FYI.
----- Forwarded by Eddy Daniels/NA/Enron on 05/22/2001 08:53 AM -----

	Eddy Daniels
	05/22/2001 08:53 AM
		 
		 To: Vladimir Gorny/Enron@EnronXGate, Paul Radous/Enron@EnronXGate
		 cc: John Novak/SA/Enron@Enron, Federico Cerisoli/SA/Enron@Enron, Erwin 
Landivar/SA/Enron@Enron
		 Subject: New YPF GSA  vs. 10/98 GSA

Please find attached the most current draft of the renegotiated YPF GSA 
reflecting the new commercial terms reached in the past few weeks with YPF 
and Andina compared against 10/98 GSA. 

Here are a  few highlights of the revised deal: 

1.  significant reduction in price (Article 2)
2.  delivery point for all gas now inlet of GTB (Article 13) shifting all 
upstream transportation cost to Sellers
3.  55% take or pay with 5 year makeup (increased from 1 year makeup) 
(Articles 1 & 4)
4.  increased annual damages cap from $4 million to $20 million (Article 6)
5.  added concept of joint proportional liability (not joint & several)  -- 
effectively, YPF is liable for 50% of the damages caused by Andina, and vice 
versa (Article 6)
6. increased flexibility in event of PPA termination or change in Brazilian 
law (ToP to 0% and repricing option) (Article 20) 
7.  increased exclusivity obligation from 75% to 100% (upon expiry of Vintage 
ST) (Article 8)
8.  L/C required in event of SCC payment default inceased from $12.5 million 
to $20 million (Article 9)
9.  added permitted assignments in event of sale of EPE and to Sellers 
affiliates/aggregator (Article 16)
10.  Sellers to sign consent re financing at GSA closing -- Banks' put option 
should disappear (Article 16)

The issues that are still being refined are damges during commissioning 
(Sellers want reduced cap) and details/mechanics of the repricing option in 
Article 20.
 
Fede & Erwin are planning to circulate a 1st draft of the DASH on Friday.  
Please let me know if I can answer any questions or provide any additional 
info. in the meantime.  We expect to be in position to sign the new GSA by 
late next week (June 1 at the latest).

Regards,  

Eddy Daniels

Edmund D. Daniels
Senior Counsel
Enron North America Corp.
1400 Smith, EB 3813
Houston, Texas 77002
713.345.4753 (direct)
713.646.3490 (telecopy)
----- Forwarded by Eddy Daniels/NA/Enron on 05/22/2001 08:11 AM -----

	"Nazro, Phillips" <pnazro@velaw.com>
	05/21/2001 09:35 PM
		 
		 To: "'Celina Ozorio (E-mail)'" <Celina.Ozorio@enron.com>, "Lefler, Dean" 
<dlefler@velaw.com>, "'Federico Cerisoli (E-mail)'" 
<Federico.Cerisoli@enron.com>, "'Eddy Daniels (E-mail)'" 
<eddy.daniels@enron.com>, "'Erwin Landivar (E-mail)'" 
<Erwin.Landivar@enron.com>
		 cc: 
		 Subject: RE: ARGSA - vs. 10/98 GSA





?
 
Attached  please find the May 21st draft marked against the 1998 GSA? (for 
real this  time)?
?
Phillips  Nazro
Vinson & Elkins L.L.P.
600 Congress Avenue, Suite 2700
Austin, Texas 78701-3200
Phone: (512) 495-8639
Fax: (512) 236-3486
pnazro@velaw.com
?
?
 - Austin_200420_1.DOC