Does Jeff's explanation make any sense to you?  
---------------------- Forwarded by Brent Hendry/ENRON_DEVELOPMENT on 
30/09/99 12:23 PM ---------------------------
From: Patricia Cini@ECT on 30/09/99 09:14 AM CDT
To: Lynn Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Brent Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 
Subject: Re: Acindar Deal

Lynn-

This is a response from Jeff Kabel (manager at Enron Argentina) to my 
question regarding who was advising them on strucuturing a loan through a 
swap from a tax perspective?

Regards,

Pat

---------------------- Forwarded by Patricia Cini/HOU/ECT on 09/30/99 09:10 
AM ---------------------------


Jeff Kabel@ENRON_DEVELOPMENT
09/30/99 08:55 AM
To: Bernardo Andrews/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Patricia Cini/HOU/ECT@ECT, Federico 
Cerisoli/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John J 
Shoobridge/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 
Subject: Re: Acindar Deal  

Though termed "dummy swap" for internal discussions it is actually an 
out-of-the-money swap for Enron.  That is, to ensure that Acindar repays the 
loan through the compensating in-the-money purchase of power in 2003 (with no 
payments from them before this time) we need to structure the swap starting 
in 1999 in this way.  Andersen has advised us of the tax implications of 
various financial "risk managment" structures and loans, this one qualifying 
as the former with no withholding tax levied.

Jeff


Bernardo Andrews   09/30/99 11:37 AM

To: Patricia Cini/HOU/ECT@ECT
cc: Federico Cerisoli/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeff 
Kabel/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John J 
Shoobridge/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 

Subject: Re: Acindar Deal  

We are being advised by Arthur Andersen. We are diiscussing with them on all 
tax and swap design issues (on taxation purposes).

Best Regards,

Bernardo



To: Bernardo Andrews/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:  
Subject: Re: Acindar Deal  

Bernardo-

Who was advising you on the tax issues of this deal and making the 
recommendation to set up "dummy swaps"?

Regards,

Pat