Transborder Gas Services Ltd Board Meeting Cuiab March

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

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

Agenda l TBS Organization Chart l Budget Discussion l Services Agreement (Nomination & Dispatch)

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

TBS Organization Board General Manager Federico Cerisoli Administration & Accounting Commercial Outsourced to Enron

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

Budget Overview Confidential 4

Budget Overview Confidential 4

Nomination & Dispatch Services Agreement Terms & Conditions l Contractor Transborder Gas Services Ltd.

Nomination & Dispatch Services Agreement Terms & Conditions l Contractor Transborder Gas Services Ltd. l Service Provider Enron America do Sul Ltda. l Service Nomination & Dispatch l Term 1 year from the Service Start Date. It can be extended for an additional 1 -year-period by providing a 60 days prior notification. l Start Date Upon start of nominations for plant commissioning, with TBS providing notification 60 days in advance. l Cost U$S 8, 333. 33 per calendar month, of which TBS is responsible for 75%. l Taxes If applicable for given services, Enron shall be responsible for the amount of any tax. l Limitation of Liability 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. Confidential 5

Nomination & Dispatch Services Agreement Main Services l Coordinate and execute all forecasts and

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

YABOG FT Agreement Original Terms & Conditions l Transporter Transredes S. A. l Shipper

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

YABOG FT Agreement Rationale for Amendment l Start of Service Date not met. à

YABOG FT Agreement Rationale for Amendment l Start of Service Date not met. à l Needed to conform the start-up schedule under the FT Agreement to completion of the power plant and Gas. Bol and Gas. Mat pipelines. Obtain flexibility to release idle and/or unnecessary capacity. à YPF assigned 50% of the GSA to Andina. à 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. l Accommodate the needs of the new owners of released capacity (Andina & Maxus). l Mitigate the project´s sunk costs keeping the same level of risk. Confidential 8

YABOG FT Agreement Release Idle / Unnecessary Capacity Calculation of Volumes Effectively Needed by

YABOG FT Agreement Release Idle / Unnecessary Capacity Calculation of Volumes Effectively Needed by EPE MMBtu/day (1) Total GSA DCQ 83, 665 (2) Take or Pay Quantity 46, 016 (3) Gas volumes actually required by TBS at GTB inlet 69, 062 (4) Minimum volumes required by SCG collectively from YPF/Andina 51, 797 (5) Anticipated Quantities of YPF gas expected to be transported on Yabog (TOP) 23, 008 (6) Andina gas to be called on at GTB inlet flange 28, 789 (7) Gas to be purchased from 3 rd party suppliers 17, 265 (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). Confidential 9

YABOG FT Agreement Amendment l Term: à For a period of 19 years from

YABOG FT Agreement Amendment l Term: à For a period of 19 years from the earliest of: i) the start of 3 rd Commercial Phase, or ii) May 2001. à Interruptible, Interim and Extention of Primary Terms were all eliminated. l Start of Service Date: February 7 th 2001 (the day after SIRESE´s approval). l Information: Transredes shall supply information to Shipper about available capacity on its system on a monthly basis. l 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. l Conditions Precedent were removed from the Agreement. Confidential 10

YABOG FT Agreement Amendment (Continued) l Transportation service can be used for either the

YABOG FT Agreement Amendment (Continued) l Transportation service can be used for either the Domestic and/or Export markets. l 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. l 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. l Notwithstanding above, Shipper shall have the right to perform additional transfers of MDQ in accordance to conditions and procedures established in GTC. Confidential 11

YABOG FT Agreement Release vs. Assignment l Current Structure: FT Service TBS l Full

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

YABOG FT Agreement Assignment - Deal Structure l Incoming Shipper: Empresa Petrolera Andina S.

YABOG FT Agreement Assignment - Deal Structure l Incoming Shipper: Empresa Petrolera Andina S. A. and Maxus Bolivia Inc. (“Replacement Shippers”) l Outgoing Shipper: TBS Ltd. l Transporter: Transredes S. A. l Type of Service: Firm l 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. l TBS shall be responsible for the payment of Capacity and Variable payments in case Replacement Shippers default or when capacity is reassigned to TBS. l 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. l Assignment was approved by both SIRESE and the Lenders. Confidential 13

YABOG FT Agreement Assignment - Deal Structure Tier 1 l Volume: 41, 000 MMBtu/day.

YABOG FT Agreement Assignment - Deal Structure Tier 1 l Volume: 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. l Term: 15 years. However, Replacement Shippers have the right to reassign all or part of the capacity to TBS effective as of the 10 th year of Tier 1 Start Date. l Start Date: February 7 th 2001 (the day after SIRESE´s approval). l Route: Replacement Shippers have the right to elect Receipt Points on either Transredes north or south pipeline system in accordance to TBS-Transredes FT Agreement. l Tariff: - 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. Confidential 14

YABOG FT Agreement Assignment - Deal Structure Tier 2 l Volume: 41, 000 MMBtu/day.

YABOG FT Agreement Assignment - Deal Structure Tier 2 l Volume: 41, 000 MMBtu/day. l Term: From Start Date until June 30, 2001. l Start Date: February 7 th 2001 (the day after SIRESE´s approval). l Route: 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. l Tariff: Full regulated tariff approved by SIRESE for Domestic market plus U$S 10, 000/month fee. Confidential 15

YABOG FT Agreement Assignment - Deal Structure From Start Date up to Plant´s COD

YABOG FT Agreement Assignment - Deal Structure From Start Date up to Plant´s COD l After Plant´s COD Tier 1 TBS FT Service Assignment TBS Transredes $ 0. 02/MM Btu FT Service Andina Maxus l FT Service Transredes FT Service Andina Maxus Full Regulated Tariff Tier 2 TBS FT Service $ 10, 000/Month Andina Maxus Transredes TBS Full Regulated Tariff Transredes FT Service Full Regulated Tariff Confidential 16

YABOG FT Agreement Risk Analysis Risks l Once capacity is assigned to Replacement Shippers,

YABOG FT Agreement Risk Analysis Risks l 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”). l Bolivian Transit Permit is successfully renewed on a yearly basis for the term of YPF GSA. Mitigants l 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. l TBS may use its own Bolivian gas portfolio (6 -month gas contracts) to cover gas shortages. l Over 30 TCF of Proven and Probable Reserves in Bolivia. l Multiple Bolivian suppliers willing to sell gas immediately. Confidential 17

Annex: Cuiaba Project Contractual Structure Transredes S. A. Transporters Gas Trans. Boliviano S. A.

Annex: Cuiaba Project Contractual Structure Transredes S. A. Transporters Gas Trans. Boliviano S. A. Transredes 51% Enron 17%, Shell 17% Petrofert 9%, BHP 2% British Gas 2%El Paso 2% Enron 25% Shell 25% Bolivian Pension Funds 50% Gas Oriente Boliviano Ltda. Enron 50% Shell 50% Transborder Gas Services Ltd. Marketer SCG LTD. Enron 100% Gas Occidente do Mato Grosso LTDA. Enron Shell 56. 25% 43. 75% Power Generator EPE Ltda. Bundled Service Enron 72. 5% Shell 27. 5% Enron Shell LJM 58. 88% 28. 13% 13. 00% Andina S. A. YPF S. A. Repsol 100% Pluspetrol E&P S. A. 10% Perez Companc S. A. 20% YPF S. A. 20% Bolivian Pension Funds 50% Electronorte PPA Gas Producers Cayman Company Bolivian Company Off Taker Brazilian Company Argentine Company Confidential Contractual flow 18