidated Expense

2.5 (two and five tenths), for the fiscal quarters and

years ending as from January 1, 2009, including this date.

For the purposes of item 2 above:

Interest Coverage Relation means, at the end of any fiscal quarter, the division of

(a) the sums of EBITDA of the last four consecutive fiscal quarters prior to said date by(b) the sums of the Gross Interest Adjusted and Consolidated Expenses of the last fourconsecutive fiscal quarters prior to said date.

(xx) Allocation of Funds: funds raised by the Issuer through the Offering shall beused for the mandatory early redemption of the commercial promissory notes ofthe Issuers first issue, of May 15, 2009, in the amount of one hundred millionreais (R$100,000,000.00) and for increasing the Issuers working capital.

(xxi) Guarantees: Light S.A., the parent company of the Issuer, enrolled with theCorporate Taxpayer's Register (CNPJ) under no.03.378.521/0001-75 (Light),shall render surety for the Debentures.

3.1.2. The Board of Directors authorized the Companys Board of Executive Officers,and advised the board members appointed by Light S.A. in the Board of Directors ofLight S.E.S.A. to authorize the Board of Executive Officers of Light S.E.S.A., incompliance with the legal provisions, to practice any and all acts related to the issue ofthe Debentures and/or concerning the filing of registration of the Offering with theBrazilian Securities and Exchange Commission (CVM), CETIP, BM&FBovespa andthe National Association of Investment Banks (ANBID), and it may accept proposalsand contract one or more financial institutions allowed to operate in the Brazilian capitalmarkets with the purpose of coordinating the filing of registration of the Offering withCVM, CETIP, BM&FBovespa and ANBID, and contracting services of agent anddepositary bank, fiduciary agent, risk rating agency, attorneys, independent auditorsand others, as the case may be, necessary for the Offering.

I certify that this is a free English translation of the minutes of Light S.A.s Board ofDirectors meeting, held on this date, drawn up in the Companys records.

Rio de Janeiro, May 27, 2009.

Patrcia Veiga Borges

Secretary of the meeting