ENAP Agreements

Gerald,
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Per our recent discussions, I am sending you this e-mail to cover the conte=
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that we would like to put into a revised letter agreeement=01;with ENAP.=01=
; As for=20
the CA I would use the following information:
Mr. Salvador Harambour Giner

E & P General Manager

Empresa Nacional Del Petroleo

Casilla 123, Correo 35 Las Condes

CP 6760197=20

Santiago, CHILE

We need the CA to cover a contemplated structured transaction between "Enro=
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Compression Services and Enron South America Gas Marketing regarding=01;a=
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potential transaction concerning=01;all of their oil & gas fields=01;in the=
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Magallenes Region=01;in Southern Chile including any hydrocarbon volumes an=
d=20
existing sales contracts."
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As for the Engagement Letter, I would use a similar format to the previous=
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letter and make sure that it has the following steps outlined:

* The effective date of the engagement will start upon signature.
* ENAP will use best efforts to submit to Enron all of the information that=
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it requires to develop a proposal within 30 days.=01; Enron will submit a=
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revised request for data upon execution of this letter agreement.
* Enron will use best efforts to submit an initial proposal within 30 days=
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thereafter and develop definitive agreements with ENAP within 90 days from=
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the date that Enron had received the data from ENAP.

This should target us to close on a transaction on or around September 1,=
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2001.
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Please develop these agreements and I will call you later today or tomorrow=
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morning so that we can finalize and get drafts to ENAP to review.
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Thanks,
Chris
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