Re: Eden - Siderca

---------------------- Forwarded by Sara Shackleton/HOU/ECT on 07/28/99 11:10
AM ---------------------------

Enron Capital & Trade Resources Corp.

From: Patricia Cini 07/28/99 07:32 AM

To: Brent Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Sara Shackleton/HOU/ECT@ECT
Subject: Re: Eden - Siderca

Brent-

The deal has changed (see bottom) and according to Rolo it is still in the
development stage.

Regards,

Pat

---------------------- Forwarded by Patricia Cini/HOU/ECT on 07/28/99 07:31
AM ---------------------------
From: Rodolfo Freyre AT ENRON_DEVELOPMENT@CCMAIL on 07/23/99 08:34 AM
To: Patricia Cini/HOU/ECT@ECT
cc: Federico Cerisoli AT ENRON_DEVELOPMENT@CCMAIL
Subject: Re: Eden - Siderca

Pat,

That's a good question. Actually we are still defining prices with Eden to
see what we are going to offer Siderca.

Following steps:
Eden and Enron to agree on structure and pricing;
Eden will present the structure to Siderca;
Siderca has to agree to the proposed structure and prices and will start
negotiating documents.

I suggest that we hold on until we agree with Eden on point 1, and once that
is decided, we can start working on it.

Regards,

Rolo

From: "Patricia Cini/HOU/ECT" AT ECT@ccMail on 07/22/99 02:44 PM CDT

To: Rodolfo Freyre/ENRON_DEVELOPMENT
cc:

Subject: Re: Eden - Siderca

Rolo-

Where are you with this deal? We will need to have underwriting become
involved if you are looking at paying 12MM up front.

Please let me know when you are ready to have a conference call with
underwriting and myself to discuss this deal in detail.

Regards,

Pat

From: Rodolfo Freyre AT ENRON_DEVELOPMENT@CCMAIL on 07/07/99 04:02 PM

To: Patricia Cini@ECT
cc: Federico Cerisoli AT ENRON_DEVELOPMENT@CCMAIL, "Don
Black/ENRON_DEVELOPMENT" AT ENRON_DEVELOPMENT@CCMAIL
Subject: Eden - Siderca

Importance: High
---------------------------------

Pat,

Fede and I met this morning with Eden. For the time being, we are going to
work with them on another deal (which I will explain below) and we will
suspend the Swap deal that we were currently working on..

Eden - Siderca - Enron Deal

Eden has a full-requirement PPA (140MW) with a TOP of around 50 MWs with
Siderca that ends on May 31st, 2006. The contract price is approximately $30
/Mwh (adjusted with a formula) clearly out of the money. The contract also
states that Siderca will have to pay $12MM penalty to Eden in the event
Siderca wants to early terminate the contract. We have proposed to Eden the
following structure:

Enron will pay Eden an upfront payment of $12MM so that Eden terminates the
contract with Siderca, and then Enron can transact with Siderca. Enron will
sign a MSA with Siderca selling (financially) for around 70 MW flat during
the term of the agreement.
Enron will sign a MSA with a Generator (possibly CTSN - an AES Co. - or
Central Puerto) to buy (financially) 70 MW flat during the term of the
agreement.
Siderca will sign a physical power contract with a generator for 70 MW @ spot
prices.
Term of the agreement: Nov '99 - March '06.

One important point is to determine what will the concept for the Upfront
Payment that Enron will make to Eden. Fede and I
thought about two options:
Dummy Option or,
Direct Payment to the Main Shareholders of Eden on an off-shore basis

I am attaching a slide were the transaction is described. If you have any
questions about the deal structure, do not hesitate to call either Fede or
myself.

Rolo

(See attached file: Siderca-Eden.ppt)
- Siderca-Eden.ppt