Don-

I have left a message for you so that we can discuss this deal.  I spoke to 
Ted Murphy briefly about this deal and he wanted to know if ECT has been 
involved in this transaction since they would be entering into the swap.  We 
have outlined a few issues that may have been addressed already, but maybe we 
can discuss these when you have a moment.

Gary Hickerson would need to see this deal due to the CPI and PPI in the 
pricing.  
The crude desk needs to look at this deal as well since their is also a crude 
piece in the pricing.
We also need to address the appropriate credit reserve that needs to be in 
place that reflects the credit risk of TBS
Need to see pricing information between EPE and EN 

Let's discuss when you have a moment.

Regards,

Pat




From: William O Butler AT ENRON_DEVELOPMENT@CCMAIL on 06/04/99 08:54 AM
To: Patricia Cini@ECT
cc: Sara Shackleton@ECT, Wade Doshier@ECT, "Don Black/ENRON_DEVELOPMENT" AT 
ENRON_DEVELOPMENT@CCMAIL, "Richard A Lammers/ENRON_DEVELOPMENT" AT 
ENRON_DEVELOPMENT@CCMAIL 
Subject: Re: Cuiaba




Please Patricia, Sara, give either Don Black or myself a call.  There are 
many parameters of the TBS, YPF deal that can only be managed from a risk 
perspective by EI Southern Cone.  The details of how the oil, PPI and CPI 
risks contained within the transaction are to be managed jointly between EI 
and ECT have yet to be determined but will be shortly.

Please do not proceed further until discussions occur with either Don or 
myself.

Bill
---------------------- Forwarded by William O Butler/ENRON_DEVELOPMENT on
06/04/99 08:38 AM ---------------------------


Don Black
06/03/99 05:12 PM

To:   William O Butler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Nasim H Khan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent 
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Richard A
Lammers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject:  Re: Cuiaba  (Document link: William O Butler)

Stop The Presses!!!!!!!!!!!!   This is a steamroller that needs to be
de-railed.  Bill Butler; Can you find out what is going on here?  If you need 
to get together for a call on this, I suggest we do it fast.  This thing is 
getting away from us.  We just want the guarantees and the neutral swaps from 
ECT or Corp. to keep the lenders happy.  If we need to, we (EI) will enter 
into exactly offsetting swaps with ECT and keep them position neutral.



Richard A Lammers
06/03/99 02:21 PM

To:   Nasim H Khan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Don Black/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject:  Re: Cuiaba  (Document link: Don Black)

what do the numbers look like here ? how much value are we transferring to 
ect? do we have to do the swap?



Nasim H Khan
06/02/99 06:38 PM

To:   Don Black/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Richard A 
Lammers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent
Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:
Subject:  Cuiaba

Please review the following cc-mail form ECT. This is the dirction we are 
headed. Please provide any comments ypou may have.

Nasim
---------------------- Forwarded by Nasim H Khan/ENRON_DEVELOPMENT on
06/02/99 03:38 PM ---------------------------

From: Patricia Cini@ECT on 06/02/99 03:20 PM

To:   Sara Shackleton/HOU/ECT@ECT, Nasim H
Khan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:   Tanya Rohauer/HOU/ECT@ECT, Marie Heard/HOU/ECT@ECT, William S 
Bradford/HOU/ECT@ECT, John Novak/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Debbie 
R Brackett/HOU/ECT@ECT

Subject:  Cuiaba

I just want to summarize the documentation that we are putting in place for 
this deal:

Guaranty from Enron Corp. covering 72.5% of the liabilities of TBS.  The 
other 27.5% will be guaranteed by Shell.  The guaranty is put in place 
specifically to make TBS eligible to enter into financial transactions and so 
that TBS can secure financing.  The guaranty will be cancelled once TBS 
becomes eligible to enter into financial transactions (in 1999).  The 
guaranty will be structured so that Enron Corp. will be released from any 
obligations that it entered into while the guaranty was open.  TBS is 72.5% 
owned by Atlantic Commercial Finance (wholly owned sub of Enron Corp.) and 
27.5% owned by Shell Generating Limited.
Master Swap agreement between ECT and TBS to swap out the pricing mismatch 
that TBS incurs due to indexation mismatch between TBS Gas Revenue and TBS 
Gas Expense.  As a result of this Master Swap, ECT will have on its book a 19 
year open position, which will be swapped out (closed).  This position will 
be on ECT's books (not on EI's) since the Master Swap is between ECT
and TBS.  This position will not be left open by ECT.
A side letter from EI stating that EI agrees to make ECT whole on any TBS 
liabilities that ECT may incur.


Please let me know if there are any unanswered questions with this deal.

Regards,

Pat Cini