Monterrey Power Project Enron Energía Industrial de México S. de R. L. de C.V.

1. Monterrey Power ProjectEnron Energía Industrial de México S. de R. L. de C.V. March 2001

2. Introduction Project Project • 245 MW natural gas-fired, cogeneration facility located adjacent to Alcali’s (a subsidiary of Vitro) sodium carbonate plant near Monterrey, Mexico • Financial Closing achieved and Notice to Proceed given in December 2000. • With a 22 month construction schedule, Commercial Operation is expected for October 31, 2002 • Capacity sold to three major Mexican industrial companies (Vitro, Imsa, and Apasco), and steam produced by the facility to Alcali. • The Power and Steam Purchase Agreements are for a 15 year term. • Project represents Enron’s strategic entry into Mexico’s electricity market • The Total Project costs are US$ 189.2 MM which will be capitalized with 72% debt and 28% equity. Debt Financing will be funded by the IDB and Societe Generale. First disbursement expected during April 2001. • Other key project participants are the Turnkey EPC Contractor (Mitsui & Co. Ltd.), the Natural Gas Supplier (PEMEX), Transmission Provider (CFE), and the Operator of the Facility (OEC).

3. Introduction PPA Parties • Cementos Apasco, S.A de C.V. (“Cementos Apasco”), a subsidiary of Apasco, S.A. de C.V. • 40 MW (16.2% of capacity) • Mexico’s second largest producer of cement and ready-mix concrete • Subsidiary of Holderbank Group, the world’s leading producer of cement (61.5% holding) • S&P Rating of BB+ (Positive), Moody’s Rating of Baa3 • Corporativo Grupo IMSA, S.A. de C.V. (“IMSA Corp.”), a subsidiary of Grupo IMSA, S.A. de C.V. • 90 MW (36.4% of capacity) • Dominant market player in processed steel and automotive batteries • S&P Rating of BB+ (Positive), Moody’s Rating of Baa3

4. Introduction PPA Parties SPA Party • Vitro Corporativo, S.A. de C.V. (“Vitro Corp.”), a subsidiary of Vitro, S.A. de C.V.(“Vitro”) • 110 MW (44.4% of capacity) • Dominant market player in Mexican glass container, architectural, and automotive glass markets • S&P Rating of BB (Stable), Moody’s Rating of Ba2 • Industria del Alcali, S.A. de C.V. (“Alcali”), a subsidiary of Vitro • Up to 235 tons per hour (150 tons per hour take-or-pay) • Important sodium carbonate producer and supplier to Vitro and other third parties

5. Transaction Merits • Proven Technology • GE Frame 7F technology, introduced by GE in 1987,is considered mature technology, with over 100 units installed, 1.7 million fired hours and over 42,500 fired starts fleet-wide • Highly efficient turbine design, low heat rate enhanced by steam output • Fixed price, date certain EPC Contract with Mitsui, an experienced contractor, backed by liquidated damages • Strong Financial Structure • 72%/28% Debt/Equity ratio • $136.5 MM Debt • $52.7 MM Equity • Project NPV of $23 MM • Project IRR of 17.5%

6. Transaction Merits • Importance to Capacity Users • Vitro • Will reduce reliance on CFE, providing a more reliable source of power at a cost saving of approximately 14% • Vitro is estimated to save approximately $222MM over the term of the PPA • IMSA • Will reduce reliance on CFE, providing a more reliable source of power at a cost saving of approximately 20% • IMSA is estimated to save approximately $136MM over the term of the PPA • Apasco • Will reduce reliance on CFE, providing a more reliable source of power at a cost saving of approximately 14% • Apasco is estimated to save approximately $52MM over the term of the PPA

7. Project Capacity Users Grupo IMSA Grupo Vitro Cementos Apasco Planta Apaxco, 19.000 Alcomex, 1.879 IMSA Monclova, 2.764 Monclova Vidriera Mexico, 5.278 Vidrio Plano de Mexico, 7.495 Vitro Fibras, 3.800 Vidriera Los Reyes, 11.718 Crinamex, 2.428 Plastico Bosco, 2.111 Envases Cuautitlan, 2.111 Planta Ramos Arizpe, 10.500 Saltillo Monterrey Enertec Torreon, 4.310 Torreon APM, 42.000 IMSA, 18.800 Cuprum Anodizado, .0166 Enertec, 4.200 Cuprum Perfiles, 2.045 IMSA Signode, 0.774 Escaleras, 0.442 Enertec Escabedo, 2.100 Enertec Cienega de Flores, 2.285 PrIMSA, 0.608 Formet Apadaca, 1.105 Vitrocrisa - Planta M, 8.340 Vidriera Monterrey, 8.762 Vitrocrisa - Planta C, 4.328 Vitro Flotado, 7.284 Vitro Flex, 7.390 Autotemplex, 4.223 Industria de Alcali, 9.712 Supermatic, 3.167 Celaya Queretaro Guadalajara Mexico City Toluca Tlaxcala Orizaba Enertec Tlaxcala, 3.427 Vidriera Guadalajara, 5.279 Planta Orizaba, 10.500 Vidriera Queretaro, 11.507 Enertec Celaya, 3.095 Erna, 2.006 Vidriera Toluca, 3.061

8. Project Contractual Structure Vitro, IMSA Alcali and Apasco Power Purchase Steam Purchase Agreements Agreement Operational Energy Vitro Site Corporation Technical Purchase Assistance Agreement Agreement Enron Energía Industrial SRL Project Co. Construction/ O&M Supervision Term Loan Operational Agreement Energy IDB A & B Loans Corporation EPC Mexico Excess and Back-up Fuel Supply Contract Power, Wheeling Agreement and Interconnection Agreements Pemex Mitsui CFE

9. Inter-American Development Bank Key Contract Provisions • US$ 136.5 MM using the IDB A/B Loan with the IDB supplying the US$ 45.5 MM A Tranche and Societe Generale acting as Lead Arranger of the US$ 91 MM B Tranche. • A Tranche has a Construction Plus 14 year tenor with mortgage style amortization, while B Tranche has Construction plus 13.5 year tenor with a mortgage style amortization. • Enron required to hedge a minimum of 50% of interest rate exposure. • Bank requirement of Enron minimum hold of 50% of the equity through construction, dropping to 20% after commercial operations with selldown of Project equity subject to IDB consent. • Enron has Standby Equity Commitment for Project Cost Overruns in excess of Project Budget of US$ 6.7 MM, Project Budget includes US$ 6.7 MM Contingency. • Enron North America Guarantees behind Equity Commitment, and Standby Equity Commitment, Letter of Credit in support of 6 month Debt Service Reserve requirement of the Banks.

10. Project Budget

11. Selldown Plan • Selldown plan will focus on selling equity to industrial players rather than financial investors due to IDB requirements and in order to extract a return on capital arb. • Current Bids include: • Enel Power - Currently $14-15MM for sale of 80% of Project Equity • Iberdrola - Currently $17MM for sale of 100% of Project Equity • As referenced on the prior IDB slide (page 9), IDB approval will be necessary in connection with the selldown • Additional bids expected from: • AEP • Tractabel • Using Deal Bench to facilitate the bid process.

12. Appendix

13. Map of Mexico The Project’s location in Nuevo Leon provides access to abundant fuel supply and nearby power offtake interconnection and access to water from Alcali’s plant

14. Mexican Market • Mexico Economy Stable and Improving • The sovereign is rated investment grade by Moody’s and BB+ with positive outlook by S&P • Attractive Market - demand growth outpacing supply - Mexico needs approximately 27,000 MW to 35,000MW of new generation capacity over the next 10 years • CFE forecast 5.6% growth in electricity sales for the next 10 years • Mexico moving toward a competitive power market • Private electric generation development expected to continue • Growth in manufacturing exports to U.S. is a driver of additional power needs • Growing market (4.5%/yr growth for the last 5 years) • Well-developed infrastructure and proximity to U.S. have made the Monterrey area one of the fastest growing manufacturing areas in Mexico • The Monterrey area has an abundance of manufacturers in a diverse array of industries, providing numerous potential alternative power offtakers

15. Power Purchase Agreements Key Contract Provisions • 15 years consisting of Capacity and Energy Payments. • Counterparties obligated to pay Capacity Charges during Events of Force Majeure including failure of Alcali to provide water, failure of PEMEX to provide fuel and failure of CFE to meet its obligations under CFE Agreements • Counterparties bear natural gas price and supply risk. • Enron guarantees plant efficiency, availability, and Commercial Operations Date. • Capacity Charge adjustment for change in cost of debt between PPA signing date and initial drawdown date of the debt • Vitro, Imsa, and Apasco Parent Guarantees behind all PPA obligations. • Imsa and Apasco have requirement to furnish LC equal to 12 months of Capacity Payments if Credit Ratings fall below BB. • Tariff structure in US$ and Mexican Pesos to eliminate Foreign Exchange Risk

16. Steam Supply Agreement Key Contract Provisions • 15 years consisting of take or pay obligation of Alcali of US$ 7/per ton for first 150 tons per hour with increasing variable charges for steam consumed in excess 150 tons per hour up to a maximum of 235 tons per hour. • Alcali to supply all water required by the Plant and treat all wastewater discharged by the Plant. • Enron is not obligated to supply steam if Alcali does not supply water. • Inability of Alcali to supply water is and Event of Default under SPA with Alcali and PPA with Vitro and and Event of Force Majeure in the Apasco and Imsa PPAs. • Vitro Parent Guaranty behind all Alcali SPA obligations.

17. EPC Contract Key Contract Provisions • Highly Qualified Contractor in Mitsui & Co. Ltd, a supplier of equipment and builder of power plants since 1951. • S&P rating of A- and Moody’s rating of A3. • Fixed-price, date-certain, turnkey Contract with total price of US$ 134.580 Million (US$ 533/kW). • Guaranteed Electrical Output of 252.5 MW with LD’s for shortfalls. • Guaranteed Heat Rate of with LD’s for shortfalls. • Guaranteed commercial operation date of 660 days from Notice to Proceed. • Liquidated damages up to 50% of Contract Price through Provisional Acceptance, after Provisional Acceptance Liquidated damages up to 30% of Contract Price supporting performance and delay shortfalls. • Scope of supply includes power island, 100 meter branch gas pipeline, local transmission grid serving 4 Vitro subsidiaries, transmission interconnection with CFE’s national grid, steam water, wastewater connections with Alcali.

18. Operation & Maintenance Agreement Key Contract Provisions • Operational Energy Corp. is the Operator and has signed a 15 year Agreement. • Terms are reimbursable costs plus fixed fee of US$270,000 during site mobilization and US$250,000 per year during the 15 years of commercial operations. • The O&M Agreement contains annual bonus and penalty provisions based on the Facility’s Heat Rate, Availability, and Operating & Maintenance cost performance. The Operator’s annual fee during operations is the limit of bonuses and penalties. • The average annual availability guaranteed to Project Offtakers is 94.5%. • OEC payment obligations backed by US$5 MM Enron guarantee

19. Fuel Supply and Transportation Key Contract Provisions • Fuel supply contracted for 15 years with Pemex–Gas y Petroquímica Básica (“PGPB”) • Fixed transportation charge and variable commodity charge. • Contract is for 60,000 MMBtu/day with a 10% swing component. • The PPA and SPA Contract Counterparties take all fuel supply and price risks. • An interruption in Fuel Supply is an Event of Force Majeure under all PPAs and the SPA. • Enron to supply US$ 14 MM Letter of Credit in first year of Agreement to support Project Company payment obligations, this LC can be waived after one year of commercial operations with a good payment record. • Project will be interconnected into two PEMEX pipelines for additional reliability

20. Mexico’s Natural Gas Supply The Project is surrounded by natural gas supply, and has executed a 15-year Fuel Supply Agreement with Pemex–Gas y Petroquímica Básica (“PGPB”)

21. Mexico’s Gas Transmission System The Project will access the Reynosa-Monterrey-Chihuahua Pipeline via a 100 meter, 20-inch interconnection to be constructed by Mitsui & Co., Ltd. and operated by OEC

22. Transmission Interconnection • Five CFE Agreements to create cohesive package of contracts to address interconnection, transmission, back-up power and excess energy sales • Interconnection Agreement • Back Up Supply Contract for Forced Outages • Back Up Supply Contract for Scheduled Outages • Sales of Excess Economic Energy Agreement • Transmission Services Agreement • CFE Agreements work as a netting system to account for the generation and sale of electricity • If energy produced by project is greater than energy taken by Capacity Users, the difference is energy sold to CFE • If Project produces less than the net dependable capacity and Capacity Users take more than the Project produced, the difference (up to the net dependable capacity) is energy sold by CFE as back up supply • The nature of these contractual arrangements will allow the Plant to operate at 100% load factor