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Transborder Gas Services Ltd.

Transborder Gas Services Ltd. Board Meeting Cuiabá, March 28, 2001. Agenda. TBS Organization Chart Budget Discussion Services Agreement (Nomination & Dispatch) Transredes-TBS Firm Transportation Agreement Annex: Cuiab á project contractual structure. TBS Organization. Board.

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Transborder Gas Services Ltd.

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  1. Transborder Gas Services Ltd. Board Meeting Cuiabá, March 28, 2001

  2. Agenda • TBS Organization Chart • Budget Discussion • Services Agreement (Nomination & Dispatch) • Transredes-TBS Firm Transportation Agreement Annex: Cuiabá project contractual structure

  3. TBS Organization Board General Manager Federico Cerisoli Administration & Accounting Outsourced to Enron Commercial Legal & Regulatory Outsourced to Enron / V&E Commercial Manager Erwin Landivar Scheduling & Dispatch Outsourced to Enron

  4. Budget Overview

  5. Contractor Service Provider Service Term Start Date Cost Taxes Limitation of Liability Transborder Gas Services Ltd. Enron America do Sul Ltda. Nomination & Dispatch 1 year from the Service Start Date. It can be extended for an additional 1-year-period by providing a 60 days prior notification. Upon start of nominations for plant commissioning, with TBS providing notification 60 days in advance. U$S 8,333.33 per calendar month, of which TBS is responsible for 75%. If applicable for given services, Enron shall be responsible for the amount of any tax. The amount of direct damages recoverable against a party for any liability shall not exceed, in any given contract year, an amount equal to 12 times the monthly charges in effect. Nomination & Dispatch Services AgreementTerms & Conditions

  6. Nomination & Dispatch Services AgreementMain Services • Coordinate and execute all forecasts and nominations and any possible revision to nominations as instructed by TBS. • Make appropiate nominations with gas suppliers and transporters and EPE. • Gas Monitoring (Quantity, Quality). • Tracking of gas actually delivered to and taken by EPE and from gas suppliers. • Provide delivery information to TBS. • Verification of invoices in terms of volumes, as well as the accuracy of the gas supplier´s monthly TOP statements. • Resolve imbalances with Transporters. • Daily, weekly, monthly and annual reporting to TBS on amounts of gas nominated, received and taken by gas producers, transporters and EPE.

  7. Transporter Shipper Volume Type of Service Term Route Start Date Tariff Transredes S.A. Transborder Gas Services Ltd. 82,000 MM Btu/day Firm 19 years. It can be extended via application of “Extension of Primary Term”. It can also be renewed upon mutual agreement. Yacuiba – Río Grande (Yabog South) May 1st, 2000. Full regulated Export Tariff approved by SIRESE. YABOG FT AgreementOriginal Terms & Conditions

  8. YABOG FT AgreementRationale for Amendment • Start of Service Date not met. • Needed to conform the start-up schedule under the FT Agreement to completion of the power plant and GasBol and GasMat pipelines. • Obtain flexibility to release idle and/or unnecessary capacity. • YPF assigned 50% of the GSA to Andina. • SIRESE granted Transit Permit for YPF gas for 1 year. If Transit Permit is not renewed, then YPF may deliver gas at Río Grande from its subsidiary Maxus. • Accommodate the needs of the new owners of released capacity (Andina & Maxus). • Mitigate the project´s sunk costs keeping the same level of risk.

  9. Calculation of Volumes Effectively Needed by EPE (1) Total GSA DCQ (2) Take or Pay Quantity (3) Gas volumes actually required by TBS at GTB inlet (4) Minimum volumes required by SCG collectively from YPF/Andina (5) Anticipated Quantities of YPF gas expected to be transported on Yabog (TOP) (6) Andina gas to be called on at GTB inlet flange (7) Gas to be purchased from 3rd party suppliers MMBtu/day 83,665 46,016 69,062 51,797 23,008 28,789 17,265 YABOG FT AgreementRelease Idle / Unnecessary Capacity (1) DCQ as per the proposal to amend the GSA dated May 24, 1999. (2) As per Clause 4.1, 55% of the DCQ in (1) (3) Amount of gas projected to be required on average by Cuiabá power plant, grossed up for pipeline’s System Use Gas. (4) 75% of the DCQ in (3) as per Clause 8. (5) Half of quantity in (2), corresponding to YPF´s Take or Pay quantity. (6) Difference between (4) and (5). (7) Difference between (3) and (4).

  10. YABOG FT AgreementAmendment • Term: • For a period of 19 years from the earliest of: i) the start of 3rd Commercial Phase, or ii) May 2001. • Interruptible, Interim and Extention of Primary Terms were all eliminated. • Start of Service Date: February 7th 2001 (the day after SIRESE´s approval). • Information: Transredes shall supply information to Shipper about available capacity on its system on a monthly basis. • Billing and Payment : Transredes shall send an invoice to Shipper by the tenth of each month and Payment shall be due 15 days after invoice´s receipt. • Conditions Precedent were removed from the Agreement.

  11. YABOG FT AgreementAmendment (Continued) • Transportation service can be used for either the Domestic and/or Export markets. • Shipper shall have the option to elect one or more new Receipt Points on Yabog North in up to 3 increments and subject to availability of capacity in the North system. • If Shipper exercises option listed above, then Shipper shall have the option to transfer to one o more new Receipt Points in Yabog South in up to 3 increments and subject to availability of capacity in the South system. • Notwithstanding above, Shipper shall have the right to perform additional transfers of MDQ in accordance to conditions and procedures established in GTC.

  12. YABOG FT AgreementRelease vs. Assignment • Current Structure: • New Structure: • PWC recommended to structure the transaction as an “assignment” rather than a “release” in order to avoid double taxation. Transredes S.A. TBS FT Service Full Regulated Tariff TBS FT Service Transredes S.A. TBS will partially/temporarily assign capacity but keep daily “Call Options” to take capacity back. Full Regulated Tariff FT Service Agreement FT Service Andina Full Regulated Tariff

  13. YABOG FT AgreementAssignment - Deal Structure • Incoming Shipper: Empresa Petrolera Andina S.A. and Maxus Bolivia Inc. (“Replacement Shippers”) • Outgoing Shipper: TBS Ltd. • Transporter: Transredes S.A. • Type of Service: Firm • Maxus shall be responsible for 60% of total capacity assigned to Replacement Shippers and Andina shall be responsible for the remaining 40% of the capacity assigned to Replacement Shippers. • TBS shall be responsible for the payment of Capacity and Variable payments in case Replacement Shippers default or when capacity is reassigned to TBS. • TBS shall keep a daily Call Option for the entire term of the agreement to take capacity back in the event that Andina fails to deliver gas under SCG - YPF/Andina GSA alledging Force Majeur. • Assignment was approved by both SIRESE and the Lenders.

  14. Tier 1 Volume: Term: Start Date: Route: Tariff: 41,000 MMBtu/day. 2 months before Tier 2 expires, Parties will negotiate a possible increase in Tier 1 capacity which would be effective as of the end of Tier 2 Term. 15 years. However, Replacement Shippers have the right to reassign all or part of the capacity to TBS effective as of the 10th year of Tier 1 Start Date. February 7th 2001 (the day after SIRESE´s approval). Replacement Shippers have the right to elect Receipt Points on either Transredes north or south pipeline system in accordance to TBS-Transredes FT Agreement. - Before Cuiaba COD, full regulated tariff approved by SIRESE for Domestic and/or Export market payable to Transredes, plus U$S 10,000/month fee payable to TBS.- From Cuiaba COD onwards, full regulated tariff approved by SIRESE for Domestic and/or Export market, minus U$S 0.02/MMBtu. YABOG FT AgreementAssignment - Deal Structure

  15. Tier 2 Volume: Term: Start Date: Route: Tariff: 41,000 MMBtu/day. From Start Date until June 30, 2001. February 7th 2001 (the day after SIRESE´s approval). Replacement Shippers have the right to elect Receipt Points on Transredes north pipeline system. However, upon completion of Tier 2 term, TBS shall have the right to transfer the capacity back to Transredes south pipeline system. Full regulated tariff approved by SIRESE for Domestic market plus U$S 10,000/month fee. YABOG FT AgreementAssignment - Deal Structure

  16. TBS FT Service Transredes $ 0.02/MM Btu FT Service Andina Maxus Full Regulated Tariff YABOG FT AgreementAssignment - Deal Structure From Start Date up to Plant´s COD After Plant´s COD • Tier 1 • Tier 2 TBS FT Service Transredes Assignment FT Service Andina Maxus Full Regulated Tariff TBS FT Service TBS Transredes Transredes FT Service $ 10,000/Month Full Regulated Tariff FT Service Andina Maxus Full Regulated Tariff

  17. YABOG FT AgreementRisk Analysis Risks • Once capacity is assigned to Replacement Shippers, Andina fails to deliver quantities nominated by Southern Cone Gas Ltd. (“SCG”) under the YPF Gas Supply Agreement (“GSA”). • Bolivian Transit Permit is successfully renewed on a yearly basis for the term of YPF GSA. Mitigants • TBS shall retain a daily call option for the entire term of the Agreement on the Yabog capacity in the event that Andina fails to deliver quantities nominated by Southern Cone Gas Ltd. • TBS may use its own Bolivian gas portfolio (6-month gas contracts) to cover gas shortages. • Over 30 TCF of Proven and Probable Reserves in Bolivia. • Multiple Bolivian suppliers willing to sell gas immediately.

  18. Annex: Cuiaba Project Contractual Structure Gas Occidente do Mato Grosso LTDA. Enron 56.25% Shell 43.75% Gas Oriente Boliviano Ltda. Enron 50% Shell 50% Gas TransBoliviano S.A. Transredes 51% Enron 17%, Shell 17% Petrofert 9%, BHP 2% British Gas 2%El Paso 2% Transredes S.A. Enron 25% Shell 25% Bolivian Pension Funds 50% Transporters Transborder Gas Services Ltd. Enron 72.5% Shell 27.5% Power Generator Marketer EPE Ltda. Enron 58.88% Shell 28.13% LJM 13.00% SCG LTD. Enron 100% Bundled Service YPF S.A. Repsol 100% Andina S.A. Pluspetrol E&P S.A. 10% Perez Companc S.A. 20% YPF S.A. 20% Bolivian Pension Funds 50% Electronorte PPA Gas Producers Off Taker Contractual flow Cayman Company Brazilian Company Bolivian Company Argentine Company

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