---------------------- Forwarded by Sara Shackleton/HOU/ECT on 07/28/99 11:10 
AM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  Patricia Cini                           07/28/99 07:32 AM
	

To: Brent Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Sara Shackleton/HOU/ECT@ECT 
Subject: Re: Eden - Siderca

Brent-

The deal has changed (see bottom) and according to Rolo it is still in the 
development stage.

Regards,

Pat


 
---------------------- Forwarded by Patricia Cini/HOU/ECT on 07/28/99 07:31 
AM ---------------------------
From: Rodolfo Freyre AT ENRON_DEVELOPMENT@CCMAIL on 07/23/99 08:34 AM
To: Patricia Cini/HOU/ECT@ECT
cc: Federico Cerisoli AT ENRON_DEVELOPMENT@CCMAIL 
Subject: Re: Eden - Siderca





Pat,

That's a good question. Actually we are still defining prices with Eden to 
see what we are going to offer Siderca.

Following steps:
Eden and Enron to agree on structure and pricing;
Eden will present the structure to Siderca;
Siderca has to agree to the proposed structure and prices and will start 
negotiating documents.

I suggest that we hold on until we agree with Eden on point 1, and once that 
is decided, we can start working on it.

Regards,

Rolo




From: "Patricia Cini/HOU/ECT" AT ECT@ccMail on 07/22/99 02:44 PM CDT

To:   Rodolfo Freyre/ENRON_DEVELOPMENT
cc:

Subject:  Re: Eden - Siderca


Rolo-

Where are you with this deal?  We will need to have underwriting become 
involved if you are looking at paying 12MM up front.

Please let me know when you are ready to have a conference call with 
underwriting and myself to discuss this deal in detail.

Regards,

Pat




From: Rodolfo Freyre AT ENRON_DEVELOPMENT@CCMAIL on 07/07/99 04:02 PM

To:   Patricia Cini@ECT
cc:   Federico Cerisoli AT ENRON_DEVELOPMENT@CCMAIL, "Don 
Black/ENRON_DEVELOPMENT" AT ENRON_DEVELOPMENT@CCMAIL
Subject:  Eden - Siderca


Importance:  High
---------------------------------



Pat,

Fede and I met this morning with Eden. For the time being, we are going to 
work with them on another deal (which I will explain below) and we will 
suspend the Swap deal that we were currently working on..

Eden - Siderca - Enron Deal

Eden has a full-requirement PPA (140MW) with a TOP of around 50 MWs with 
Siderca that ends on May 31st, 2006. The contract price is approximately $30 
/Mwh (adjusted with a formula) clearly out of the money.   The contract also 
states that Siderca will have to pay $12MM penalty to Eden in the event 
Siderca wants to early terminate the contract. We have proposed to Eden the 
following structure:

Enron will pay Eden an upfront payment of $12MM so that Eden terminates the 
contract with Siderca, and then Enron can transact with Siderca. Enron will 
sign a MSA with Siderca selling (financially) for around 70 MW flat during 
the term of the agreement.
Enron will sign a MSA with a Generator (possibly CTSN - an AES Co. - or 
Central Puerto) to buy (financially) 70 MW flat during the term of the 
agreement.
Siderca will sign a physical power contract with a generator for 70 MW @ spot 
prices.
Term of the agreement: Nov '99 - March '06.

One important point is to determine what will the concept for the Upfront 
Payment that Enron will make to Eden. Fede and I
thought about two options:
Dummy Option or,
Direct Payment to the Main Shareholders of Eden on an off-shore basis

I am attaching a slide were the transaction is described. If you have any 
questions about the deal structure, do not hesitate to call either Fede or 
myself.

Rolo

(See attached file: Siderca-Eden.ppt)
 - Siderca-Eden.ppt