Dear Alejandro and Francisco,

I spoke with both our legal and credit departments in order to answer your 
questions.  In regards to an agreement to complete the specific three-year 
fixed price financial swap, a "Deemed ISDA" agreement would need to be 
enacted.  This document would be modified from the general example that we 
previously sent you. A draft agreement would recognise your company's 
location in Chile and  recognise the agreement under the Laws of the State of 
New York as you requested. 

Our legal staff will put together a draft of the "ISDA" for your review, and 
we will send it as soon as it is completed.  Please contact me if you have 
any additional questions.

Sincerely,

Scott F Griffin
Enron Corp.
Phone: 713-345-3242