ISDA

---------------------- Forwarded by Sara Shackleton/HOU/ECT on 09/30/99 09:04
AM ---------------------------

Brian Swinford@ENRON_DEVELOPMENT
09/30/99 08:26 AM
To: Sara Shackleton@ECT
cc:
Subject: ISDA

Sara,

Bruce Harris gave me you name as a contact for getting a copy of Enron's
approved ISDA documentation. I am looking a helping our 50% owned
subsidiary, CIESA do an interest rate swap to fix rates on its $220MM
floating rate note agreement. The existing swap which was done in 1997 runs
off on 10/22/99. The tax department here at Enron (South America) have asked
me to let them review any swap documentation we plan on entering into
beforehand so they can look at any tax issues (i.e., tax law changes that may
have occured since the last swap was done).

I am not sure what documentation was used the last time around - I have asked
the financial folks at TGS which manages the CIESA FRN on behalf of Enron and
Perez Companc to send me a copy of whatever documentation was used before as
a starting place but haven't heard back from them. Do you happen to have any
information on the previous swap?

I am on my way to Dallas for the day. I will give you a call tomorrow to
check in. Thanks.

BRS