MSA with TGS

Are Pat's conclusions accurate? SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 08/23/99 05:16
PM ---------------------------

Enron Capital & Trade Resources Corp.

From: Patricia Cini 08/23/99 05:15 PM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: MSA with TGS

Sara:

I just spoke with Rolo and he advised the ownership structure of
Transportadora de Gas del Sur S.A. (TGS):

70% of TGS is owned by Compania de Inversiones de Energia S.A. (CIESA)
CIESA is owned 50% by Enron and 50% by Perez Companc.
In the corporate workbook the ownership structure of CIESA is outlined.

The ownership structure of CIESA is somewhat complex and it appears that
Enron Pipeline Company-Argentina S.A. is the legal entity that owns the
shares in CIESA.

I am assuming the best way to structure the event of default is to say if
Enron Corp. through its wholly-owned subsidiaries no longer owns 50% of CIESA
and/or if CIESA no longer owns 70% of TGS then, a Change in Ownership Event
of Default will have occurred.

Please let me know what you think of this.

Regards,

Pat

---------------------- Forwarded by Patricia Cini/HOU/ECT on 08/23/99 05:01
PM ---------------------------
From: Rodolfo Freyre AT ENRON_DEVELOPMENT@CCMAIL on 08/20/99 01:18 PM
To: Patricia Cini@ECT, Sara Shackleton@ECT
cc: Federico Cerisoli AT ENRON_DEVELOPMENT@CCMAIL, "Don
Black/ENRON_DEVELOPMENT" AT ENRON_DEVELOPMENT@CCMAIL
Subject: MSA with TGS

Pat,

Yetserday we had a meeting with TGS. We agreed to put an MSA in place to
start hedging LPG. They are very interested in doing business with us, so I
suggest we go ahead preparing the MSA.
Do you need TGS financial's or you already have them? Do you need anything
else?

Regards,

Rolo