<PAGE>

                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

================================================================================

                         AGREEMENT OF PURCHASE AND SALE

                                 BY AND BETWEEN

                            CMS ENTERPRISES COMPANY,
                       CMS GENERATION HOLDINGS COMPANY and
                        CMS INTERNATIONAL VENTURES, LLC,

                             COLLECTIVELY AS SELLER,

                                      AND

                            LUCID ENERGY, L.L.C. and
                     NEW ARGENTINE GENERATION COMPANY, LLC

                             COLLECTIVELY AS BUYER,

                                   DATED AS OF

                                 MARCH 12, 2007

================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS....................................................     2
   Section 1.1    Specific Definitions...................................     2
ARTICLE II SALE AND PURCHASE.............................................     9
   Section 2.1    Agreement to Sell and Purchase.........................     9
   Section 2.2    Deliveries by the Parties..............................    10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER.....................    12
   Section 3.1    Corporate Organization; Qualification..................    12
   Section 3.2    Authority Relative to this Agreement...................    13
   Section 3.3    Equity Interests; Assumed Indebtedness.................    13
   Section 3.4    Consents and Approvals.................................    15
   Section 3.5    No Conflict or Violation...............................    15
   Section 3.6    Financial Information..................................    15
   Section 3.7    Contracts..............................................    16
   Section 3.8    Compliance with Law....................................    16
   Section 3.9    Permits................................................    17
   Section 3.10   Litigation.............................................    17
   Section 3.11   Employee Matters.......................................    17
   Section 3.12   Labor Relations........................................    18
   Section 3.13   Intellectual Property..................................    18
   Section 3.14   Representations with Respect to Environmental
                  Matters................................................    19
   Section 3.15   Tax Matters............................................    20
   Section 3.16   Insurance..............................................    22
   Section 3.17   Regulatory Matters.....................................    22
   Section 3.18   Absence of Certain Changes or Events...................    22
   Section 3.19   Absence of Undisclosed Liabilities.....................    24
   Section 3.20   Property...............................................    24
   Section 3.21   Brokerage and Finders' Fees............................    24
   Section 3.22   Corporate and Accounting Records.......................    24
   Section 3.23   Affiliated Transactions................................    25
</TABLE>


                                       -i-

<PAGE>

                               TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   Section 3.24   Certain Practices......................................    25
   Section 3.25   No Other Representations or Warranties.................    26
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER...................    26
   Section 4.1    Corporate Organization; Qualification..................    26
   Section 4.2    Authority Relative to this Agreement...................    26
   Section 4.3    Consents and Approvals.................................    27
   Section 4.4    No Conflict or Violation...............................    27
   Section 4.5    Litigation.............................................    28
   Section 4.6    Brokerage and Finders' Fees............................    28
   Section 4.7    Investment Representations.............................    28
   Section 4.8    Regulation Matters.....................................    28
   Section 4.9    No Other Representations or Warranties.................    29
ARTICLE V COVENANTS OF THE PARTIES.......................................    29
   Section 5.1    Notification to the CNDC; Negative Antitrust Decision;
                  Transfer of Equity Interests to a Third Purchaser......    29
   Section 5.2    Further Assurances.....................................    32
   Section 5.3    Employee Matters.......................................    32
   Section 5.4    Tax Covenants..........................................    34
   Section 5.5    Intercompany Accounts..................................    38
   Section 5.6    Surrender of Intellectual Property.....................    38
   Section 5.7    Maintenance of Insurance Policies......................    39
   Section 5.8    Preservation of Records................................    40
   Section 5.9    Public Statements......................................    40
   Section 5.10   Certain Transactions...................................    40
   Section 5.11   Use of Corporate Name; Transitional Use of Seller's
                  Name...................................................    41
   Section 5.12   Use of Information Technology..........................    41
   Section 5.13   Confidentiality........................................    41
   Section 5.14   Actions Relating to Entities...........................    42
</TABLE>


                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE VI SURVIVAL; INDEMNIFICATION.....................................    42
   Section 6.1    Survival...............................................    42
   Section 6.2    Indemnification........................................    43
   Section 6.3    Calculation of Damages.................................    45
   Section 6.4    Procedures for Third-Party Claims......................    45
   Section 6.5    Procedures for Inter-Party Claims......................    46
ARTICLE VII MISCELLANEOUS PROVISIONS.....................................    47
   Section 7.1    Interpretation.........................................    47
   Section 7.2    Disclosure Letters.....................................    48
   Section 7.3    Payments...............................................    48
   Section 7.4    Expenses...............................................    48
   Section 7.5    Choice of Law..........................................    48
   Section 7.6    Assignment.............................................    48
   Section 7.7    Notices................................................    48
   Section 7.8    Resolution of Disputes.................................    50
   Section 7.9    Language...............................................    52
   Section 7.10   No Right of Setoff.....................................    52
   Section 7.11   Time is of the Essence.................................    52
   Section 7.12   Specific Performance...................................    52
   Section 7.13   Currency Matters.......................................    52
   Section 7.14   Entire Agreement.......................................    52
   Section 7.15   Binding Nature; Third Party Beneficiaries..............    53
   Section 7.16   Counterparts...........................................    53
   Section 7.17   Severability...........................................    53
   Section 7.18   Headings...............................................    53
   Section 7.19   Waiver.................................................    53
   Section 7.20   Amendment..............................................    54
</TABLE>


                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
EXHIBITS

A  ASSIGNMENT OF QUOTAS AGREEMENT
</TABLE>


                                      -iv-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
INDEX OF DEFINED TERMS

Action...................................................................     2
Affected Employees.......................................................     2
Affiliate................................................................     2
Agreement................................................................     2
Antitrust Approval.......................................................     2
Antitrust Law............................................................     2
Applicable Law...........................................................     2
AR$......................................................................     2
Business Day.............................................................     3
Buyer Disclosure Letter..................................................     3
Claims...................................................................     3
CNDC.....................................................................     3
Code.....................................................................     3
Confidentiality Agreement................................................     3
CTM......................................................................     3
Cut-off..................................................................     3
Damages..................................................................     3
Direct Equity Interests..................................................     3
Distribution.............................................................     3
Dollars or $.............................................................     3
Employees................................................................     4
Entities.................................................................     4
Environmental Laws.......................................................     4
Environmental Permit.....................................................     4
EWG......................................................................     4
Exchange Act.............................................................     4
FERC.....................................................................     4
FPA......................................................................     4
FUCO.....................................................................     4
GAAP.....................................................................     5
Generation...............................................................     5
Governmental Authority...................................................     5
Hazardous Substances.....................................................     5
Hidroinvest SPA..........................................................     5
Indebtedness.............................................................     5
Indirect Equity Interests................................................     5
Intellectual Property....................................................     5
Knowledge of Buyer.......................................................     6
</TABLE>


                                       -v-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Knowledge of Seller......................................................     6
Liabilities..............................................................     6
Liens....................................................................     6
Material Adverse Effect..................................................     6
Negative Antitrust Decision..............................................     7
Operating................................................................     7
Ownership Percentage.....................................................     7
Pension Plans............................................................     7
PermittedLiens...........................................................     7
Person...................................................................     8
Representatives..........................................................     8
Seller Disclosure Letter.................................................     8
Subsidiary...............................................................     8
Tax Return...............................................................     9
Taxes....................................................................     9
TGM......................................................................     9
USFCPA...................................................................     9
</TABLE>


                                      -vi-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ANNEXES

I    EQUITY INTERESTS

II   ASSUMED INDEBTEDNESS

III  COPY OF THE HIDROINVEST SPA
</TABLE>


                                     -vii-

<PAGE>

                         AGREEMENT OF PURCHASE AND SALE

     This AGREEMENT OF PURCHASE AND SALE, dated as of March 12, 2007, is made
and entered into by and between CMS Enterprises Company and CMS Generation
Holdings Company, each a Michigan corporation, and CMS International Ventures,
L.L.C., a Michigan limited liability company (collectively, the "Seller"), and
Lucid Energy, LLC ("Lucid") and New Argentine Generation Company, LLC, a
Delaware limited liability company ("Newco" and collectively with Lucid, the
"Buyer").

                                   WITNESSETH:

     WHEREAS, Seller and Lucid have entered into that certain Common Agreement
dated as of the date hereof (the "Common Agreement"), pursuant to which Seller,
directly or through Affiliates of Seller, agreed to sell, and Lucid, directly or
through Affiliates of Lucid, agreed to acquire, upon the terms and conditions
set forth in this Agreement certain Argentina-based natural gas transmission and
marketing and independent power production businesses (the "Argentine
Businesses"), and upon the terms and conditions entered into contemporaneously
herewith, Michigan-based natural gas transmission, gathering, storage and
processing businesses (the "Michigan Businesses");

     WHEREAS, Seller and Buyer intend that the transactions contemplated by the
agreements relating to the sale of the Michigan Business will be consummated if
and only if the sale of the Argentine Businesses is consummated;

     WHEREAS, the Argentine Businesses are conducted through various Argentine
legal entities, the equity participations in which are owned, directly or
indirectly and in relevant amounts, by Seller ("Equity Interests" as described
on Annex I);

     WHEREAS, Buyer desires to purchase, and Seller desires to sell to Buyer,
the Equity Interests, and Seller desires to assign, and Buyer desires to assume,
certain intercompany Indebtedness as described in Annex II (the "Assumed
Indebtedness"), in each case upon the terms and subject to the conditions set
forth herein;

     NOW, THEREFORE, in consideration of the foregoing, the representations,
warranties, covenants and agreements set forth in this Agreement, and other good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereby agree as follows:

                                    ARTICLE I

                                  DEFINITIONS

     Section 1.1 Specific Definitions.

For purposes of this Agreement, the following terms shall have the meanings set
forth below:

<PAGE>

<TABLE>
<S>                         <C>
"Action"                    shall mean any administrative, regulatory, judicial
                            or other formal proceeding, action, Claim, suit,
                            investigation or inquiry by or before any
                            Governmental Authority, arbitrator or mediator, at
                            law or at equity.

"Affected Employees"        shall mean the Employees on the date hereof.

"Affiliate"                 shall have the meaning set forth in Rule 12b-2 of
                            the General Rules and Regulations under the Exchange
                            Act.

"Agreement"                 shall mean this Agreement of Purchase and Sale,
                            together with the Seller Disclosure Letter, Buyer
                            Disclosure Letter, Annexes I, II and III and
                            Exhibits hereto, as the same may be amended or
                            supplemented from time to time in accordance with
                            the provisions hereof.

"Antitrust Approval"        is the approval of the Acquisition without
                            undertakings by the Republic of Argentina
                            Secretariat of Internal Trade, or any agency or
                            tribunal that may replace it in the future or that
                            may be declared by a res judicata judgment to be
                            empowered to issue a final decision on the
                            Acquisition, approving the same under the Antitrust
                            Law.

"Antitrust Law"             as regards the Republic of Argentina means Law No.
                            25,156 (as amended), Decree No. 89/2001, Resolution
                            No. 40/2001 of the former Secretariat of Competition
                            and Consumer Defense, Resolution No. 164/2001 of the
                            former Secretariat of Competition, Deregulation and
                            Consumer Defense, Resolution No. 26/2006 of the
                            former Secretariat of Technical Coordination and any
                            other law or regulation, administrative resolution
                            and judicial decision addressing competition issues,
                            including but not limited to the competition
                            clearance of mergers, acquisitions or other business
                            combinations.

"Applicable Law"            shall mean any statute, treaty, code, law,
                            ordinance, executive order, rule or regulation
                            (including a regulation that has been formally
                            promulgated in a rule-making proceeding but, pending
                            final adoption, is in proposed or temporary form
                            having the force of law); guideline or notice having
                            the force of law; or approval, permit, license,
                            franchise, judgment, order, decree, injunction or
                            writ of any Governmental Authority applicable to a
                            specified Person or specified property, as in effect
                            from time to time.

"AR$"                       shall mean Argentine Pesos.
</TABLE>


2

<PAGE>

<TABLE>
<S>                         <C>
"Business Day"              shall mean any day that is not a Saturday, Sunday or
                            other day on which banks are required or authorized
                            by law to be closed in the City of New York.

"Buyer Disclosure Letter"   shall mean the Buyer Disclosure Letter delivered to
                            Seller concurrently with this Agreement, which is an
                            integral part of this Agreement.

"Claims"                    shall mean any and all claims, lawsuits, demands,
                            causes of action, investigations and other
                            proceedings (whether or not before a Governmental
                            Authority).

CNDC"                       shall mean Comision Nacional de Defensa de la
                            Competencia.

"Code"                      shall mean the Internal Revenue Code of 1986, as
                            amended.

"Confidentiality            shall mean the confidentiality agreement entered
Agreement"                  into by and between the EE Group and CMS Enterprises
                            Company dated October 23, 2006.

"CTM"                       shall mean Centrales Termicas Mendoza S.A.

"Cut-off"                   shall mean December 31, 2006.

"Damages"                   shall mean judgments, settlements, fines, penalties,
                            damages, Liabilities, losses or deficiencies, costs
                            and expenses, including reasonable attorney's fees,
                            court costs, expenses of arbitration or mediation,
                            and other out-of-pocket expenses incurred in
                            investigating or preparing the foregoing; provided,
                            however, that "Damages" shall not include
                            incidental, indirect or consequential damages,
                            damages for lost profits or other special, punitive
                            or exemplary damages unless such Damages are deemed
                            to be direct damages of an Indemnified Party in
                            connection with a Third-Party Claim.

"Direct Equity Interests"   shall mean the equity interests held directly by the
                            Seller as described in Annex I.

"Distribution"              shall mean: (a) any dividend, distribution,
                            repayment or repurchase of share capital, capital
                            contribution or other return of capital to such
                            Person's shareholders or equivalent holders of its
                            ownership interests; (b) any repayment of any loan
                            owed to an Affiliate of such Person; and (c) any
                            loan made to an Affiliate of such Person, in each
                            case, other than to any of the Entities.

"Dollars or $"              shall mean dollars of the United States of America.
</TABLE>


3

<PAGE>

<TABLE>
<S>                         <C>
"Employees"                 shall mean all employees employed by the Argentine
                            Businesses, including employees on short-term
                            disability, military leave, maternity leave or
                            paternity leave and other approved leaves of absence
                            from active employment as set forth in Section
                            1.1(a) of the Seller Disclosure Schedule.

"Entities"                  shall mean each of the following Argentine
                            sociedades anonimas and sociedades de
                            responsabilidad limitada, as the case may be: CMS
                            Operating S.R.L., CMS Centrales Termicas S.A., CMS
                            Generation S.R.L., CMS Comercializadora de Energia
                            S.A., Cuyana S.A. de Inversiones, Central Termicas
                            Mendoza S.A., CMS Ensenada S.A. and Transportadora
                            de Gas del Mercosur S.A.

"Environmental Laws"        shall mean all foreign, federal, state and local
                            laws, regulations, rules and ordinances in effect
                            and existence as of the closing Date where the
                            Argentine Businesses currently operate relating to
                            pollution or protection of human health or the
                            environment, natural resources or safety and health,
                            including laws relating to releases or threatened
                            releases of Hazardous Substances into the
                            environment (including ambient air, surface water,
                            groundwater, land, surface and subsurface strata).

"Environmental Permit"      shall mean any Permit, formal exemption,
                            identification number or other authorization issued
                            by a Governmental Authority pursuant to an
                            applicable Environmental Law.

"EWG"                       shall have the meaning set forth for the term
                            "exempt wholesale generator" at Section 366.1 of
                            FERC's regulations (18 C.F.R. 366.1).

"Exchange Act"              shall mean the United States Securities Exchange Act
                            of 1934, as amended.

"FERC"                      shall mean the United States Federal Energy
                            Regulation Commission.

"FPA"                       shall mean the United States Federal Power Act, as
                            amended.

"FUCO"                      shall have the meaning set forth for the term
                            "foreign utility company" at Section 366.1 of FERC's
                            regulations (18 C.F.R. 366.1).

"GAAP"                      shall mean Argentine generally accepted accounting
                            principles
</TABLE>


4

<PAGE>

<TABLE>
<S>                         <C>
                            as in effect from time to time, applied on a
                            consistent basis.

"Generation"                shall mean CMS Generation S.R.L.

"Governmental Authority"    shall mean any executive, legislative, judicial,
                            tribal, regulatory, taxing or administrative agency,
                            body, commission, department, board, court,
                            tribunal, arbitrating body or authority of the
                            United States or any foreign country, or any state,
                            local or other governmental subdivision thereof.

"Hazardous Substances"      shall mean any chemicals, materials or substances
                            defined as or included in the definition of
                            "hazardous substances", "hazardous wastes",
                            "hazardous materials", "hazardous constituents",
                            "restricted hazardous materials", "extremely
                            hazardous substances", "toxic substances",
                            "contaminants", "pollutants", "toxic pollutants", or
                            words of similar meaning and regulatory effect under
                            any applicable Environmental Law.

"Hidroinvest SPA"           shall mean that certain Stock Purchase Agreement
                            between CMS Generation Co. and Generation, as
                            sellers, and Empresa Nacional de Electricidad S.A. -
                            ENDESA CHILE, as buyer, dated March 8, 2007, the
                            copy of which is attached as Annex III to this
                            Agreement.

"Indebtedness"              of any Person shall mean (a) all liabilities and
                            obligations of such Person for borrowed money or
                            evidenced by notes, bonds or similar instruments,
                            (b) obligations in respect of the deferred purchase
                            price of property or services (other than any amount
                            that would constitute current assets) to the extent
                            that such amount would be accrued as a liability on
                            a balance sheet prepared in accordance with GAAP,
                            (c) obligations in respect of capitalized leases,
                            (d) obligations in respect of letters of credit,
                            acceptances or similar obligations, (e) obligations
                            under interest rate cap agreements, interest rate
                            swap agreements, foreign currency exchange contracts
                            or other hedging contracts, (f) any accrued or
                            unpaid interest or breakage fees related to any of
                            the foregoing and (g) any guarantee of the
                            obligations of another Person with respect to any of
                            the foregoing.

"Indirect Equity            shall mean the equity interests held indirectly by
Interests"                  the Seller as described in Annex I.

"Intellectual Property"     shall mean all Argentine and foreign (a) patents and
                            patent applications, (b) trademarks, service marks,
                            logos, slogans, and
</TABLE>


5

<PAGE>

<TABLE>
<S>                         <C>
                            trade dress, (c) copyrights, (d) software (excluding
                            commercial off-the-shelf software), and (e) all
                            confidential and proprietary information and
                            know-how.

"Knowledge of Buyer"        shall mean, with respect to Lucid, the knowledge,
                            after due inquiry, of those Persons set forth in
                            Section 1.1(b) of the Buyer Disclosure Letter, and
                            with respect to Newco, the knowledge, after due
                            inquiry, of those Persons set forth in Section
                            1.1(c) of the Buyer Disclosure Letter.

"Knowledge of Seller"       shall mean the knowledge, after due inquiry, of
                            those Persons set forth in Section 1.1(b) of the
                            Seller Disclosure Letter.

"Liabilities"               shall mean any and all debts, liabilities,
                            commitments and obligations, whether or not fixed,
                            contingent or absolute, matured or unmatured,
                            liquidated or unliquidated, accrued or unaccrued,
                            known or unknown, whether or not required by GAAP to
                            be reflected in financial statements or disclosed in
                            the notes thereto.

"Liens"                     shall mean any mortgage, pledge, lien (statutory or
                            otherwise and including, without limitation,
                            environmental, ERISA and tax liens), security
                            interest, easement, right of way, limitation,
                            encroachment, covenant, claim, restriction, right,
                            option, conditional sale or other title retention
                            agreement, charge or encumbrance of any kind or
                            nature (except for any restrictions arising under
                            any applicable securities laws).

"Material Adverse Effect"   shall mean actions, circumstances or omissions that
                            have an effect, individually or in the aggregate,
                            that is materially adverse to (a) the business,
                            operations, financial condition or assets of the
                            Entities, taken as a whole or (b) the ability of
                            Seller to consummate the transactions contemplated
                            hereby, in each case, other than any effect
                            resulting from, relating to or arising out of: (i)
                            the negotiation, execution, announcement of this
                            Agreement and the transactions contemplated hereby,
                            including the impact thereof on relationships,
                            contractual or otherwise, with customers, suppliers,
                            distributors, partners, joint owners or venturers
                            and employees, (ii) any action taken by Seller, the
                            Entities, Buyer or any of their respective
                            representatives or Affiliates required or permitted
                            to be taken by the terms of this Agreement or
                            necessary to consummate the transactions
                            contemplated by this Agreement, (iii) the general
                            state of the industries in Argentina in which the
                            Entities operate (including (A) pricing levels, (B)
                            changes in the national, regional or local wholesale
                            or retail markets for
</TABLE>


6

<PAGE>

<TABLE>
<S>                         <C>
                            natural gas or electricity in Argentina, (C) changes
                            in the national, regional or local natural gas
                            pipeline systems in Argentina, (D) changes in the
                            Argentine national, regional or local markets for
                            the distribution of electricity, (E) rules,
                            regulations or decisions of Governmental Authorities
                            or the courts affecting the natural gas transmission
                            or independent power production industries in
                            Argentina as a whole and (F) any condition described
                            in the Seller Disclosure Letter, (iv) general legal,
                            regulatory, political, business, economic, capital
                            market and financial market conditions (including
                            prevailing interest rate levels), or conditions
                            otherwise generally affecting the industries in
                            which the Entities operate, (v) any change in law,
                            rule or regulation or GAAP or interpretations
                            thereof applicable to the Entities, Seller or Buyer,
                            (vi) acts of God, national or international
                            political or social conditions or (vii) general
                            economic conditions in Argentina; provided, that,
                            for purposes of determining a "Material Adverse
                            Effect", any effect on the business, financial
                            conditions or assets of the business of any Person
                            shall include only the portion of such effect
                            attributable to the ownership interests of the
                            Entities and their Affiliates and shall exclude any
                            portion of such effect attributable to the ownership
                            interest of any third party in such Person.

"Negative Antitrust         shall mean a resolution by the Republic of Argentina
Decision"                   Secretariat of Internal Trade, or any agency or
                            tribunal that may replace it in the future or that
                            may be declared by a res judicata judgment to be
                            empowered to issue a final decision on the
                            Acquisition, either prohibiting the Acquisition or
                            conditioning it to the fulfilment of any unduly
                            burdensome undertakings, in each case, exclusively
                            based on the Antitrust Law.

"Operating"                 shall mean CMS Operating S.R.L.

"Ownership Percentage"      shall mean, with respect to any Subsidiary, the
                            percentage of the equity represented by securities
                            or ownership interests, or, in the case of a
                            partnership, the percentage of the profits and
                            losses of such partnership, owned directly or
                            indirectly by Seller as of the date hereof.

"Pension Plans"             shall mean all Plans providing pensions,
                            superannuation benefits or retirement savings,
                            including pension plans, top up pensions or
                            supplemental pensions.

"Permitted Liens"           shall mean (a) zoning, planning and building codes
                            and other
</TABLE>


7

<PAGE>

<TABLE>
<S>                         <C>
                            applicable laws regulating the use, development and
                            occupancy of real property and permits, consents and
                            rules under such laws; (b) encumbrances, easements,
                            rights-of-way, covenants, conditions, restrictions
                            and other matters affecting title to real property
                            which do not materially detract from the value of
                            such real property or materially restrict the use of
                            such real property; (c) leases and subleases of real
                            property; (d) all easements, encumbrances or other
                            matters which are necessary for utilities and other
                            similar services on real property; (e) Liens to
                            secure Indebtedness reflected on the Financial
                            Statements or Indebtedness incurred in the ordinary
                            course of business, consistent with past practice,
                            after the date thereof, (f) Liens for Taxes and
                            other governmental levies not yet due and payable
                            or, if due, (i) not delinquent or (ii) being
                            contested in good faith by appropriate proceedings
                            during which collection or enforcement against the
                            property is stayed and with respect to which
                            adequate reserves have been established and are
                            being maintained to the extent required by GAAP, (g)
                            mechanics', workmen's, repairmen's, materialmen's,
                            warehousemen's, carriers' or other Liens, including
                            all statutory Liens, arising or incurred in the
                            ordinary course of business, (h) original purchase
                            price conditional sales contracts and equipment
                            leases with third parties entered into in the
                            ordinary course of business, (i) Liens that do not
                            materially interfere with or materially affect the
                            value or use of the respective underlying asset to
                            which such Liens relate, and (j) Liens which are
                            reflected in any Material Contract.

"Person"                    shall mean any natural person, corporation, company,
                            general partnership, limited partnership, limited
                            liability partnership, joint venture,
                            proprietorship, limited liability company, or other
                            entity or business organization or vehicle, trust,
                            unincorporated organization or Governmental
                            Authority or any department or agency thereof.

"Representatives"           shall mean accountants, counsel or representatives.

"Seller Disclosure          shall mean the Seller Disclosure Letter delivered to
Letter"                     Buyer concurrently with this Agreement, which is an
                            integral part of this Agreement.

"Subsidiary"                of any entity means, at any date, any Person (a) the
                            accounts of which would be consolidated with and
                            into those of the applicable Person in such Person's
                            consolidated financial statements if such financial
                            statements were prepared in accordance with GAAP as
                            of such date or (b) of which
</TABLE>


8

<PAGE>

<TABLE>
<S>                         <C>
                            securities or other ownership interests representing
                            more than fifty percent (50%) of the equity or more
                            than fifty percent (50%) of the ordinary voting
                            power or, in the case of a partnership, more than
                            fifty percent (50%) of the general partnership
                            interests or more than fifty percent (50%) of the
                            profits or losses of which are, as of such date,
                            owned, controlled or held, directly or indirectly by
                            the applicable Person or one or more subsidiaries of
                            such Person.

"Tax Return"                shall mean any report, return, declaration, or other
                            information required to be supplied to a
                            Governmental Authority in connection with Taxes
                            including any claim for refund or amended return.

"Taxes"                     shall mean all taxes, levies or other like
                            assessments, including income, gross receipts,
                            excise, value added, real or personal property,
                            withholding, asset, sales, use, license, payroll,
                            social security (including payments and
                            contributions to pension funds) transaction,
                            capital, business, corporation, employment, net
                            worth and franchise taxes, or other governmental
                            taxes of any kind whatsoever imposed by or payable
                            to any U.S. or foreign, federal, state, provincial
                            or local taxing authority, whether computed on a
                            separate, consolidated, unitary, combined or any
                            other basis; and whether imposed as transferee,
                            successor, by contract or otherwise; in each
                            instance such term shall include any interest,
                            penalties or additions to tax attributable to any
                            such Tax.

"TGM"                       shall mean Transportadora de Gas del Mercosur S.A.

"US FCPA"                   shall mean the United States Foreign Corrupt
                            Practices Act of 1977, as amended.
</TABLE>

                                   ARTICLE II

                                SALE AND PURCHASE

          Section 2.1 Agreement to Sell and Purchase.

               (a) In accordance with the terms of this Agreement and
     simultaneously with the payment of the Purchase Price in accordance with
     Section 2.1(b) of this Agreement, (i) Buyer shall purchase, acquire and
     accept from Seller, and Seller shall sell, convey, assign, transfer and
     deliver to Buyer, the Equity Interests, free and clear of all Liens, and
     (ii) Buyer shall purchase and assume from Seller, and Seller shall sell and
     assign to Buyer, the Assumed Indebtedness, free and clear of all Liens (the
     "Acquisition").


9
<PAGE>

               (b) As of the date hereof, Buyer shall pay to Seller, in
     consideration for (i) the purchase of the Equity Interests pursuant to
     Section 2.1(a)(i) and (ii) the assignment and assumption of the Assumed
     Indebtedness pursuant to section 2.1(a)(ii), an amount in cash equal to
     $125,000,000 less the amount paid to CMS Generation Co. under the
     Hidroinvest SPA (the "Purchase Price"), by wire transfer of same day funds
     to an account or accounts and in such amounts as designated by Seller.

          Section 2.2 Deliveries by the Parties.

               (a) Simultaneously with the confirmation of receipt of the
     Purchase Price by Seller's bank, Seller shall deliver or cause to be
     delivered, in form and substance satisfactory to Buyer (unless previously
     delivered), the following items:

               (i) the appropriate notices of transfer of the Direct Equity
     Interests signed by the holders of record and addressed to each of the
     relevant Entities whose Equity Interests are being transferred;

               (ii) certified copies of all resolutions of the boards of
     directors of Seller approving the entering into and completion of the
     transactions contemplated by this Agreement;

               (iii) certified copies of the registration of Seller at the
     Superintendency of Corporations (Inspeccion General de Justicia), in
     accordance with Section 123 of Argentine Corporate Act No 19.550;

               (iv) except for TGM, (x) all organizational documents
     (estatutos); (y) all books of minutes of meeting and resolutions of
     shareholders, quotaholders, directors and managers (and any committees);
     and (z) the share certificate books (libro de registro de accionistas), if
     applicable;

               (v) except for the resignations of those officers listed in
     Section 2.2(a)(v) of the Seller Disclosure Letter, written resignations,
     effective as of the date hereof, from each of the regular and alternate
     directors, and of the regular and alternate managers, as the case may be,
     and, when applicable, and statutory supervisors (sindicos) of any of the
     Entities appointed by Seller;

               (vi) written evidence of the signing by the directors and
     statutory auditors (sindicos) appointed by Seller of the minutes which are
     pending in the shareholders' and board of directors' minutes books of the
     Entities;

               (vii) official reports stating that CMS International Ventures
     LLC and CMS Generation Holdings Company are not subject to any restriction
     to sell and transfer their interests in Operating and Generation, in
     compliance with Section 127 of General Resolution 7/2005 passed by the
     Superintendency of Corporations (Inspeccion General de Justicia). The
     above-mentioned reports shall be granted by the competent authority with
     jurisdiction in the City of Buenos Aires and should be dated up to ten (10)
     days prior to the date hereof;


10

<PAGE>

               (viii) officer's certificates of CMS International Ventures, LLC
     and CMS Generation Holdings Company stating that, according to the laws of
     the State of Michigan, United States of America, it is not possible to
     comply with Section 127, 4th paragraph of General Resolution 7/2005 passed
     by the Superintendency of Corporations (Inspeccion General de Justicia)
     based on the fact that there is no governmental authority that can issue
     such certificate;

               (ix) duly executed instruments of transfer, assignment and
     assumption of the Assumed Indebtedness, and all underlying documentation
     evidencing the rights and obligations of the creditors and obligors
     thereunder (the "Assumed Indebtedness Documents"), in form and substance
     acceptable to Buyer; and

               (x) a certificate of incumbency and authority of Seller dated the
     date hereof.

               (b) Simultaneously with the confirmation of receipt of the
     Purchase Price by Seller's bank, Seller and Buyer shall enter into the
     relevant Assignment of Quotas Agreements substantially in the form of the
     Agreement attached hereto as Exhibit B to perfect the transfer of Seller's
     quotas in Operating and in Generation to Buyer.

               (c) As of the date hereof, Buyer shall deliver or cause to be
     delivered to Seller (unless previously delivered), the following items:

               (i) the Purchase Price by wire transfer of same day funds to an
     account or accounts and in such amounts as designated by Seller in writing;
     and

               (ii) a certificate of incumbency and authority of Buyer dated the
     date hereof.

               (d) As of the date hereof, Seller shall cause the board of
     directors or managers of the Entities, as the case may be, to call
     shareholders' or quotaholders' meetings (as applicable) of the Entities
     wholly owned, directly or indirectly, by Seller to be held on the date
     hereof and shall cause such shareholders or quotaholders meetings to (i)
     accept the resignation of the regular and alternate directors and of the
     regular and alternate managers, as the case may be, and, when applicable,
     statutory supervisors (sindicos) originally nominated by Seller or its
     Affiliates and, if applicable, replace the officers appointed by Seller who
     have not resigned to their offices as of the date hereof; (ii) approve the
     performance of the resigning directors and managers, as the case may be,
     and statutory supervisors (sindicos); (iii) appoint regular and alternate
     directors and regular and alternate managers, as the case may be, and, when
     applicable, statutory supervisors (sindicos) designated by Buyer; (iv)
     change, pursuant to Buyer's instructions, the Entities' legal address (sede
     social) and corporate name (denominacion social) in order to eliminate
     references to "CMS"; (v) amend the requisite organizational documents to
     authorize each of the Entities to guarantee the debt (actual or contingent)
     of any Person (including any Person directly or indirectly


11

<PAGE>

     controlling, controlled by, under common control with or otherwise
     affiliated to, such Entities) and to pledge, mortgage or otherwise encumber
     (including, without limitation, by way of trust assignment or security
     assignment) any of its present or future assets of any kind as security for
     the debt (actual or contingent) of any Person (including any person
     directly or indirectly controlling, controlled by, under common control
     with or otherwise affiliated to, such Entities); and (vi) amend the by-laws
     of each of Operating and Generation in order to eliminate the reference to
     the identity of each quotaholders from the articles of the by-laws.

               (e) Simultaneously with the confirmation of receipt of the
     Purchase Price by Seller's bank, Seller shall cause the board of directors
     of CTM to convey (i) a special class "A" shareholders' meeting to be held
     on the date hereof to (A) accept the resignation of the regular and
     alternate directors and statutory supervisors (sindicos) nominated by class
     "A" shareholders; and (B) appoint regular and alternate directors and
     statutory supervisors (sindicos) designated by class "A" shareholders; (ii)
     a special class "B" shareholders' meeting to be promptly held after the
     date hereof to (A) accept the resignation of the regular and alternate
     directors and statutory supervisors (sindicos) nominated by class "B"
     shareholders and (B) appoint regular and alternate directors and statutory
     supervisors (sindicos) designated by class "B" shareholders; and (iii) an
     ordinary shareholders meeting to be promptly held after the date hereof in
     order to consider and approve the performance of the resigning officers.
     Buyer undertakes to approve the performance of the regular and alternate
     directors and statutory supervisors (sindicos) appointed by class "A" and
     class "B" shareholders in the relevant general shareholders' meeting of
     CTM.

               (f) Simultaneously with the confirmation of receipt of the
     Purchase Price by Seller's bank, Seller shall cause the members of the
     board of directors of TGM appointed by Class "C" shareholders to request a
     calling of a board of directors' meeting in order to convey (i) a special
     Class "C" shareholders' meeting to be promptly held after the date hereof
     to (A) accept the resignation of the regular and alternate directors
     nominated by Class "C" shareholders and (B) appoint regular and alternate
     directors designated by Class "C" shareholders; and (ii) an ordinary
     shareholders' meeting to be promptly held after the date hereof in order to
     consider and approve the performance of the resigning officers. Buyer
     undertakes to approve the performance of the regular and alternate
     directors appointed by Seller in the relevant general shareholders' meeting
     of TGM.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller hereby represents and warrants to Buyer as follows:

          Section 3.1 Corporate Organization; Qualification. Each Seller is duly
     organized and validly existing and in good standing under the Laws of its
     governing jurisdiction. Each of the Entities is duly organized and validly
     existing and in good standing under the Laws of its governing jurisdiction
     and each (a) has the requisite power


12

<PAGE>

     to carry on its businesses as currently conducted and (b) is duly qualified
     to do business in each of the jurisdictions in which the ownership,
     operation or leasing of its properties or assets or the conduct of its
     business requires it to be so qualified, except where the failure to be so
     qualified would not have a Material Adverse Effect.

          Section 3.2 Authority Relative to this Agreement.

          Each Seller has full corporate power and authority to execute and
     deliver this Agreement and the other agreements, documents and instruments
     to be executed and delivered by it in connection with this Agreement and to
     consummate the transactions contemplated hereby and thereby. The execution,
     delivery and performance of this Agreement and the other agreements,
     documents and instruments to be executed and delivered in connection with
     this Agreement and the consummation of the transactions contemplated hereby
     and thereby have been duly and validly authorized by all the necessary
     action on the part of each Seller (as applicable), and no other corporate
     or other proceedings on the part of Seller are necessary to authorize this
     Agreement and the other agreements, documents and instruments to be
     executed and delivered in connection with this Agreement or to consummate
     the transactions contemplated hereby and thereby. This Agreement and the
     other agreements, documents and instruments to be executed and delivered in
     connection with this Agreement have been duly and validly executed and
     delivered by Seller and assuming that this Agreement and the other
     agreements, documents and instruments to be executed and delivered in
     connection with this Agreement constitute legal, valid and binding
     agreements of the Buyer are enforceable against Seller in accordance with
     their respective terms, except that such enforceability may be limited by
     applicable bankruptcy, insolvency, moratorium or other similar laws
     affecting or relating to enforcement of creditors' rights generally or
     general principles of equity.

          Section 3.3 Equity Interests; Assumed Indebtedness.

               (a) Except as set forth in Section 3.3(a) of the Seller
     Disclosure Letter, the Equity Interests are duly authorized, validly issued
     and fully paid and were not issued in violation of any preemptive rights.
     Except as set forth in Section 3.3(a) of the Seller Disclosure Letter, (i)
     there are no equity interests of the Entities authorized, issued or
     outstanding or reserved for any purpose and (ii) there are no (A) existing
     options, warrants, calls, preemptive rights, subscriptions or other rights,
     agreements, arrangements or commitments of any character, relating to the
     Entities, obligating Seller or any of its Affiliates to issue, transfer or
     sell, or cause to be issued, transferred or sold, any additional equity
     interest in the Entities, (B) outstanding securities of Seller or its
     Affiliates that are convertible into or exchangeable or exercisable for any
     equity interest in the Entities, (C) options, warrants or other rights to
     purchase from Seller or its Affiliates any such convertible or exchangeable
     securities or (D) outstanding Liabilities to pay any additional amounts on
     the equity interests or in respect of the capital of the Entities,
     including any Liabilities in respect of obligations to make capital
     contributions to any of the Entities, or (E) other than this Agreement,
     contracts, agreements or arrangements of any kind relating to the issuance
     of any equity


13

<PAGE>

     interest in the Entities, or any such options, warrants or rights, pursuant
     to which, in any of the foregoing cases, Seller or its Affiliates are
     subject or bound.

               (b) Except as set forth in Section 3.3(b) of the Seller
     Disclosure Letter, Seller owns all of the issued and outstanding Equity
     Interests and has good, valid and marketable title to the Equity Interests,
     free and clear of all Liens or other defects in title, and the Equity
     Interests have not been pledged or assigned to any Person. The Equity
     Interests owned by Seller are not subject to any restrictions on
     transferability other than those imposed by this Agreement and by
     applicable securities laws. Following the transfer of the Equity Interests
     to Buyer, Buyer will own all of the issued and outstanding Equity Interests
     and will have good and valid title to the Equity Interests, free and clear
     of all Liens.

               (c) Section 3.3(c) of the Seller Disclosure Letter sets forth, as
     of the date hereof, a list of each of the Entities, including its name, its
     jurisdiction of organization, its authorized and outstanding capital stock
     (or equivalent equity interest) and the percentage of its outstanding
     capital stock (or quota) owned by the Seller and/or the Entities, as
     applicable. Except as set forth in Section 3.3(c) of the Seller Disclosure
     Letter, the shares of outstanding capital stock or other equity interests
     or quotas, as the case may be, of the Entities are duly authorized, validly
     issued, fully paid and nonassessable, and are held of record by Seller and
     the Entities as set forth in Section 3.3(c) of the Seller Disclosure
     Letter, free and clear of Liens. Except as set forth in Section 3.3(c) of
     the Seller Disclosure Letter, there are no (i) existing options, warrants,
     calls, preemptive rights, subscriptions or other rights, agreements,
     arrangements or commitments of any character, relating to the capital stock
     or partnership interest of the Entities, obligating Seller, the Entities,
     or any of their Affiliates to issue, transfer or sell, or cause to be
     issued, transferred or sold, any equity interest in any of the Entities,
     (ii) outstanding securities of Seller, the Entities, or their Affiliates
     that are convertible into or exchangeable or exercisable for any of capital
     stock or partnership interest of any of the Entities, (iii) options,
     warrants or other rights to purchase from Seller, the Entities, or their
     Affiliates any such convertible or exchangeable securities or (iv) other
     than this Agreement, contracts, agreements or arrangements of any kind
     relating to the issuance of any equity interest of any of the Entities, or
     any such options, warrants or rights, pursuant to which, in any of the
     foregoing cases, Seller, any of the Entities or its Affiliates are subject
     or bound.

               (d) Except as set forth in Section 3.3(d) of the Seller
     Disclosure Letter, there are no Persons (other than an Entity) in which any
     of the Entities owns any equity or other similar interest.

               (e) Seller represents and warrants that it is the legal and
     beneficial owners of the Assumed Indebtedness, free and clear of any Lien.
     Seller has delivered to Buyer true and complete copies of all Assumed
     Indebtedness Documents. Seller further represents and warrants that any and
     all representations and warranties given by Seller or any of its Affiliates
     in the Assumed Indebtedness Documents are true and correct in all material
     respects.


14

<PAGE>

          Section 3.4 Consents and Approvals.

          Except as otherwise provided in Section 5.1(a) of this Agreement or
     as set forth in Section 3.4 of the Seller Disclosure Letter, Seller
     requires no consent, approval or authorization of, or filing, registration
     or qualification with, any Governmental Authority, or any other Person as a
     condition to the execution and delivery of this Agreement or the
     performance of the obligations hereunder, except where the failure to
     obtain such consent, approval or authorization of, or filing of,
     registration or qualification with, any Governmental Authority, or any
     other Person would not have a Material Adverse Effect.

          Section 3.5 No Conflict or Violation.

          Except as set forth in Section 3.5 of the Seller Disclosure Letter,
     the execution, delivery and performance by the Seller of this Agreement
     does not:

               (a) violate or conflict with any provision of the organizational
     documents or bylaws of Seller or any of the Entities;

               (b) violate any applicable provision of a law, statute, judgment,
     order, writ, injunction, decree, award, rule or regulation of any
     Governmental Authority, except where such violation would not have a
     Material Adverse Effect; or

               (c) violate, result in a breach of, constitute (with due notice
     or lapse of time or both) a default or cause any obligation, penalty or
     premium to arise or accrue under any Material Contract, lease, loan,
     mortgage, security agreement, trust indenture or other material agreement
     or instrument to which Seller or any of the Entities is a party or by which
     any of them is bound or to which any of their respective properties or
     assets is subject, except for violations, breaches or defaults that would
     not have a Material Adverse Effect.

               (d) result in the imposition or creation of any material Lien
     upon or with respect to any of the properties or assets owned or used by
     the Entities; or

               (e) result in the cancellation, modification, revocation or
     suspension of any material Permits or in the failure to renew any material
     Permit.

          Section 3.6 Financial Information.

               (a) Prior to the date hereof, Seller has made available to Buyer
     or its representatives the audited combined balance sheet of each of the
     Entities as of December 31, 2005, and the audited combined statements of
     income and cash flows of each of the Entities for each of the two years
     ended December 31, 2004 and 2005, together with the related notes thereto,
     accompanied by the reports thereon of Seller's accountants, as well as such
     audited combined balance sheet and statements of income and cash flows of
     each of the Entities (except Generation and TGM) as of and for the two
     years ended December 31, 2005 and 2006, (collectively, the "Financial
     Statements").


15

<PAGE>

               (b) The Financial Statements were prepared in accordance with
     GAAP, consistently applied throughout the periods indicated and fairly
     present, in all material respects, the combined financial position, results
     of operations and cash flows of each of the Entities, as of the dates
     thereof and for the periods covered thereby, in each case, except as
     disclosed in the Financial Statements (or the notes thereto) or in Section
     3.6(b) of the Seller Disclosure Letter.

               (c) As reflected in the Financial Statements as of December 31,
     2006, there was approximately $50,000,000 of unencumbered cash and cash
     equivalents held by the Entities (excluding TGM and Generation).

               (d) As the date hereof, $26,900,000 collected by Generation under
     the Hidroinvest SPA as purchase price of the Hidroinvest S.A. shares sold
     by Generation thereunder are held in the an account of Operating for the
     benefit of Generation.

          Section 3.7 Contracts.

               (a) Section 3.7(a) of the Seller Disclosure Letter sets forth a
     list of each material contract, lease or similar agreement or instrument to
     which any of the Entities (except for TGM) is a party, other than (i) any
     purchase or sale orders arising in the ordinary course of business, and
     (ii) any contract involving the payment or receipt of less than $350,000 in
     any one year (each contract set forth in Section 3.7(a) of the Seller
     Disclosure Letter being referred to herein as a "Material Contract").

               (b) Section 3.7(b) of the Seller Disclosure Letter sets forth a
     list of each contract that any of the Entities has with Seller or with any
     Affiliate of Seller that is not one of the Entities.

               (c) Except as set forth in Section 3.7(c) of the Seller
     Disclosure Letter, each Material Contract is a valid and binding agreement
     of the Entities party thereto and, to the Knowledge of Seller, is in full
     force and effect.

               (d) Except as set forth in Section 3.7(d) of the Seller
     Disclosure Letter, there is no default by Seller or any Entity under any
     Material Contract to which it is a party, and Seller has no Knowledge of
     any default by any counterparties under any Material Contract, other than
     defaults which have been cured or waived and which would not have a
     Material Adverse Effect.

          Section 3.8 Compliance with Law.

          Except for Environmental Laws and Tax laws, which are the subject of
     Section 3.14 and Section 3.15, respectively, and except as set forth in
     Section 3.8 of the Seller Disclosure Letter, the Entities are in compliance
     with all federal, state, local or foreign laws, statutes, ordinances,
     rules, regulations, judgments, orders, writs, injunctions or decrees of any
     Governmental Authority applicable to their respective properties, assets
     and businesses except where such noncompliance would not have a Material
     Adverse Effect.


16

<PAGE>

          Section 3.9 Permits.

          Except as set forth in Section 3.9 of the Seller Disclosure Letter,
     Seller and the Entities have all permits, licenses, certificates of
     authority, orders and approvals of, and have made all filings applications
     and registrations with Governmental Authorities necessary for the conduct
     of their respective business operations as presently conducted
     (collectively, the "Permits"), except for those Permits the absence of
     which would not, individually or in the aggregate, have a Material Adverse
     Effect.

          Section 3.10 Litigation.

          Except as identified in Section 3.10 of the Seller Disclosure Letter,
     there are no Actions before any Governmental Authority or arbitration panel
     or tribunal pending or in progress or, to the Knowledge of Seller,
     threatened, against Seller, the Entities, or any of their respective
     Affiliates or any executive officer or director thereof relating to the
     Equity Interests or Assumed Indebtedness or the respective assets or
     businesses of the Entities, except as would not, individually or in the
     aggregate, have a Material Adverse Effect. None of Seller, the Entities, or
     any of their respective Affiliates are subject to any outstanding judgment,
     order, writ, injunction, decree or award entered in an Action to which such
     Person was a named party relating to the Equity Interests or Assumed
     Indebtedness or the respective assets or businesses of such Persons, except
     as would not, individually or in the aggregate, have a Material Adverse
     Effect.

          Section 3.11 Employee Matters.

               (a) Section 3.11(a) of the Seller Disclosure Letter lists all
     material employee benefit and compensation plans and contracts and deferred
     compensation, stock option, stock purchase, stock appreciation rights,
     stock-based incentive bonus, severance, employment, change in control,
     vacation or fringe benefit programs, policies, agreements, arrangements or
     plans maintained by the Entities for the benefit of any of their current or
     former Employees (collectively, the "Plans"). True and complete copies of
     all material Plans, and all amendments thereto have been provided or made
     available to Buyer or its representatives.

               (b) To the Knowledge of Seller:

               (i) each Plan is registered, funded, administered and invested,
     as applicable, in substantial compliance with the current terms of such
     Plan, and in accordance with Applicable Laws;

               (ii) for any Plan where contributions are required to be made in
     accordance with an actuarial valuation report, all minimum contributions
     required to be made to such Plan have been made or will be timely made in
     accordance with the actuarial report most recently filed with the
     applicable Governmental Entity;

               (iii) for any Plan where contributions are not required to be
     made in accordance with an actuarial valuation report, all contributions
     required to be made to such Plan have been made;


17

<PAGE>

               (iv) no event has occurred respecting any qualified Plan that
     would result in the revocation of the registration of such Plan or could
     otherwise reasonably be expected to adversely affect the tax status of any
     such Plan; and

               (v) each of the Entities have made all contributions to the
     Pension Plans to which the Entities are required to make contributions.

               (c) With respect to each Plan, (i) no material Action is pending
     or, to the Knowledge of Seller, threatened and (ii) to the Knowledge of
     Seller no facts or circumstances exist that would give rise to any material
     Actions.

               (d) Except as set forth in Section 3.11(d) of the Seller
     Disclosure Letter, in the three (3) years prior to the date hereof there
     have been no partial or full wind-ups declared in respect of any Pension
     Plan.

               (e) Except as set forth in Section 3.11(e) of the Seller
     Disclosure Letter, none of Seller or the Entities has made any written
     promise to create any Plan or to improve or change the benefits provided
     under any Plan.

               (f) Except as set forth in Section 3.11(f) of the Seller
     Disclosure Letter, the consummation of the transactions contemplated hereby
     will not (i) cause any of the Entities to be obliged to pay to any current
     or former employee or officer of any of the Entities any termination pay,
     severance pay, unemployment compensation or any other payment; or (ii)
     accelerate the time of payment or vesting, or increase the amount of
     compensation due to any such employee or officer.

          Section 3.12 Labor Relations.

          Except as set forth in Section 3.12 of the Seller Disclosure Letter,
     (i) none of the Entities is a party to any labor or collective bargaining
     agreements, and there are no labor or collective bargaining agreements
     which pertain to any employees of the Entities, (ii) within the preceding
     eighteen (18) months, there have been no representation or certification
     proceedings, or petitions seeking a representation proceeding, pending or,
     to the Knowledge of Seller, threatened in writing to be brought or filed
     with any other labor relations tribunal or authority with respect to the
     Entities and (iii) within the preceding twelve (12) months, to the
     Knowledge of Seller, there have been no organizing activities involving the
     Entities with respect to any group of their respective employees; (iv)
     there are no pending or, to the Knowledge of Seller, threatened strikes,
     work stoppages, slowdowns or lockouts against the Entities, or their
     respective Employees or involving any of the Entities' facilities; and (v)
     there are no pending unfair employment practice charges, grievances or
     complaints filed or, to the Knowledge of Seller, threatened to be filed
     with any Governmental Authority based on the employment or termination of
     employment by the Entities of any employee.

          Section 3.13 Intellectual Property.

               (a) Subject to the provisions of Section 5.6 of this Agreement,
     Section 3.13(a) of the Seller Disclosure Letter sets forth a list of all
     material Argentine


18

<PAGE>

     and foreign: (i) patents and patent applications; (ii) trademark
     registrations and applications; and (iii) copyright registrations and
     applications, owned by the Entities. The foregoing schedules set forth at
     Section 3.13(a) of the Seller Disclosure Letter are complete and accurate
     in all material respects. To the Knowledge of Seller, the Entities have
     taken all steps necessary to maintain these rights and have not taken any
     action that would constitute abandonment thereof, including, but not
     limited to, making any and all necessary filings with any governmental
     authority, administrative office, or other entity, and paying any and all
     necessary fees.

               (b) Except as set forth on Section 3.13(b) of the Seller
     Disclosure Letter or as would not have a Material Adverse Effect:

               (i) the foregoing registrations are in effect and subsisting;

               (ii) each of the Entities owns all of the rights and interests in
     and has title to, or has validly licensed to it all of the Intellectual
     Property used by such Person;

               (iii) the Entities are the owners or authorized users of all the
     Intellectual Property required to operate their respective businesses as
     currently operated, free and clear of all Liens;

               (iv) no Intellectual Property owned or used by the Entities is
     subject to any outstanding judgment, injunction, order, decree or agreement
     restricting the use, licensing or sublicensing thereof by any of such
     Persons. There are no claims or actions pending or, to the Knowledge of
     Seller, threatened against any of the Entities by any Person arising out of
     or relating to any Intellectual Property owned or used by such Persons;

               (v) the execution, delivery and performance of this Agreement and
     the consummation of the transactions contemplated hereby will not breach,
     violate or conflict with any instrument or agreement governing any
     Intellectual Property owned or used by the Entities, and will not cause the
     forfeiture or termination or give rise to a right of forfeiture or
     termination of any Intellectual Property owned or used by such Entities,
     except for the forfeiture or termination of such Intellectual Property as
     would not materially and adversely affect business, operations, financial
     condition or assets of the Entities, taken as a whole; and

               (vi) To the Knowledge of Seller, no third party is infringing
     upon, misappropriating, or otherwise violating rights to the Intellectual
     Property owned by the Entities.

          Section 3.14 Representations with Respect to Environmental Matters.

          To the Knowledge of Seller, and except as set forth in Section 3.14 of
     the Seller Disclosure Letter or as would not, individually or in the
     aggregate, have a Material Adverse Effect:


19

<PAGE>

               (a) The Entities are in compliance with all applicable
     Environmental Laws;

               (b) The Entities have all of the Environmental Permits required
     in order to conduct their operations in accordance with applicable laws or,
     where such Environmental Permits have expired, have applied for a renewal
     of such Environmental Permits in a timely fashion;

               (c) The Entities are in compliance with the Environmental Permits
     issued to them;

               (d) There is no pending or threatened written Claim, lawsuit, or
     administrative proceeding against the Entities under or pursuant to any
     Environmental Law;

               (e) None of the Entities is a party or subject to any
     administrative or judicial order, decree or other agreement with a
     Governmental Authority under or pursuant to any applicable Environmental
     Law;

               (f) None of the Entities has received written notice from any
     third party, including any Governmental Authority, alleging that any of the
     Entities has been or is in violation or potentially in violation of any
     applicable Environmental Law or otherwise may be liable under any
     applicable Environmental Law; and

               (g) With respect to the real property that is currently owned or
     leased by the Entities, there have been no spills or discharges of
     Hazardous Substances on or underneath any such real property.

          The representations and warranties set forth in this Section 3.14 are
     Seller's sole and exclusive representations and warranties related to
     environmental matters.

          Section 3.15 Tax Matters.

          Except for matters set forth on Section 3.15 of the Seller Disclosure
     Letter, and limited to the Knowledge of Seller with respect to TGM:

               (a) Each of the Entities and each consolidated, combined,
     unitary, affiliated or aggregate group of which any of the Entities is or
     was a member has timely filed all Tax Returns that it was required to file.
     All such returns are correct and complete in all material respects. All
     Taxes owed by any of the Entities have been paid, whether or not shown as
     due on any such filed Tax Returns. None of the Entities currently is the
     beneficiary of any extension of time within which to file any Tax Return.
     No claim or assertion has ever been made by a taxing authority in a
     jurisdiction where any of the Entities does not file Tax Returns that such
     Entity is or may be subject to taxation by that jurisdiction. There are no
     Tax liens on the assets of any of the Entities, other than Permitted Liens.


20

<PAGE>

               (b) The charges, accruals and reserves for Taxes reflected on the
     December 31, 2006 Financial Statements are adequate to cover all
     liabilities for Taxes of the Entities (except TGM), through the date of
     such Financial Statements. The charges, accruals and reserves for Taxes for
     TGM reflected on the December 31, 2005 Financial Statements are adequate to
     cover all liabilities for Taxes of TGM through the date of such Financial
     Statements. Since December 31, 2006, the Entities have not incurred any
     liability for Taxes relating to transactions outside the ordinary course of
     business or otherwise inconsistent with past custom and practice.

               (c) Each of the Entities has withheld and paid all material Taxes
     required to have been withheld and paid in connection with amounts paid or
     owing to any employee, former employee, independent contractor, creditor,
     stockholder, affiliate, customer, supplier or other third party.

               (d) There is no dispute or claim concerning any Tax liability of
     an Entity either claimed or raised by any taxing authority in writing.
     Section 3.15(d) of the Seller Disclosure Letter lists all United States
     federal, state, local and non-United States Tax Returns with respect to
     Taxes determined by reference to net income filed with respect to each
     Entity for any taxable period ended on or after January 1, 2002, indicates
     those Tax Returns that have been audited and indicates those Tax Returns
     that currently are the subject of audit. No other Tax audits or other
     administrative or judicial Tax proceedings with respect to Taxes of the
     Entities are pending or are being conducted. No Entity has waived any
     statute of limitations in respect of Taxes or agreed to any extension
     thereof that is currently in effect.

               (e) Section 3.15 of the Seller Disclosure Letter sets out the
     classification for United States federal income tax purposes of each of the
     Entities.

               (f) Each of the Entities that is subject to VAT (or sales Tax) is
     registered for VAT, is a taxable person and has complied in all material
     respects with the requirements of the Laws relating to VAT. All VAT returns
     and payments due in respect of the VAT group of which the Entities are
     members have been made.

               (g) To the Knowledge of Seller, all stamp, transfer and
     registration Taxes have been paid in respect of documents in the
     enforcement of which each of the Entities is interested.

               (h) None of the Entities has any liability for the Taxes of any
     person other than itself under Section 1.1502-6 of the Treasury Regulations
     (or any similar provision of state, local or foreign law), as a transferee
     or successor, by contract or otherwise. No Entity has extended or waived
     the application of any statute of limitations of any jurisdiction regarding
     the assessment or collection of any Tax. None of the Entities is a party to
     any Tax sharing or Tax indemnity agreements or similar arrangements
     pursuant to which Buyer or its Affiliates would have any obligation to make
     payments after the date hereof or surrender or share any Tax attributes or
     benefits.


21

<PAGE>

               (i) None of the Entities has made an election under Section
     897(i) of the code to be treated as a United States corporation for
     purposes of Section 897, 1445 and 6039C of the Code.

               (j) None of the Entities (i) has an investment in U.S. property
     within the meaning of Section 956 of the Code, (ii) is engaged in a United
     States trade or business for U.S. federal income Tax purposes, or (iii) is
     a passive foreign investment company within the meaning of the Code; and

               (k) None of the Entities is a "surrogate foreign corporation"
     within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a
     U.S. corporation under Section 7874(b) of the Code.

          Section 3.16 Insurance.

               (a) Section 3.16(a) of the Seller Disclosure Letter sets forth a
     true and complete list of all current policies of all material property and
     casualty insurance, insuring the properties, assets, employees and/or
     operations of the Entities (collectively, the "Policies"). To the Knowledge
     of Seller, all premiums payable under such Policies have been paid in a
     timely manner and the Entities, as applicable, have complied in all
     material respects with the terms and conditions of all such Policies.

               (b) As of the date hereof, Seller has not received any written
     notification of the failure of any of the Policies to be in full force and
     effect. To the Knowledge of Seller, none of the Entities is in default
     under any provision of the Policies, and except as set forth in Section
     3.16(b) of the Seller Disclosure Letter, there is no claim by the Entities
     or any other Person pending under any of the Policies as to which coverage
     has been denied or disputed by the underwriters or issuers thereof.

          Section 3.17 Regulatory Matters.

          Seller is not a "public utility" as such term is defined in the FPA,
     as amended, or the regulations of the FERC promulgated thereunder. No
     Entity is a "public utility" as such term is defined in the FPA or the
     regulations of the FERC promulgated thereunder. Each Entity that directly
     owns or operates facilities used for the generation, transmission, or
     distribution of electric energy for sale or the distribution at retail of
     natural or manufactured gas for heat, light, or power is a FUCO, or, to the
     extent that an Entity's activities are limited to the business of owning or
     operating electric generating facilities and selling electricity at
     wholesale such Entity is either an EWG or FUCO.

          Section 3.18 Absence of Certain Changes or Events.

               (a) Except as set forth in Section 3.18(a) of the Seller
     Disclosure Letter, each Entity has conducted its respective businesses in
     the ordinary course of business, consistent with past practice in all
     material respects, since the date of the latest Financial Statements for
     such Entity as described in Section 3.6.


22

<PAGE>

               (b) Except as set forth in Section 3.18(b) of the Seller
     Disclosure Letter, or in the Financial Statements, and the notes thereto,
     there has not been with respect to each of the Entities any event or
     development or change which has resulted or would reasonably be likely to
     result in a Material Adverse Effect.

               (c) Section 3.18(c) of the Seller Disclosure Letter sets forth a
     true and complete list of the Distributions made by each Entity since the
     date of the latest Financial Statements for such Entity as described in
     Section 3.6.

               (d) Except as set forth in Section 3.18(d) of the Seller
     Disclosure Letter, since the date of the latest Financial Statements for
     each Entity, such Entity has not:

                    (i) granted any severance or termination pay to, or entered
     into, extended or amended any employment, consulting, severance or other
     compensation agreement with, or otherwise increased the compensation or
     benefits provided to any of its officers or other employees whose annual
     salary base is in excess of $100,000;

                    (ii) sold, leased, licensed, mortgaged or otherwise disposed
     of any properties or assets material to its business having a fair market
     value in excess of $100,000 individually or $400,000 in the aggregate,
     other than (A) sales made in the ordinary course of business, consistent
     with past practice; or (B) sales of obsolete or other assets not presently
     utilized in its business;

                    (iii) made any capital expenditure in excess of 10% of the
     annual budgeted capital expenditures;

                    (iv) paid, repurchased, discharged or satisfied any of its
     material Claims, Liabilities or obligations (absolute, accrued, asserted or
     unasserted, contingent or otherwise), other than in the ordinary course of
     business, consistent with past practice;

                    (v) (A) incurred or assumed or guaranteed any long-term
     debt, or except in the ordinary course of business consistent with past
     practice, incurred or assumed or guaranteed short-term Indebtedness (other
     than intercompany Indebtedness) exceeding $100,000 in the aggregate; (B)
     modified the terms of any Indebtedness or other liability, other than
     modifications of short-term debt in the ordinary course of business,
     consistent with past practice; or (C) assumed, guaranteed, endorsed or
     otherwise became liable or responsible (whether directly, contingently or
     otherwise) for the material obligations of any other Person; or

                    (vi) authorized any of, or committed or agreed to take any
     of, the actions referred to in the paragraphs (i) through (v) above.

               (e) Except as set forth in Section 3.18(e) of the Seller
     Disclosure Letter, since the date of the latest Financial Statements for
     each Entity, such Entity has not incurred any material Tax liability
     outside the ordinary course of


23

<PAGE>

     business, made or changed any election for Tax purposes, changed any annual
     accounting period for Taxes, filed any amended Tax Return, entered into any
     closing agreement for Tax purposes, settled any Tax claim or assessment
     relating to any Entity, surrendered any right to claim a refund of Taxes,
     consented to any extension or waiver of the limitation period applicable to
     any Tax claim or assessment relating to any Entity, or taken any other
     action relating to the filing of any Tax Return or the payment of any Tax,
     if such election, adoption, change, amendment, agreement, settlement,
     surrender, consent or other action would have the effect of increasing the
     Tax liability of any Entity for any period ending after the Cut-off or
     decreasing any Tax attribute of any Entity existing on the Cut-off.

          Section 3.19 Absence of Undisclosed Liabilities.

          None of the Entities has any Liabilities (whether absolute, accrued,
     contingent or otherwise) except those Liabilities (a) disclosed and
     reserved against in the Financial Statements (or notes thereto) as required
     by GAAP, (b) set forth in Section 3.19 of the Seller Disclosure Letter, (c)
     incurred in the ordinary course of business since the date of the latest
     Financial Statements for such Entity as described in Section 3.6 or (d)
     which would not result in a Material Adverse Effect.

          Section 3.20 Property.

          Except as set forth in Section 3.20 of the Seller Disclosure Letter,
     each of the Entities has valid title to or leases, free and clear of any
     Liens (other than Permitted Liens), all assets used or held for use by each
     of the Entities, except for such assets the failure of which to so own or
     lease would not, individually or in the aggregate, have a Material Adverse
     Effect.

          Section 3.21 Brokerage and Finders' Fees.

          None of Seller, the Entities, or any of their Affiliates or their
     respective stockholders, partners, directors, officers or employees, has
     incurred, or will incur any brokerage, finders' or similar fee in
     connection with the transactions contemplated by this Agreement.

          Section 3.22 Corporate and Accounting Records.

          The minute books of the Entities previously made available to Buyer
     contain true, complete and accurate records of all meetings and accurately
     reflect all other corporate action of their respective stockholders and
     board of directors (including committees thereof). Each of the Entities
     maintains adequate records which accurately and validly reflect
     transactions conducted by such Entity in reasonable detail, and maintains
     accounting controls, policies and procedures sufficient to ensure that such
     transactions are (a) executed in accordance with its management's general
     or specific authorization and (b) recorded in a manner which permits the
     preparation of financial statements in accordance with Applicable Law and
     applicable regulatory accounting requirements,


24

<PAGE>

          Section 3.23 Affiliated Transactions.

          Except as described in Section 3.23 of the Seller Disclosure Letter,
     and except for trade payables and receivables arising in the ordinary
     course of business consistent with past practices for purchases and sales
     of goods or services consistent with past practice, none of the Entities
     have been a party over the past twelve (12) months to any material
     transaction or agreement with Seller or any Affiliate of Seller (other than
     the Entities) and no director or officer of Seller or its Affiliates (other
     than the Entities), has, directly or indirectly, any material interest in
     any of the assets or properties of the Entities.

          Section 3.24 Certain Practices.

          None of the Entities or any of their respective Representatives has
     corruptly (within the meaning of the US FCPA or any other similar
     Applicable Law) or otherwise illegally offered or given, and, to the
     Knowledge of Seller, no Person has corruptly (within the meaning of the US
     FCPA or any other similar applicable Law) or otherwise illegally offered or
     given on behalf of the Entities, anything of value to: (i) any official of
     a Governmental Authority, any political party or official thereof, or any
     candidate for political office; or (ii) any other Person, in any such case
     while knowing, or having reason to know, that all or a portion of such
     money or thing of value may be offered, given or promised, directly or
     indirectly, to any official or employee of a Governmental Authority, any
     political party or official thereof, or candidate for political office for
     the purpose of the following: (x) influencing any action or decision of
     such Person, in his or her official capacity, including a decision to fail
     to perform his or her official function; (y) inducing such Person to use
     his or her influence with any Governmental Authority to affect or influence
     any act or decision of such Governmental Authority to assist any of the
     Entities in obtaining or retaining business for, or with, any Governmental
     Authority or to secure an improper advantage; or (z) where such payment
     would constitute a bribe, kickback or illegal or improper payment to assist
     any of the Entities in obtaining or retaining business for, or with, or
     directing business to, any Person or in securing any improper advantage.
     There have been no false or fictitious entries made in the books or records
     of any of the Entities relating to any illegal payment or secret or
     unrecorded fund and none of the Entities has established or maintained a
     secret or unrecorded fund. Each Entity keeps books, records and accounts
     which in reasonable detail which accurately and fairly reflect the
     transactions and dispositions of its assets. Each of the Entities has
     devised and maintained a system of internal accounting controls sufficient
     to provide reasonable assurances that: (i) transactions are executed in
     accordance with management's general or specific authorization; (ii)
     transactions are recorded as necessary (x) to permit preparation of
     financial statements in conformity with GAAP or any other criteria
     applicable to such statements; and (y) to maintain accountability for
     assets; (iii) access to assets is permitted only in accordance with
     management's general or specific authorization; and (iv) the recorded
     accountability for assets is compared with the existing assets at
     reasonable intervals and appropriate action is taken with respect to any
     differences


25

<PAGE>

          Section 3.25 No Other Representations or Warranties.

          Except for the representations and warranties contained in this
     Article III, none of Seller, the Entities, or any other Person makes any
     other express or implied representation or warranty on behalf of Seller.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

          Each Buyer hereby represents and warrants to Seller as follows:

          Section 4.1 Corporate Organization; Qualification.

          Such Person (a) is a limited liability company duly organized and
     validly existing under the Laws of its jurisdiction of formation, (b) has
     the requisite power to carry on its businesses as currently conducted and
     (c) is duly qualified to do business in each of the jurisdictions in which
     the ownership, operation or leasing of its properties or assets or the
     conduct of its business requires it to be so qualified, except where the
     failure to be so qualified would not materially and adversely affect the
     ability of, or timing for, Buyer to consummate the transactions
     contemplated by this Agreement.

          Section 4.2 Authority Relative to this Agreement.

          Such Person has full corporate or similar power and authority to
     execute and deliver this Agreement and the other agreements, documents and
     instruments to be executed and delivered by it in connection with this
     Agreement and to consummate the transactions contemplated hereby and
     thereby. The execution, delivery and performance of this Agreement and the
     other agreements, documents and instruments to be executed and delivered in
     connection with this Agreement and the consummation of the transactions
     contemplated hereby and thereby have been duly and validly authorized by
     all the necessary action on the part of such Person and no other
     organization or similar proceedings on the part of such Person are
     necessary to authorize this Agreement and the other agreements, documents
     and instruments to be executed and delivered in connection with this
     Agreement or to consummate the transactions contemplated hereby and
     thereby. This Agreement and the other agreements, documents and instruments
     to be executed and delivered in connection with this Agreement have been
     duly and validly executed and delivered by such Person and assuming that
     this Agreement and the other agreements, documents and instruments to be
     executed and delivered in connection with this Agreement constitute legal,
     valid and binding agreements of the Seller are enforceable against such
     Person in accordance with their respective terms, except that such
     enforceability may be limited by applicable bankruptcy, insolvency,
     moratorium or other similar laws affecting or relating to enforcement of
     creditors' rights generally or general principles of equity.


26

<PAGE>

          Section 4.3 Consents and Approvals.

          Except as otherwise provided in Section 5.1(a) of this Agreement or
     as set forth in Section 4.3 of the Buyer Disclosure Letter, such Person
     requires no consent, approval or authorization of, or filing, registration
     or qualification with, any Governmental Authority, or any other Person as a
     condition to the execution and delivery of this Agreement or the
     performance of the obligations hereunder, except where the failure to
     obtain such consent, approval or authorization of, or filing of,
     registration or qualification with, any Governmental Authority, or any
     other Person would not materially and adversely affect the ability of, or
     timing for, such Person to consummate the transactions contemplated by this
     Agreement.

          Section 4.4 No Conflict or Violation.

          Except as set forth in Section 4.4 of the Buyer Disclosure Letter, the
     execution, delivery and performance by such Person of this Agreement does
     not:

               (a) violate or conflict with any provision of the organizational
     documents of such Person;

               (b) violate any applicable provision of a law, statute, judgment,
     order, writ, injunction, decree, award, rule or regulation of any
     Governmental Authority, except where such violation would not materially
     and adversely affect the ability of, or timing for, such Person to
     consummate the transactions contemplated by this Agreement; or

               (c) violate, result in a breach of, constitute (with due notice
     or lapse of time or both) a default or cause any material obligation,
     penalty or premium to arise or accrue under any material contract, lease,
     loan, agreement, mortgage, security agreement, trust indenture or other
     material agreement or instrument to which such Person is a party or by
     which it is bound or to which any of its properties or assets is subject,
     except as would not materially and adversely affect the ability of, or
     timing for, such Person to consummate the transactions contemplated by this
     Agreement.


27

<PAGE>

          Section 4.5 Litigation.

          Except as identified in Section 4.5 of the Buyer Disclosure Letter,
     there are no Actions before any Governmental Authority or arbitration panel
     or tribunal pending or in progress or, to Knowledge of such Person,
     threatened, against such Person, or any of their respective Affiliates or
     any executive officer or director thereof, except as would not materially
     and adversely affect the ability of, or timing for, such Person to
     consummate the transactions contemplated by this Agreement. Neither such
     Person nor any of its Affiliates is subject to any outstanding judgment,
     order, writ, injunction, decree or award entered in an Action to which such
     Person was a named party, except as would not materially and adversely
     affect the ability of, or timing for, such Person to consummate the
     transactions contemplated by this Agreement.

          Section 4.6 Brokerage and Finders' Fees.

          Neither such Person nor any of its Affiliates, or their respective
     members, stockholders, partners, directors, officers or employees, has
     incurred, or will incur any brokerage, finders' or similar fee in
     connection with the transactions contemplated by this Agreement.

          Section 4.7 Investment Representations.

               (a) Such Person is acquiring the Equity Interests to be acquired
     by it hereunder for its own account, solely for the purpose of investment
     and not with a view to, or for sale in connection with, any distribution
     thereof in violation of the federal securities laws or any applicable
     foreign or state securities law.

               (b) Such Person understands that the acquisition of the Equity
     Interests to be acquired by it pursuant to the terms of this Agreement
     involves substantial risk. Such Person and its officers have experience as
     an investor in securities and equity interests of companies such as the
     ones being transferred pursuant to this Agreement and acknowledges that it
     can bear the economic risk of its investment and has such knowledge and
     experience in financial or business matters that such Person is capable of
     evaluating the merits and risks of its investment in the Equity Interests
     to be acquired by it pursuant to the transactions contemplated hereby.

               (c) Such Person understands that the Equity Interests to be
     acquired by it hereunder have not been registered under the Securities Act
     on the basis that the sale provided for in this Agreement is exempt from
     the registration provisions thereof. Such Person acknowledges that such
     securities may not be transferred or sold except pursuant to the
     registration and other provisions of applicable securities laws or pursuant
     to an applicable exemption therefrom.

               (d) Such Person acknowledges that the offer and sale of the
     Equity Interests to be acquired by it in the transactions contemplated
     hereby has not been accomplished by the publication of any advertisement.

          Section 4.8 Regulation Matters.


28

<PAGE>

          Such Person is not (a) "public utility," or a "holding company in a
     holding company system that includes a transmitting utility or an electric
     utility", as such terms are defined in the FPA or the regulations of the
     FERC promulgated thereunder.

          Section 4.9 No Other Representations or Warranties.

          Except for the representations and warranties contained in this
     Article IV, neither such Person nor any other Person makes any other
     express or implied representation or warranty on behalf of such Person.

                                    ARTICLE V

                            COVENANTS OF THE PARTIES.

          Section 5.1 Notification to the CNDC; Negative Antitrust Decision;
     Transfer of Equity Interests to a Third Purchaser.

               (a) Notification of the Acquisition to the CNDC. Within seven (7)
     days from the date hereof, and at any subsequent date that may be required
     by instruction of the CNDC, Seller and Buyer shall cooperate with one
     another and file all notifications, applications, registrations, filings,
     declarations and reports required under the Antitrust Law relating to the
     Acquisition, and use their reasonable efforts to take, or cause to be taken
     all appropriate action, and to do, or cause to be done, all things
     necessary, proper or advisable to obtain the Antitrust Approval.

               (b) Negative Antitrust Decision.

               (i) Buyer hereby expressly acknowledges and undertakes that the
     entire risk as to a Negative Antitrust Decision and/or the issuance of any
     resolution, decree, judgment, injunction or other order, whether temporary,
     preliminary or permanent, oral or in writing, in each case pursuant to
     Antitrust Law, that may prohibit, prevent or restrict the consummation of
     the Acquisition rests exclusively with Buyer.

               (ii) Buyer shall be the sole responsible party to perform any and
     all actions required by the Negative Antitrust Decision including, but not
     limited to, (i) a divesture of Buyer's or the Entities' businesses, product
     lines or assets in favor of a third party, at its own risk, cost and
     expense; and (ii) appointment of the management of the Entities following
     directives by the CNDC or other antitrust authority. Notwithstanding
     anything contained herein to the contrary, none of Seller or its Affiliates
     shall be required to (i) divest any of its respective businesses, product
     lines or assets that are not transferred to Buyer or (ii) take or agree to
     take any other action or agree to any limitation that could reasonable be
     expected to (a) result in a adverse effect on its business, assets,
     condition (financial or otherwise) or (b) deprive any Seller of any benefit
     of the Acquisition.

               (iii) Each party shall promptly give to the other party notice of
     all information in its possession regarding the Negative Antitrust Decision
     or its


29
<PAGE>

     consequences and promptly transmit to the other party a copy of all
     documents received or sent in that respect. Each party shall also promptly
     respond to any reasonable request for information from the other party on
     the Negative Antitrust Decision or its consequences.

               (c) Transfer of Equity Interests to a Third Purchaser.

               (i) Notwithstanding Section 5.1(f), upon issuance of a Negative
     Antitrust Decision prohibiting the transfer of the Equity Interests to
     Buyer, Buyer shall negotiate the sale and transfer of the Equity Interests
     to a third party regarding whom the Antitrust Approval may be obtained (the
     "Third Purchaser").

               (ii) If legally required and for the exclusive purpose of
     transferring the Equity Interests to the Third Purchaser, each Seller
     hereby grants special irrevocable powers of attorney to Buyer and/or the
     Persons whom Buyer may appoint to (i) take all reasonable actions to obtain
     the relevant Antitrust Approval; (ii) notify the transfer of the Equity
     Interests to the Ente Nacional Regulador de la Electricidad and to the
     Republic of Argentina Secretariat of Energy; (iii) subscribe the relevant
     documentation and make the relevant filings to record the transfer of the
     Equity Interests on their respective official ownership records; and (iv)
     collect from the Third Purchaser the purchase price of the Shares (it being
     understood that if such purchase price were to exceed the Purchase Price,
     then the excess shall be exclusively for Buyer's benefit). It is hereby
     expressly agreed that the irrevocable powers of attorney provided for in
     this Section 5.1(c) are granted for a period beginning on the date of
     issuance of the Negative Antitrust Decision preventing the Acquisition and
     ending on the date which is ten (10) years from the date hereof; it being
     understood that the irrevocability of the special power of attorney granted
     herein is based on both parties' interests.

               (iii) Notwithstanding anything contained herein to the contrary,
     from the transfer of the Equity Interests to Buyer pursuant to this
     Agreement until the transfer of the Equity Interests to a Third Purchaser,
     as the case may be, Buyer will have, to the fullest extent permitted by
     law, complete control of the assets and businesses of the Entities. In
     furtherance of the foregoing, Seller shall execute and deliver, or cause to
     be executed and delivered, all such documents and instruments and shall
     take, or cause to be taken, all such further or other actions, as Buyer may
     reasonably deem necessary to permit Buyer to have complete control of the
     Entities as from the date hereof.

               (d) Waiver by Buyer. Seller will not be held liable for any loss
     or damage arising out of any of the events provided for in Section 5.1(b)
     hereof and/or the transfer of the Equity Interests to the Third Purchaser,
     including, but not limited to, any difference between the Purchase Price
     and the purchase price of the Equity Interests ultimately collected by
     Buyer from the Third Purchaser. Buyer hereby irrevocably and
     unconditionally waives to file any legal action and/or claim, judicial,
     non-judicial or of any other nature, against any Seller or any other third
     party directly or indirectly based on the fact that the Equity Interests
     were sold at a price lower than the Purchase Price.


30

<PAGE>

               (e) Waiver by Seller. Each Seller hereby irrevocably and
     unconditionally waives any right it may have against Buyer based on the
     fact that the Shares were sold to the Third Purchaser at a price higher
     than the Purchase Price.

               (f) Indemnification.

               (i) Subject only to the terms and limitations set forth in this
     Section 5.1 and not those set forth in Article VI, Buyer shall jointly and
     severally indemnify, defend and hold harmless Seller Indemnified Parties
     (whether or not also indemnified by any other Person under any other
     document) from and against any penalties, fines, administrative sanctions,
     costs and expenses (including reasonable attorneys' fees as provided in
     (ii) below) which directly relate to, or arise out of, any of the events
     provided for in Section 5.1(b), including fines, penalties and/or
     administrative sanctions imposed, or handed down, by the CNDC, the
     Secretariat of Internal Trade and/or any other agency, tribunal or court
     because the Acquisition is ultimately deemed to breach the Antitrust Law
     (an "Antitrust Claim").

               (ii) Within five (5) days following the receipt by Seller of an
     Antitrust Claim, Seller shall promptly give notice to each Buyer in
     writing. Buyer shall assume and control the defense of an Antitrust Claim
     with counsel of their own choice it being understood, however, that each
     Seller may retain, at its own cost, separate co-counsel and participate
     fully in the defense of the Antitrust Claim with full access to all
     relevant information.

               (iii) If an Antitrust Claim implies a fine, penalty and/or an
     administrative sanction to any Seller, then at Seller's option Buyer shall
     be jointly and severally liable to (i) pay the amount of the relevant fine,
     penalty and/or an administrative sanction; or (ii) deposit in escrow at
     Seller's satisfaction the amount of the relevant fine, penalty and/or an
     administrative sanction. If Buyer fails to timely pay or deposit the
     relevant amount of the fine, penalty and/or an administrative sanction, the
     outstanding amount thereof shall bear default interest at a rate equal to
     LIBOR plus two per cent (2%) per annum.

               (iv) Notwithstanding Section 5.1(f)(iii), any and all expenses
     and/or costs incurred by any Seller pursuant to Section 5.1(b), Section
     5.1(c) and Section 5.1(f) (including, but not limited to, fines, penalties
     and/or an administrative sanctions) shall be reimbursed by Buyer upon
     request by Seller within five (5) Business Days from the date of the
     request. If Buyer fails to timely reimburse the expenses and/or costs
     incurred by any Seller, the outstanding amount thereof shall bear default
     interest at a rate equal to LIBOR plus two per cent (2%) per annum.

               (v) If Seller and Buyer are found jointly liable of any Antitrust
     Claim, Buyer shall be the sole responsible for the settlement of said
     Antitrust Claim and Buyer hereby waives any recoverability right it may
     have against any Seller.

               (vi) This Section 5.1 shall exclusively govern all Antitrust
     Claims. For the avoidance of doubt, indemnity limitations contemplated in


31

<PAGE>

     Section 6.2 hereof shall not apply to the indemnity undertakings assumed by
     Buyer in this Section 5.1 regarding Antitrust Claims.

               (g) Fees, Costs and Expenses. Except for Buyer's obligation to
     pay all fees, costs and expenses (including, without limitation, reasonable
     legal fees) incurred by the parties in connection with any Antitrust Claim,
     each of the parties shall pay all fees, costs and expenses (including,
     without limitation, reasonable legal fees) incurred by it in connection
     with the filings made with the CNDC in order to obtain the Antitrust
     Approval.

          Section 5.2 Further Assurances.

          On and after the date hereof, Seller and Buyer shall cooperate and use
     their respective reasonable best efforts to take or cause to be taken all
     appropriate actions and do, or cause to be done, all things necessary or
     appropriate to consummate and make effective the transactions contemplated
     hereby, including the execution of any additional documents or instruments
     of any kind, the obtaining of consents which may be reasonably necessary or
     appropriate to carry out any of the provisions hereof and the taking of all
     such other actions as such party may reasonably be requested to take by the
     other party hereto from time to time, consistent with the terms of this
     Agreement, in order to effectuate the provisions and purposes of this
     Agreement and the transactions contemplated hereby and thereby.

          Section 5.3 Employee Matters.

               (a) Subject to the following provisions, Buyer shall maintain the
     employment of all Affected Employees following the date hereof for at least
     a period of twelve (12) months as from the date hereof and subject to the
     existence of proper grounds for Buyer for termination or restructuring
     thereof.

               (b) Subject to Section 5.3(c) and Section 5.3(d) below, on the
     date hereof (unless previously done), Seller shall give notice to all
     Affected Employees that the active participation of the Affected Employees
     in those employee benefit plans, programs and arrangements that are not
     sponsored by the Entities or that are not listed in Section 3.11(a) of the
     Seller Disclosure Letter (such plans, programs and arrangements, the
     "Seller Plans") shall terminate on the date hereof, and the Entities shall
     terminate participation of Affected Employees in the Seller Plans as of the
     date hereof. Each of the Entities shall be solely responsible for all
     obligations and Liabilities under each employee benefit plan listed in
     Section 3.11(a) of the Seller Disclosure Letter in existence as of the
     date hereof, or that they establish, maintain or contribute to, on or after
     the date hereof, and no such obligations or Liabilities shall be assumed or
     retained by Seller or its Affiliates. In addition, Seller shall retain all
     Liabilities and assets with respect to current and former employees of the
     Entities under the Pension Plan for Employees of Consumers Energy and Other
     CMS Energy Companies. Notwithstanding the foregoing, any Affected Employee
     who is unable to report to work with Buyer as of the date hereof due to
     disability (each, a "Disabled Employee"), shall continue to be eligible for
     any applicable long-term disability and life insurance coverage pursuant to


32

<PAGE>

     Seller's plans until such Disabled Employee returns to active employment
     with Buyer or any of the Entities; provided, however, that in order to be
     eligible for such benefits, each such Disabled Employee, pending approval
     for long-term disability benefits or return to active employment, must
     continue to pay all applicable long-term disability and life insurance
     premiums due following the date hereof for such coverage pursuant to
     Seller's long-term disability plan and life insurance plans. Buyer shall,
     or shall cause the Entities to, (A) pay Disabled Employees who are on
     short-term disability as of the date hereof the short-term disability
     benefits, if any, that apply under the Buyer's plans, provided, however,
     that such benefits need not be provided to the extent that they would
     duplicate benefits paid under the Seller Plans, and (B) honor any
     continuing pay or salary obligations and return to work obligations that
     apply to any such Disabled Employees.

               (c) Buyer and the Entities shall be responsible for all
     Liabilities and obligations under the Worker Adjustment and Retraining
     Notification Act and similar foreign, state and local rules, statutes and
     ordinances resulting from the actions of Buyer and the Entities after the
     date hereof. Buyer agrees to hold Seller harmless for any breach of such
     responsibility and Buyer's indemnification of Seller in this regard
     specifically includes any Claim by the Affected Employees for back pay,
     front pay, benefits or compensatory or punitive damages, any Claim by any
     Governmental Authority for penalties regarding any issue of prior
     notification (or lack thereof) of any plant closing or mass layoff
     occurring after the date hereof and Seller's costs, including reasonable
     attorney's fees, in defending any such Claims.

               (d) CMS Energy Corporation or its Affiliates shall retain all
     assets that are accumulated through the date hereof under Financial
     Accounting Standards Board Statement 106 (and deposited in various VEBA
     accounts and 401(h) accounts of Seller or its Affiliates). Further, Seller
     or its Affiliates shall retain the liability for PBOP for the benefit of
     former employees of the Entities who are retirees of the Entities as of the
     date hereof, and Affected Employees who are eligible to retire and
     qualified for benefits under PBOP as of the date hereof, and Seller or its
     Affiliates shall retain the responsibility for providing post-retirement
     benefits (other than pension) to such employees pursuant to the eligibility
     requirements of the Seller Plans.

               (e) Nothing in this Section 5.3 shall (i) create any third party
     beneficiary right in any current or former Employees, any beneficiary or
     dependent thereof, or any collective bargaining or other labor
     representation thereof, or (ii) constitute an amendment to any Plan.


33

<PAGE>

          Section 5.4 Tax Covenants.

               (a) Section 338(g) Elections. Except with the express written
     consent of Seller, which can be withheld in Seller's sole and absolute
     discretion, Buyer shall not make any election under Section 338(g) of the
     Code (or any analogous provision of state, local, or foreign income tax
     law) with respect to the deemed purchase of the assets of any of the
     Entities.

               (b) Tax Return Filings, Refunds, and Credits.

               (i) Seller shall timely prepare and file (or cause such
     preparation and filing) with the appropriate Tax authorities all Tax
     Returns with respect to the Entities which are Subsidiaries of the Seller
     for Tax periods that end on or before the Cut-off or that otherwise are
     required to be filed (taking into account any extensions) on or before the
     date hereof (the "Seller Returns"), and will pay (or caused to be paid) by
     such Entities all Taxes due with respect to the Seller Returns. The Seller
     Returns shall be prepared in accordance with past practice, except as
     required by applicable law. Seller shall make such income Tax Return
     sufficiently in advance of the due date for filing any such income Tax
     Returns to provide Buyer with a meaningful opportunity to review and
     comment on such income Tax Returns before filing.

               (ii) Buyer shall timely prepare and file (or cause such
     preparation and filing) with the appropriate Tax authorities all Tax
     Returns (the "Straddle Period Returns") with respect to the Entities which
     are Subsidiaries of the Seller for all Tax periods ending after the Cut-off
     that include the Cut-off (the "Straddle Period") except for Tax Returns
     required to be filed (taking into account any extension) on or before the
     date hereof. Except as otherwise required by applicable law, all Straddle
     Period Returns shall be prepared in accordance with past practice. Buyer
     shall provide Seller with copies of any Straddle Period Returns at least
     forty-five (45) days prior to the due date thereof (giving effect to any
     extensions thereto), accompanied by a statement (the "Straddle Statement")
     setting forth and calculating in reasonable detail the Pre- Cutoff Taxes as
     defined below. If Seller agrees with the Straddle Period Return and
     Straddle Statement, Seller shall pay to Buyer (or Buyer shall pay to
     Seller, if appropriate) an amount equal to the Ownership Percentage of Pre-
     Cut-off Taxes as shown on the Straddle Statement not later than two (2)
     Business Days before the due date (including any extensions thereof) for
     payment of Taxes with respect to such Straddle Period Return. If, within
     fifteen (15) days of the receipt of the Straddle Period Return and Straddle
     Statement, Seller notifies Buyer that it disputes the manner of preparation
     of the Straddle Period Return or the amount calculated in the Straddle
     Statement, then Buyer and Seller shall attempt to resolve their
     disagreement within the five (5) days following Seller's notification or
     Buyer of such disagreement. If Buyer and Seller are unable to resolve their
     disagreement, the dispute shall be submitted to a mutually agreed upon
     nationally recognized independent accounting firm, whose expense shall be
     borne equally by Buyer and Seller, for resolution, if possible, within
     twenty (20) days of such submission. If the parties have not agreed on an
     independent accounting firm within fifteen days following Seller's
     notification of Buyer of such disagreement, on the request of any party
     such independent accounting firm shall be appointed by the ICC Centre.


34

<PAGE>

     Any independent accounting firm appointed by the ICC Centre shall be an
     impartial and disinterested senior partner in an internationally recognized
     accounting firm. The decision of such accounting firm with respect to such
     dispute shall be binding upon Buyer and Seller, and Seller shall pay to
     Buyer (or Buyer shall pay to Seller, if appropriate) an amount equal to the
     Pre- Cut-off Taxes as decided by such accounting firm not later than two
     (2) Business Days before the due date (including any extensions thereof)
     for payment of Taxes with respect to such Straddle Period Return.

               (iii) From and after the date hereof, Buyer and its Affiliates
     (including the Entities) will not file any amended Tax Return, carryback
     claim, or other adjustment request with respect to the Entities for any Tax
     period that includes or ends on or before the Cut-off unless Seller
     consents in writing; provided, however, that (i) such prohibition shall not
     apply (A) to any amended Tax Return filed to address any Tax matter
     excepted out of the Seller's tax representations and warranties in Section
     3.15, or (B) to address any Tax matter for which, at the time of filing
     such amended Tax Return, Seller's indemnification obligations under Section
     6.2 hereof shall have expired, except, with respect to the foregoing
     subparagraph (B) only, as would have, in Seller's reasonable opinion, an
     adverse effect with regard to any Tax Returns filed by Seller and/or
     Seller's Affiliates (not including the Entities) and (ii) with respect to
     any Straddle Period Return, such consent shall not be unreasonably
     withheld, or conditioned, provided Buyer has made arrangements to the
     reasonable satisfaction of Seller to make Seller whole for any detriment or
     cost incurred (or to be incurred) by Seller as a result of such amended
     Straddle Period Return.

               (iv) For purposes of this Agreement, in the case of any Taxes of
     the Entities that are payable with respect to any Straddle Period, the
     portion of any such Taxes that constitutes "Pre- Cut-off Taxes" shall be
     the excess of (A) (i) in the case of Taxes that are either (x) based upon
     or related to income or receipts or (y) imposed in connection with any
     sale, transfer or assignment or any deemed sale, transfer or assignment of
     property (real or personal, tangible or intangible) be deemed equal to the
     amount that would be payable if the Tax period ended on the Cut-off and
     (ii) in the case of Taxes (other than those described in clause (i))
     imposed on a periodic basis with respect to the business, property, shares,
     quota holdings or assets of the Entities, be deemed to be the amount of
     such Taxes for the entire Straddle Period (or, in the case of such Taxes
     determined on an arrears basis, the amount of such Taxes for the
     immediately preceding Tax period) multiplied by a fraction the numerator of
     which is the number of calendar days in the portion of the Straddle Period
     ending on the Cut-off and the denominator of which is the number of
     calendar days in the entire Straddle Period over (B) any prepayment or
     advances of Taxes or any payments of estimated Taxes with respect to the
     Straddle Period. For purposes of clause (i) of the preceding sentence, any
     exemption, deduction, credit or other item that is calculated on an annual
     basis shall be allocated to the portion of the Straddle Period ending on
     the Cut-off on a pro rata basis determined by multiplying the total amount
     of such item allocated to the Straddle Period by a fraction, the numerator
     of which is the number of calendar days in the portion of the Straddle
     Period ending on the Cut-off and the denominator of which is the number of
     calendar days in the entire Straddle Period. Pre-Cut-off Taxes include any
     Taxes attributable to a Person that is treated as a partnership for federal
     income tax purposes as


35

<PAGE>

     if such Person allocated Tax items to its partners in a manner consistent
     with this Section 5.4(b)(iv). In the case of any Tax based upon or measured
     by capital (including net worth or long-term debt) or intangibles, any
     amount thereof required to be allocated under this Section 5.4(b)(iv) shall
     be computed by reference to the level of such items on the Cutoff. The
     parties hereto will, to the extent permitted by Applicable Law, elect with
     the relevant Tax authority to treat a portion of any Straddle Period as a
     short taxable period ending as of the close of business on (i) the Cut-off
     date or (ii) the date hereof, as applicable. For purposes of this
     Agreement, "Post- Cut-off Taxes" shall include any Taxes of the Entities
     that are payable with respect to a Straddle Period, except for the portion
     of any such Taxes that constitutes Pre-Cut-off Taxes.

               (v) Seller and Buyer shall reasonably cooperate in preparing and
     filing all Tax Returns with respect to the Entities, including maintaining
     and making available to each other all records reasonably necessary in
     connection with Taxes of the Entities and in resolving all disputes and
     audits with respect to all Tax periods relating to Taxes of the Entities.

               (vi) For a period of seven (7) years after the date hereof, the
     Seller and its representatives shall have reasonable access to the books
     and records (including the right to make extracts thereof) of the Entities
     to the extent that such books and records relate to Taxes and to the extent
     that such access (i) is in the power of Buyer using reasonable best efforts
     and (ii) may reasonably be required by Seller in connection with matters
     relating to or affected by the operation of the Entities prior to the
     Cut-off. Such access shall be afforded by Buyer upon receipt of reasonable
     advance notice and during normal business hours. If Buyer shall desire to
     dispose of any of such books and records prior to the expiration of such
     seven-year period, Buyer shall, prior to such disposition, give Seller a
     reasonable opportunity, at Seller's expense, to segregate and remove such
     books and records as Seller may select.

               (vii) For a period of seven (7) years after the date hereof,
     Buyer and its representatives shall have reasonable access to the books and
     records (including the right to make extracts thereof) of Seller to the
     extent that such books and records relate to Taxes of an Entity or Taxes of
     Seller and its Affiliates attributable to such Persons' investment in an
     Entity that are reasonably necessary for Buyer and its members to compute
     their Taxes (including, for the avoidance of doubt, such Person's share of
     each Entity's previously taxed income, earnings and profits, and any deemed
     dividend from such Person's sale of any Entity under Section 1248 of the
     Code, and any information necessary to comply with Proposed Regulations
     Section 1.959-1(d) and Proposed Regulations Section 1.959-3 or any
     successor regulation and to the extent that such access (i) is within the
     power of Seller using reasonable best efforts and (ii) may reasonably be
     required by Buyer in connection with matters relating to or affected by the
     operation of any Entity after the Cut-off. Such access shall be afforded by
     Seller upon receipt of reasonable advance notice and during normal business
     hours. If Seller shall desire to dispose of any such books and records
     prior to the expiration of such seven year period, Seller shall, prior to
     such disposition, give Buyer reasonable opportunity, at Buyer's expense, to
     segregate and remove such books and records as Buyer may select.


36

<PAGE>

               (viii) If an Indemnified Party actually receives a refund or
     credit or other reimbursement with respect to Taxes for which it would be
     indemnified under this Agreement, the Tax Indemnified Party shall pay over
     such refund or credit or other reimbursement to the Tax Indemnifying Party.

               (ix) Buyer shall not, and to the extent within the power of Buyer
     using reasonable best efforts, cause any Entity to not, make, amend or
     revoke any Tax election if such action would reasonably be expected to
     adversely affect any of Seller or its Affiliates with respect to any Tax
     period ending on or before the date hereof or for the portion of any
     Straddle Period prior to the Cut-off or any Tax refund or credit with
     respect thereto, except (A) to the extent such amendment or revocation
     relates to any Tax matter excepted out of the Seller's tax representations
     and warranties in Section 3.15 or as relates to (B) any Tax matter which,
     at the time such election is made or revoked, Seller's indemnification
     obligations under Section 6.2 hereof shall have expired, except, with
     respect to the foregoing subparagraph (B) only, as would have, in Seller's
     reasonable opinion, an adverse effect with regard to any tax returns filed
     by Seller and/or Seller's Affiliate (not including the Entities). Seller
     shall not, and shall cause any Entity to not, make, amend or revoke any Tax
     election if such action would reasonably be expected to adversely affect
     any of Buyer or its Affiliates with respect to any Tax period beginning
     after the date hereof or for the portion of any Straddle Period after the
     Cut-off or any Tax refund or credit with respect thereto.

               (c) Certain Payments. Buyer and Seller agree to treat (and cause
     their Affiliates to treat) any payment under this Section 5.4 as an
     adjustment to the Purchase Price for all Tax purposes.

               (d) Transfer and Similar Taxes. Notwithstanding any other
     provisions of this Agreement to the contrary, all transfer, stamp,
     registration and similar Taxes (collectively, "Transfer Taxes") incurred in
     connection with the transactions contemplated by this Agreement shall be
     borne 50% by Buyer and 50% by Seller and Buyer shall accurately file all
     necessary Tax Returns and other documentation with respect to Transfer
     Taxes and timely pay all such Transfer Taxes. If required by Applicable
     Law, Seller will join in the execution of any such Return. Buyer shall
     provide copies of any Tax Returns with respect to Transfer Taxes to Seller
     no later than ten (10) days after the due dates of such Tax Returns. Seller
     shall pay its portion of the Transfer Taxes to Buyer prior to the due date
     of such Transfer Taxes.

               (e) Termination of Tax Sharing Agreements. On the date hereof,
     Seller shall cause all Tax sharing agreements between Seller or any of its
     Affiliates (that is not one of the Entities) on the one hand, and any of
     the Entities on the other hand, to be terminated, and all obligations
     thereunder shall be settled, and no additional payments shall be made under
     any provisions thereof after the date hereof.

               (f) Actions Affecting Seller's Liability for Taxes. Except as
     otherwise set forth in Section 5.4(f) of the Seller Disclosure Letter, on
     or before December 31, 2007, Buyer (i) shall not sell, liquidate, merge or
     otherwise dispose of any Entity, and (ii) shall cause each Entity which is
     a Subsidiary of Buyer not to sell,


37

<PAGE>

     liquidate, merge or otherwise dispose of any other Entity or to dispose of
     a significant portion of its assets outside of the ordinary course of
     business, in each case, in a manner which by virtue of such transaction
     being a taxable transaction of such Entity for U.S. tax purposes would
     increase the U.S. Subpart F income of Seller or its Affiliates or the
     deemed dividend recognized by Seller or its Affiliates under Section 1248
     of the Code (such Subpart F income or deemed dividend hereinafter referred
     to as the "Seller Tax Amount"), when netted or combined with any other
     transaction involving an Entity which affects the Seller Tax Amount. For
     the avoidance of doubt, this Section 5.4(f) shall not limit Buyer's rights
     under Section 5.4(b) to address any Tax matter excepted out of the Seller's
     Tax representations and warranties under Section 3.15.

          Section 5.5 Intercompany Accounts.

          Except with respect to the Assumed Indebtedness, all of which is
     detailed in Section 5.5 of the Seller Disclosure Letter that will remain
     outstanding as of the date hereof or be assumed by Buyer at the date
     hereof, (i) Seller shall, and shall cause its Affiliates (other than the
     Entities) to, pay in full all intercompany accounts payable to the
     Entities; and (ii) Seller shall cause the Entities to pay in full all
     intercompanies accounts payable to the Seller and its Affiliates (other
     than the Entities), in each case before the date hereof, and in each case
     in a manner that does not increase any Tax Liability or decrease any Tax
     assets of any Entity.

          Section 5.6 Surrender of Intellectual Property.

          On the date hereof Seller shall cause each of Operating and CMS
     Ensenada S.A., as the case may be, to surrender its right, title, and
     interest in and to all trademarks, trademarks applications, domain names,
     renewal applications, and Intellectual Property listed in Section 5.6 of
     the Seller Disclosure Letter, as well its commercial name, trade name,
     reputation and all its good will associated with its name, its trademarks
     and its Intellectual Property. As from the date hereof, Buyer shall cause
     each of Operating and CMS Ensenada S.A. to do their best efforts to obtain
     the final surrender of such Intellectual Property.

          Section 5.7 Maintenance of Insurance Policies.

               (a) Seller and Buyer agree that Casualty Insurance Claims
     relating to the businesses of the Entities (including reported claims and
     including incurred but not reported claims) will remain with the Entities
     immediately following the date hereof. For purposes hereof, "Casualty
     Insurance Claims" shall mean workers' compensation, auto liability, general
     liability and products liability claims and claims for damages caused to
     the facilities of the Entities generally insured under all risk, real
     property, boiler and mechanical breakdown insurance coverage. The Casualty
     Insurance Claims are subject to the provisions of policies of insurance
     with insurance carriers and contractual arrangements with insurance
     adjusters maintained by Seller or its Affiliates prior to the date hereof
     (collectively, the "Insurance Policies").


38

<PAGE>

               (b) With respect to the Casualty Insurance Claims, the following
     procedures shall apply: (i) Seller shall use reasonable best efforts to
     make recovery under the relevant Insurance Policy and ensure that each of
     its Affiliates shall take such steps as Buyer reasonably requires to make
     and/or pursue any such claim (including giving notice of the claim to the
     insurer at the request of Buyer) and to assist Buyer and the Entities in
     making the claim; (ii) to the extent that recovery is made, Seller shall
     ensure that any proceeds actually received by Seller or its Affiliates that
     are not Entities are promptly paid to the applicable Entity which suffered
     the insured event giving rise to the Casualty Insurance Claim (or to Buyer
     on behalf of such Entity) and in any case within fifteen (15) Business Days
     of the receipt of such proceeds; and (iii) Seller or its Affiliates shall
     continue to administer, adjust, settle and pay, on behalf of the Entities,
     all Casualty Insurance Claims with dates of occurrence prior to the date
     hereof. Casualty Insurance Claims to be paid by Seller hereunder shall
     include all costs necessary to settle claims including compensatory,
     medical, legal and other allocated expenses.

               (c) The parties acknowledge that the Insurance Policies may
     provide coverage for workers' compensation, auto liability, general
     liability and products liability claims and claims for damages not related
     to the Entities ("Non-Entity Casualty Insurance Claims"). Seller agrees
     that, when administering, settling and paying Casualty Insurance Claims, it
     shall endeavor to provide that the economic benefits of the Insurance
     Policies are shared equitably among the Casualty Insurance Claims and the
     Non-Entity Casualty Insurance Claims (including, without limitation, by
     ensuring that coverage limits are equitably allocated or reserved among
     such claims or potential claims).

               (d) Seller makes no representation or warranty with respect to
     the applicability, validity or adequacy of any Insurance Policies, and
     Seller shall not be responsible to Buyer or any of its Affiliates for the
     failure of any insurer to pay under any such Insurance Policy.

               (e) Nothing in this Agreement is intended to provide or shall be
     construed as providing a benefit or release to any insurer or claims
     service organization of any obligation under any Insurance Policies. Seller
     and Buyer confirm that the sole intention of this Section 5.7 is to divide
     and allocate the benefits and obligations under the Insurance Policies
     between them as of the date hereof and not to effect, enhance or diminish
     the rights and obligations of any insurer or claims service organization
     thereunder. Nothing herein shall be construed as creating or permitting any
     insurer or claims service organization the right of subrogation against
     Seller or Buyer or any of their Affiliates in respect of payments made by
     one to the other under any Insurance Policy.

               (f) If Buyer requests a copy of an Insurance Policy relating to a
     pending or threatened Casualty Insurance Claim, Seller shall provide a copy
     of all relevant insurance policies which insure such Casualty Insurance
     Claims within five (5) Business Days, provided, that if Seller cannot
     provide such policy within five (5) days after exercising reasonable best
     efforts to locate such policy, Seller shall continue to


39

<PAGE>

     exercise its reasonable best efforts to provide such policy to Buyer as
     soon as possible thereafter.

          Section 5.8 Preservation of Records. Buyer acknowledges and agrees
     that Seller may, from time to time, in the normal course of investigating,
     prosecuting and/or defending various ongoing matters which may relate to
     the Entities or the businesses thereof, including its obligations pursuant
     to Section 6.2 of the Agreement, have, and will continue to have, a need
     (i) to refer to, and to use as evidence, certain books, records and other
     data, including electronic data maintained in computer files, relating to
     the Entities and /or their businesses and (ii) for the support and
     cooperation of present or former employees of the Entities in the event
     that such Persons' assistance or participation is needed to aid in the
     defense or settlement of the such matters. Buyer agrees that it shall, at
     its own expense, preserve and keep the records held by it relating to the
     respective businesses of the Entities that could reasonably be required
     after the consummation of the transaction contemplated in this Agreement by
     Seller for a period of five (5) years; provided, however, that upon
     expiration of such period, as applicable, Buyer shall give written notice
     to Seller if it or the custodian of such books and records proposes to
     destroy or dispose of the same. Seller shall have the opportunity for a
     period of thirty (30) days after receiving such notice to elect to have
     some or all of such books and records delivered, at Seller's expense and
     risk, to a location chosen by Seller. In addition, Buyer shall make such
     records available to Seller as may reasonably be required by Seller in
     connection with, among other things, any insurance claim, legal proceeding
     or governmental investigation relating to the respective businesses of
     Seller and its Affiliates, including the Entities. Seller agrees to
     maintain the confidentiality of all information provided by Buyer or the
     Entities hereunder.

          Section 5.9 Public Statements. No public or private release,
     announcement or regulatory filing concerning the transaction contemplated
     hereby shall be issued by any of the parties without the prior consent of
     the other parties (which consent shall not unreasonably withheld), except
     for such press release, announcement, or regulatory filing as is required
     by law, court process or stock exchange rule to be made by the party
     proposing to issue the same, in which case such party shall use its
     reasonable best efforts to consult in good faith with the other party prior
     to the issuance of any such press release, announcement or filing.

          Section 5.10 Certain Transactions. Buyer shall not, and shall not
     permit any of its Subsidiaries to, acquire or agree to acquire by merging
     or consolidating with, or by purchasing a substantial portion of the assets
     of or equity in, or by any other manner, any business or any corporation,
     partnership, association or other business organization or division
     thereof, or otherwise acquire or agree to acquire any assets if the
     entering into of a definitive agreement relating to, or the consummation of
     such acquisition, merger or consolidation would reasonably be expected to
     (a) impose any material delay in the obtaining of, or significantly
     increase the risk of not obtaining, any authorizations, consents, orders,
     declarations or approvals of any Governmental Authority (other than any
     authority competent under the Antitrust Law) necessary to consummate the
     transactions contemplated by this Agreement or the expiration or
     termination of any applicable waiting period, (b) significantly increase
     the risk of any Governmental


40

<PAGE>

     Authority (other than any authority competent under the Antitrust Law)
     entering an order prohibiting the consummation of the transactions
     contemplated by this Agreement, (c) significantly increase the risk of not
     being able to remove any such order on appeal or otherwise or (d)
     materially delay or prevent the consummation of the transactions
     contemplated by this Agreement.

          Section 5.11 Use of Corporate Name; Transitional Use of Seller's Name.
     As soon as reasonably practicable following the date hereof, but in no
     event later than sixty (60) days following the date hereof, Buyer shall
     cause each of the Entities to make any necessary legal filings with the
     appropriate Governmental Authorities to register the change in their
     corporate names. Buyer and its Affiliates shall hold harmless and indemnify
     Seller and any of its Affiliates against all Damages resulting from or
     arising in connection with the use by Buyer or any of its Affiliates of the
     "CMS" name as provided in this Section 5.12.

          Section 5.12 Use of Information Technology. Seller will ensure the
     e-mail forwarding service from the Argentine Employees inboxes to the new
     inboxes placed at the Buyer's servers for a period of three (3) months from
     the date hereof. The following services will remain running for at least
     one (1) month: (a) Internet access; (b) VPN access; (c) incoming and
     outgoing e-mails to / from the Seller's current e-mail accounts; and (d)
     blackberry access. Seller will also provide the users id's and passwords
     for all the installed communication equipments, and upgrade the
     administration levels of the Argentine servers to the maximum privileges.
     Should Buyer request an extension for any time period provided herein, such
     services shall be provided solely at Seller's discretion and at a
     reasonable cost to be agreed upon by Buyer and Seller.

          Section 5.13 Confidentiality. Buyer will hold, and will cause its
     Representatives to hold, in confidence, unless compelled to disclose by
     judicial or administrative process or by other requirements of Law, all
     confidential documents and information concerning the Seller furnished to
     Buyer in connection with the transactions contemplated by this Agreement,
     except to the extent that such information can be shown to have been (i)
     previously known on a non-confidential basis by Buyer, (ii) in the public
     domain through no fault of Buyer or (iii) later lawfully acquired by Buyer
     from sources other than the Seller; provided that Buyer may disclose such
     information to its Representatives in connection with the transactions
     contemplated by this Agreement so long as such Persons are informed by
     Buyer of the confidential nature of such information and are directed by
     Buyer to treat such information confidentially. The obligation of Buyer to
     hold any such information in confidence shall be satisfied if it exercises
     the same care with respect to such information as it would take to preserve
     the confidentiality of their own similar information.

          Section 5.14 Actions Relating to Entities.

          Seller shall use its reasonable best efforts to cooperate with Buyer
     after the date hereof, to:


41

<PAGE>

               (a) comply with all Argentine foreign holding company regulations
     in respect of Seller's holdings in each of the Entities (including, without
     limitation, Art. 220 of Resolution 7/05 of the IGJ) and related laws and
     regulations and provide evidence reasonably satisfactory of such
     compliance;

               (b) register all past capital increases and decreases of each the
     Entities with the IGJ, to the extent such capital increases and decreases
     have not been duly registered;

               (c) fund all necessary reserve amounts (including reserve amounts
     legally required to be funded) which have not been duly funded in
     connection with dividends declared by each of the Entities;

               (d) register with the Banco Central de la Republica Argentina,
     and otherwise comply with all applicable Argentine foreign exchange
     regulations (including, without limitation, Communication A3602, as
     amended, of the Argentine Central Bank and Decree 616/05 and its
     implementing regulations) relating to, the United States
     Dollars-denominated indebtedness of each of the Entities set forth in
     Section 3.7(b) of the Seller Disclosure Letter; and

               (e) deliver to Buyer all the original counterparts of the United
     States Dollars-denominated indebtedness of each of the Entities set forth
     in Section 3.7(b) of the Seller Disclosure Letter.

                                   ARTICLE VI

                           SURVIVAL; INDEMNIFICATION

          Section 6.1 Survival.

               (a) All representations and warranties contained herein shall
     survive for a period of twelve (12) months following the date hereof except
     for the representations and warranties of Seller set forth in Sections 3.1,
     3.2 and 3.3, and of Buyer in Sections 4.1 and 4.2, which shall survive
     indefinitely (such time periods set forth above are referred to herein as
     the relevant "Indemnity Period"). The parties intend to shorten the statute
     of limitations and agree that no claims or causes of action may be brought
     against Seller, Buyer or any of their respective directors, officers,
     employees, Affiliates, controlling persons, agents or representatives based
     upon, directly or indirectly, any of the representations and warranties
     contained in this Agreement after the Indemnity Period; provided that if a
     written notice of claim for indemnification is made during the applicable
     Indemnity Period in accordance with this Article VI, such claim shall
     survive until its resolution.

               (b) All covenants and agreements contained herein that by their
     terms are to be performed in whole or in part, or which prohibit actions,


42

<PAGE>

     subsequent to the date hereof, shall survive the consummation of the
     transaction contemplated hereby in accordance with their terms.

          Section 6.2 Indemnification.

               (a) Subject to the limitations set forth in this Article VI,
     subsequent to the date hereof, Seller shall indemnify, defend, save and
     hold harmless Buyer and its Affiliates, their respective successors and
     permitted assigns, and their officers and directors (collectively, the
     "Buyer Indemnified Parties"), from and against any and all Damages incurred
     by a Buyer Indemnified Party arising out of, resulting from or incurred in
     connection with:

               (i) any breach or inaccuracy of any representation or warranty of
     Seller contained in this Agreement, in each case, when made or deemed made;

               (ii) any breach in any material respect by Seller of any covenant
     or agreement contained in this Agreement; and

               (iii) the matters set forth on Section 6.2(a)(iii) of the Seller
     Disclosure Letter.

               (b) Subject to the limitations set forth in this Article VI,
     subsequent to the date hereof, each Buyer shall indemnify, defend, save and
     hold harmless Seller and its Affiliates, their respective successors and
     permitted assigns, and their officers and directors (collectively, the
     "Seller Indemnified Parties") from and against any and all Damages to the
     extent incurred by the Seller Indemnified Party arising out of, resulting
     from or incurred in connection with:

               (i) any breach or inaccuracy of any representation or warranty of
     such Buyer contained in this Agreement, in each case, when made or deemed
     made. For the avoidance of doubt, it is expressly understood that each of
     Lucid and Newco shall be severally, and not jointly, liable for Damages
     incurred by a Seller Indemnified Party as a result of a breach or
     inaccuracy of any representation or warranty made by such Person or for the
     breach of confidentiality obligations governed by Section 5.13 and, as a
     result, a Seller Indemnified Party shall not be entitled to make a Claim,
     seek contribution, assert joint and several liability or otherwise seek
     indemnification against the other Buyer based on such breach or inaccuracy
     or breach of confidentiality obligations; and

               (ii) any breach in any material respect by Buyer of any covenant
     or agreement contained in this Agreement.

               (c) Any Person providing indemnification pursuant to the
     provisions of this Section 6.2 is referred to herein as an "Indemnifying
     Party," and any Person entitled to be indemnified pursuant to the
     provisions of this Section 6.2 is referred to herein as an "Indemnified
     Party."


43

<PAGE>

               (d) Seller's indemnification obligations shall not apply to any
     Claim for Damages unless and until the aggregate of all such Damages
     exceeds one percent (1%) of the Purchase Price (the "Threshold Amount"), in
     which event Seller's indemnity obligations shall apply to all Claims for
     Damages in excess of the Threshold Amount, subject to a maximum liability
     to Seller, in the aggregate, of $25,000,000 (the "Cap Amount"); provided,
     however, that (i) any Claims for Damages for breach of the representations
     and warranties set forth in Section 3.1, Section 3.2, and Section 3.3,
     shall not be subject to the Threshold Amount, Cap Amount, or Minimum Claim
     Amount (as defined below); and (ii) Seller's indemnification obligations
     contained in Section 6.2(a)(iii) shall not be subject to the Threshold
     Amount and the Minimum Claim Amount. Damages relating to any single breach
     or series of related breaches of Seller's representations and warranties
     shall not constitute Damages, and therefore shall not be applied towards
     the Threshold Amount or be indemnifiable hereunder, unless such Damages
     relating to any single breach or series of related breaches exceed $100,000
     (the "Minimum Claim Amount").

               (e) Buyer's indemnification obligations contained in Section
     6.2(b)(i) shall not apply to any Claim for Damages unless and until the
     aggregate of all such Damages equals the Threshold Amount, in which event
     Buyer's indemnification obligation contained in Section 6.2(b)(i) shall
     apply to all Claims for Damages in excess of the Threshold Amount, subject
     to a maximum liability to the Buyer, in the aggregate, of the Cap Amount.
     Damages relating to any single breach or series of related breaches of
     Buyer's representations and warranties shall not constitute Damages, and
     therefore shall not be applied towards the Threshold Amount or be
     indemnifiable hereunder, unless such Damages relating to any single breach
     or series of related breaches exceed the Minimum Claim Amount.

               (f) The indemnification obligations of each party hereto under
     this Section 6.2 shall inure to the benefit of the Buyer Indemnified
     Parties and Seller Indemnified Parties, and such Buyer Indemnified Parties
     and Seller Indemnified Parties shall be obligated to keep and perform the
     obligations imposed on an Indemnified Party by this Section 6.2, on the
     same terms as are applicable to such other party.

               (g) In all cases in which a Person is entitled to be indemnified
     in accordance with this Agreement, such Indemnified Party shall be under a
     duty to take all commercially reasonable measures to mitigate all losses.

               (h) All amounts paid by Seller or Buyer, as the case may be,
     under this Article VI shall be treated as adjustments to the Purchase Price
     for all Tax purposes.

               (i) Notwithstanding any other provision of this Agreement, in no
     event shall any Indemnified Party be entitled to indemnification pursuant
     to this Article VI to the extent any Damages were attributable to such
     Indemnified Party's own gross negligence or willful misconduct.


44

<PAGE>

               (j) The remedies provided in this Article VI shall be deemed the
     sole and exclusive remedies of the parties, from and after the date hereof,
     with respect to this Agreement and the transactions contemplated hereby.

          Section 6.3 Calculation of Damages.

               (a) The amount of any Damages suffered by any party hereto shall
     be reduced by (i) any amount that is reserved for sums held in reserve in
     respect of the indemnifiable event on the balance sheet of the Entities, as
     applicable, as of December 31, 2006, to the extent such Damages are
     suffered by a Buyer Indemnified Party, (ii) any amount that an Indemnified
     Party is entitled to receive with respect thereto under any third party
     insurance coverage or from any other party alleged to be responsible
     therefore or (iii) any Tax Benefit realized by an Indemnified Party or its
     Affiliates. For purposes of this Agreement, "Tax Benefit" shall mean the
     Tax savings attributable to any deduction, expense, loss, credit or refund
     to the indemnified party or its Affiliates, when incurred or received;
     provided, however, that if such benefit is reasonably expected to arise or
     be utilized after the year in which indemnification occurs pursuant to this
     Agreement, then it means the present value of such Tax savings (calculated
     using the one Prime Rate (as published in The Wall Street Journal on the
     first Business Day of the taxable year in which the indemnification occurs)
     and a Tax rate equal to the sum of the highest marginal Argentine corporate
     income Tax rate or rates applicable to ordinary income or capital gain, as
     the case may be, in effect for the taxable period in issue).

               (b) If an Indemnified Party makes a claim for indemnification
     under this Article VI, the Indemnified Party shall use its reasonable best
     efforts to collect any amounts available under such insurance coverage and
     from such other party alleged to have responsibility. If an Indemnified
     Party receives an amount under insurance coverage or from such other party
     with respect to Damages at any time subsequent to any indemnification
     provided by Seller or Buyer, as the case may be, pursuant to this Article
     VI, then such Indemnified Party shall promptly reimburse the Indemnifying
     Party for any payment made or expense incurred by the Indemnifying Party in
     connection with providing such indemnification up to such amount received
     by the Indemnified Party, but net of any expenses incurred by the
     Indemnified Party in collecting such amount. To the extent the Indemnifying
     Party makes any indemnification payment pursuant to this Article VI in
     respect of Damages for which an Indemnified Party has a right to recover
     against a third party (including an insurance company), the Indemnifying
     Party shall be subrogated to the right of the Indemnified Party to seek and
     obtain recovery from such third party; provided, however, that if the
     Indemnifying Party shall be prohibited from such subrogation, the
     Indemnified Party shall seek recovery from such third party on the
     Indemnifying Party's behalf and pay any such recovery to the Indemnifying
     Party net of expenses.

          Section 6.4 Procedures for Third-Party Claims. The obligations of any
     Indemnifying Party to indemnify any Indemnified Party under this Article VI
     with respect to Claim for Damages by third parties (including Governmental
     Entities) (a "Third-Party Claim"), shall be subject to the following terms
     and conditions:


45

<PAGE>

               (a) The Indemnified Party shall give the Indemnifying Party
     written notice of any such Third-Party Claim reasonably promptly after
     learning of such Third-Party Claim, and the Indemnifying Party may, at its
     option, undertake the defense thereof by representatives of its own
     choosing and reasonably acceptable to the Indemnified Party, and shall
     provide written notice of any such undertaking to the Indemnified Party.
     Failure to give prompt written notice of a Third-Party Claim hereunder
     shall not affect the Indemnifying Party's obligations under this Article
     VI, except to the extent that the Indemnifying Party is actually prejudiced
     by such failure to give prompt written notice. The Indemnified Party shall,
     and shall cause its employees and representatives to, cooperate reasonably
     with the Indemnifying Party in connection with the settlement or defense of
     such Third-Party Claim and shall provide the Indemnifying Party with all
     available information and documents concerning such Third-Party Claim. The
     Indemnifying Party shall provide the Indemnified Party with copies of all
     non-privileged communications and other information in respect of the
     Third-Party Claim and, with respect to any Third-Party Claim for Taxes,
     shall allow Buyer to participate at its own expense in defense of the claim
     under the reasonable control of the Indemnifying Party. If the Indemnifying
     Party, within thirty (30) days after written notice of any such Third-Party
     Claim, fails to assume the defense of such Third-Party Claim, or, after
     assuming defense, negligently fails to defend and fails to call after
     reasonable written notice of the same, the Indemnified Party against whom
     such Third-Party Claim has been made shall (upon further written notice to
     the Indemnifying Party) have the right to undertake the defense, compromise
     or settlement of such Third-Party Claim on behalf of and for the account
     and risk, and at the expense, of the Indemnifying Party, subject to the
     right of the Indemnifying Party to assume the defense of such Third-Party
     Claim at any time prior to settlement, compromise or final determination
     thereof upon written notice to the Indemnified Party.

               (b) Anything in this Section 6.4 to the contrary notwithstanding,
     (i) the Indemnified Party shall not settle a Third-Party Claim for which it
     is indemnified without the prior written consent of the Indemnifying Party,
     which consent shall not be unreasonably withheld, conditioned or delayed
     and (ii) the Indemnifying Party shall not enter into any settlement or
     compromise of any action, suit or proceeding, or consent to the entry of
     any judgment for relief other than monetary damages to be borne by the
     Indemnifying Party, without the prior written consent of the Indemnified
     Party, which consent shall not be unreasonably withheld, conditioned or
     delayed.

          Section 6.5 Procedures for Inter-Party Claims.

          In the event that an Indemnified Party determines that it has a Claim
     for Damages against an Indemnifying Party hereunder (other than as a result
     of a Third-Party Claim), the Indemnified Party shall give reasonably prompt
     written notice thereof to the Indemnifying Party, specifying the amount of
     such Claim and any relevant facts and circumstances relating thereto, and
     such notice shall be promptly given even if the nature or extent of the
     Damages is not then known. The notification shall be subsequently
     supplemented within a reasonable time as additional information regarding
     the Claim or the nature or extent of Damages resulting therefrom becomes
     available to the Indemnified


46

<PAGE>

     Party. Any failure to give such reasonably prompt notice or supplement
     thereto or to provide any such facts and circumstances will not waive any
     rights of the Indemnified Party, except to the extent that the rights of
     the Indemnifying Party are actually materially prejudiced thereby. The
     Indemnified Party and the Indemnifying Party shall attempt to negotiate in
     good faith for a thirty-day (30-day) period regarding the resolution of any
     disputed Claims for Damages. If for any reason, such dispute cannot be
     resolved by negotiation, on the request of any party it shall be resolved
     by arbitration in accordance with Section 7.8 herein. Promptly following
     the final determination of the amount of any Damages claimed by the
     Indemnified Party, the Indemnifying Party, subject to the limitations of
     the Minimum Claim Amount, Threshold Amount and the Cap Amount, shall pay
     such Damages to the Indemnified Party by wire transfer of immediately
     available funds.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

          Section 7.1 Interpretation.

               (a) Unless the context of this Agreement otherwise requires, (a)
     words of any gender include the other gender; (b) words using the singular
     or plural number also include the plural or singular number, respectively;
     (c) the terms "hereof," "herein," "hereby" and derivative or similar words
     refer to this entire Agreement; (d) the terms "Article," "Section" and
     "Exhibit" refer to the specified Article, Section and Exhibit of this
     Agreement, respectively; and (e) "including," shall mean "including, but
     not limited to"; and (v) the words "asset" and "property" shall be
     construed to have the same meaning and effect and to refer to any and all
     tangible and intangible assets and properties (whether real or personal).
     Unless otherwise expressly provided, any agreement, instrument, law or
     regulation defined or referred to herein means such agreement, instrument,
     law or regulation as from time to time amended, modified or supplemented,
     including (in the case of agreements or instruments) by waiver or consent
     and (in the case of a law or regulation) by succession of comparable
     successor law and includes (in the case of agreements or instruments)
     references to all attachments thereto and instruments incorporated therein.

               (b) For purposes of Article III and all covenants and obligations
     of Seller hereunder including indemnification obligations of Article VI,
     all representations, warranties, covenants and obligations made by Seller
     shall be deemed to be jointly and severally made by each Seller entity.

               (c) For purposes of Article V, in the event that Seller shall be
     obligated to cause, or use its reasonable best efforts to cause, an
     Affiliate over which it does not have voting control to act or not act,
     directly or indirectly through the exercise of equity voting rights or
     contractual and other rights, it shall be obligated to exercise all of its
     contractual and other rights to cause such action or inaction by such
     Affiliate.


47

<PAGE>

          Section 7.2 Disclosure Letters.

          The Seller Disclosure Letter and the Buyer Disclosure Letter are
     incorporated into this Agreement by reference and made a part hereof.

          Section 7.3 Payments.

          All payments set forth in this Agreement are in United States Dollars.
     Such payments shall be made by wire transfer of immediately available funds
     or by such other means as the parties to such payment shall designate.

          Section 7.4 Expenses.

          Except as expressly set forth herein, or as agreed upon in writing by
     the parties, each party shall bear its own costs, fees and expenses,
     including the expenses of its representatives, incurred by such party in
     connection with this Agreement and the transaction contemplated hereby and
     thereby.

          Section 7.5 Choice of Law.

          THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
     PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
     OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR
     CHOICE OF LAWS OR ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER
     JURISDICTION OTHER THAN THE STATE OF NEW YORK APPLICABLE HERETO.

          Section 7.6 Assignment.

          This Agreement may not be assigned by either party without the prior
     written consent of the other party; provided, however, that without the
     prior written consent of the other party, each party shall have the right
     to assign its rights and obligations under this Agreement to any third
     party successor to all or substantially all of its entire business.

          Section 7.7 Notices.

          All demands, notices, consents, approvals, reports, requests and other
     communications hereunder must be in writing, will be deemed to have been
     duly given only if delivered personally or by facsimile transmission (with
     confirmation of receipt) or by an internationally-recognized express
     courier service to the parties at the following addresses or telephone or
     facsimile numbers and will be deemed effective upon delivery; provided,
     however, that any communication by facsimile shall be confirmed by an
     internationally-recognized express courier service.


48

<PAGE>

               (i)  If to the Seller:

                    CMS Enterprises Company
                    One Energy Plaza
                    Jackson, Michigan 49201
                    Attention: General Counsel
                    Telephone: (517) 788-0550
                    Facsimile: (517) 788-1671

                    With a required copy to:

                    Miller, Canfield, Paddock and Stone, PLC
                    101 North Main Street, 7th Floor
                    Ann Arbor, Michigan 48104
                    Attention: Michael D. VanHemert
                    Telephone: (734) 668-7117
                    Facsimile: (734) 747-7147

               (ii) If to Buyer:

                    (a) Lucid Energy, LLC

                    30078 Schoenherr, Suite 150
                    Warren, Michigan
                    Attention: Rai Bhargava/Manouch Daneshvar
                    Telephone: (586) 445-2300
                    Facsimile: (586) 445-1782

                    With a required copy to:

                    Ufer & Spaniola, P.C.
                    5440 Corporate Drive, Suite 250
                    Troy, Michigan 48098-2648
                    Attention: Gerald Van Wyke, Esquire
                    Telephone: (248) 641-7000
                    Facsimile: (248) 641-5120)

                    (b) New Argentine Generation Company, L.L.C.

                    410 Park Avenue, Suite 510,
                    New York, NY 10022
                    Attention: Authorized Person
                    Telephone: (212) 751-9233
                    Facsimile: (212) 355-3594


49

<PAGE>

                    With a required copy to:

                    Garrigues
                    410 Park Avenue, Suite 510,
                    New York, NY 10022

                    Attention: Xavier Ruiz
                    Telephone: (212) 751-9233
                    Facsimile: (212) 355-3594

                    Citigroup Financial Products Inc.
                    390 Greenwich Street
                    7th Floor
                    NY, NY 10013

                    Attention: Al Valma
                    Telephone: 212-657-8195
                    Facsimile: 212-657-9042

                    Attention: Michael Triolo
                    Telephone: 212-723-1305
                    Facsimile: 212-723-8036

     or to such other address as the addressee shall have last furnished in
     writing in accord with this provision to the addressor.

          Section 7.8 Resolution of Disputes.

          Except for the resolution of disputes that shall be resolved in
     accordance with the procedures set forth in Sections 5.1 and 6.5 herein,
     all disputes arising out of or relating to this Agreement or any Related
     Agreement or the breach, termination or validity thereof or the parties'
     performance hereunder or thereunder ("Dispute") shall be resolved as
     provided by this Section 7.8.

               (a) If the Dispute has not been resolved by executive officer
     negotiation within thirty (30) days of the disputing party's notice
     requesting negotiation, or if the parties fail to meet within twenty (20)
     days from delivery of said notice, such Dispute shall be submitted to and
     finally settled by arbitration in accordance with the Rules of Arbitration
     of the International Chamber of Commerce in New York ("ICC") then in effect
     (the "Rules"), except as modified herein.

               (b) The arbitration shall be held, and the award shall be
     rendered, in the English language. There shall be three arbitrators, one of
     whom shall be nominated by each of Buyer and Seller in accordance with the
     Rules. The two party appointed arbitrators shall have thirty (30) days from
     the confirmation of the nomination


50

<PAGE>

     of the second arbitrator to agree on the nomination of a third arbitrator
     who shall serve as chair of the arbitral tribunal. On the request of any
     party, any arbitrator not timely appointed in accordance with this
     Agreement or the Rules shall be appointed by the ICC.

               (c) The award shall be final and binding upon the parties as from
     the date rendered, and shall be the sole and exclusive remedy between the
     parties regarding any claims, counterclaims, issues, or accounting
     presented to the arbitral tribunal. Judgment upon any award may be entered
     and enforced in any court having jurisdiction over a party or any of its
     assets. For the purpose of the enforcement of an award, the parties
     irrevocably and unconditionally submit to the jurisdiction of a competent
     court in any jurisdiction in which a party may have assets and waive any
     defenses to such enforcement based on lack of personal jurisdiction or
     inconvenient forum. This Agreement and the rights and obligations of the
     parties shall remain in full force and effect pending the award in any
     arbitration proceeding hereunder.

               (d) The Parties agree that any court action or proceeding to
     compel or in support of arbitration or for provisional remedies in aid of
     arbitration, including but not limited to any action to enforce the
     provisions of this Section 7.8, for temporary injunctive relief to maintain
     the status quo or prevent irreparable harm prior to the appointment of the
     arbitral tribunal, shall be brought exclusively in the federal or state
     courts located in New York, New York (the "New York Courts"). The Parties
     hereby unconditionally and irrevocably submit to the exclusive jurisdiction
     of the New York Courts for such purpose, and to the non-exclusive
     jurisdiction of the New York Courts in any action to enforce any
     arbitration award rendered hereunder, and waive any right to stay or
     dismiss any such actions or proceedings brought before the New York Courts
     on the basis of forum non conveniens or improper venue. Without prejudice
     to such provisional remedies as may be available under the jurisdiction of
     a national court, the arbitral tribunal shall have full authority to grant
     provisional remedies and to direct the parties to request that any court
     modify or vacate any temporary or preliminary relief issued by such court,
     and to award damages for the failure of any party to respect the arbitral
     tribunal's orders to that effect.

          Section 7.9 Language.

          The parties confirm that it is their wish that this Agreement and any
     other documents related hereto or thereto, including notices, schedules and
     authorizations, have been and shall be drawn up in the English language
     only.

          Section 7.10 No Right of Setoff.

          Neither party hereto nor any Affiliate thereof may deduct from, set
     off, holdback or otherwise reduce in any manner whatsoever any amount owed
     to it hereunder or pursuant to any Related Agreement against any amounts
     owed hereunder of pursuant to any Related Agreement by such Persons to the
     other party hereto or any of such other party's Affiliates.


51

<PAGE>

          Section 7.11 Time is of the Essence.

          Time is of the essence in the performance of the provisions of this
     Agreement.

          Section 7.12 Specific Performance.

          Each party acknowledges and agrees that any breach of any provision of
     this Agreement would cause irreparable harm to the other party. Each party,
     without prejudice to any rights to judicial relief it may otherwise have,
     shall be entitled to equitable relief, including injunction and specific
     performance. Each party agrees that it will not oppose the granting of such
     relief on the basis that the other party has not suffered irreparable harm
     or that the other party has an adequate remedy at Law. Each party agrees
     that it will not seek and agrees to waive any requirement for the securing
     or posting of a bond in connection with the other party's seeking or
     obtaining such relief.

          Section 7.13 Currency Matters.

               (a) Each Party's obligations hereunder to make payments in
     Dollars shall not be discharged or satisfied by any tender or recovery
     pursuant to any judgment expressed in or converted into any currency other
     than Dollars.

               (b) The obligation of any Party to pay in Dollars those amounts
     specified to be due in Dollars under this Agreement shall not be deemed to
     have been novated, discharged or satisfied by any tender of (or recovery
     under judgment expressed in) any currency other than Dollars. Additionally,
     all amounts due under this Agreement shall be payable and paid in the
     United States.

          Section 7.14 Entire Agreement.

          This Agreement, together with the Seller Disclosure Letter, Buyer
     Disclosure Letter, Annexes I, II and III, Exhibits hereto, the
     Confidentiality Agreement, and the closing letter between Seller and Buyer
     dated the date hereof constitute the entire agreement between the parties
     hereto with respect to the subject matter herein and supersede all previous
     agreements, whether written or oral, relating to the subject matter of this
     Agreement and all prior drafts of this Agreement, all of which are merged
     into this Agreement. No prior drafts of this Agreement and no words or
     phrases from any such prior drafts shall be admissible into evidence in any
     action or suit involving this Agreement. In the case of any material
     conflict between any provision of this Agreement and any other Related
     Agreement, this Agreement shall take precedence.

          Section 7.15 Binding Nature; Third Party Beneficiaries.

          This Agreement shall be binding upon and inure solely to the benefit
     of the parties hereto and their respective successors (whether by operation
     of law or otherwise) and permitted assigns. Except as expressly provided
     herein, none of the provisions of this Agreement shall be for the benefit
     of or enforceable by any third party, including any creditor of either
     party or any of their Affiliates. Except as expressly provided herein, no
     such third party shall obtain any right under any provision of this
     Agreement or shall by


52

<PAGE>

     reasons of any such provision make any Claim in respect of any Liability
     (or otherwise) against either party hereto.

          Section 7.16 Counterparts.

          This Agreement may be executed in two (2) or more counterparts, each
     of which, when executed, shall be deemed to be an original and both of
     which together shall constitute one and the same document. Any counterpart
     or other signature to this Agreement that is delivered by facsimile or
     electronic mail shall be deemed for all purposes as constituting good and
     valid execution and delivery by such party of this Agreement.

          Section 7.17 Severability.

          If any provision of this Agreement is held to be illegal, invalid or
     unenforceable under any applicable present or future law, and if the rights
     or obligations of either party under this Agreement will not be materially
     and adversely affected thereby, (i) such provision shall be fully
     severable, (ii) this Agreement shall be construed and enforced as if such
     illegal, invalid or unenforceable provision had never comprised a part
     hereof, (iii) the remaining provisions of this Agreement shall remain in
     full force and effect and shall not be affected by the illegal, invalid or
     unenforceable provision or by its severance herefrom and (iv) in lieu of
     such illegal, invalid or unenforceable provision, there shall be added
     automatically as a part of this Agreement, a legal, valid and enforceable
     provision as similar in terms to such illegal, invalid or unenforceable
     provision as may be possible.

          Section 7.18 Headings.

          The headings used in this Agreement have been inserted for convenience
     of reference only and do not define or limit the provisions hereof.

          Section 7.19 Waiver.

          Any term or condition of this Agreement may be waived at any time by
     the party that is entitled to the benefit thereof, but no such waiver shall
     be effective unless set forth in a written instrument duly executed by or
     on behalf of the party or parties waiving such term or condition. No waiver
     by any party of any term or condition of this Agreement, in any one or more
     instances, shall be deemed to be or construed as a waiver of the same or
     any other term or condition of this Agreement on any future occasion. All
     remedies, either under this Agreement or by law or otherwise afforded, will
     be cumulative and not alternative.

          Section 7.20 Amendment.

          This Agreement may be altered, amended or changed only by a writing
     making specific reference to this Agreement and signed by duly authorized
     representatives of each party.


53

<PAGE>

          IN WITNESS WHEREOF, Seller and Buyer, by their duly authorized
     officers, have executed this Agreement as of the date first written above.

                                        CMS ENTERPRISES COMPANY


                                        By: /s/ Thomas W. Elward
                                            ------------------------------------
                                            Name: Thomas W. Elward
                                            Title: President and Chief Operating
                                                   Officer


                                        CMS GENERATION HOLDINGS COMPANY


                                        By: /s/ Thomas W. Elward
                                            ------------------------------------
                                            Name: Thomas W. Elward
                                            Title: President and Chief Executive
                                                   Officer


                                        CMS INTERNATIONAL VENTURES, L.L.C.


                                        By: /s/ Thomas W. Elward
                                            ------------------------------------
                                            Name: Thomas W. Elward
                                            Title: President

                                        (Collectively, the Seller)


                                        LUCID ENERGY, LLC


                                        By: /s/ Manouch Daneshvar
                                            ------------------------------------
                                            Name: Manouch Daneshvar
                                            Title: President, COO and Secretary


                                        NEW ARGENTINE GENERATION COMPANY, LLC


                                        By: /s/ Rai Bhargava
                                            ------------------------------------
                                            Name: Rai Bhargava
                                            Title: Chairman and Chief Executive
                                                   Officer


                                        NEW ARGENTINE GENERATION COMPANY, LLC


                                        By: /s/ Manouch Daneshvar
                                            ------------------------------------
                                            Name: Manouch Daneshvar
                                            Title: President, Chief Operating
                                                   Officer and Secretary

                                        (Collectively, the Buyer)


54

<PAGE>

                                     ANNEX I

                                 EQUITY INTEREST

DIRECT EQUITY INTEREST

          (i)  312,234,100 quotas of CMS Operating S.R.L. owned by CMS
               International Ventures, L.L.C.

          (ii) 43,176,438 quotas of CMS Operating S.R.L. owned by CMS Generation
               Holding Company (12,1483% of the capital)

          (iii) 62,055,630 quotas of CMS Generation S.R.L. owned by CMS
               International Ventures, L.L.C.

          (iv) 6,895,070 quotas of CMS Generation S.R.L. owned by CMS Generation
               Holdings Company

          (v)  121,999 shares of CMS Comercializadora de Energia S.A. owned by
               CMS Enterprises Company

          (vi) 1 share of CMS Comercializadora de Energia S.A. owned by CMS
               Generation Holdings Company

          (vii) 22,500 shares of CMS Centrales Termicas S.A. owned by CMS
               Enterprises Company

          (viii) 2,500 shares of CMS Centrales Termicas S.A. owned by CMS
               Generation Holdings Company

          (ix) 80,060 shares of CMS Ensenada S.A. owned by CMS Generation
               Holdings Company

 INDIRECT EQUITY INTEREST

          (i)  37,931,940 shares of CMS Ensenada S.A. owned by CMS Operating
               S.R.L.

          (ii) 272,890,208 shares of Cuyana S.A. de Inversiones owned by CMS
               Operating S.R.L.

          (iii) 8,440,145 shares of Cuyana S.A. de Inversiones owned by CMS
               Centrales Termicas S.A.

          (iv) 141,946,679 class A shares and 115,772,224 class B shares of
               Centrales


55

<PAGE>

              Termicas Mendoza S.A. owned by Cuyana S.A. de Inversiones.

          (v)  8,702,400 class C shares of Transportadora de Gas del Mercosur
               S.A. owned by CMS Operating S.R.L.


56

<PAGE>

ANNEX II

                              ASSUMED INDEBTEDNESS

          (i)  Promissory Notes from CMS Ensenada S.A. to CMS Enterprises
               Company dated (a) January 15, 2004; (b) July 15, 2004; and (c)
               July 7, 2005 in the amounts of US$825,421, US$2,003,898, and
               US$577,042, respectively plus accrued interests.

          (ii) Promissory Note from Transportadora de Gas del Mercosur S.A. to
               CMS international Ventures L.L.C. - current balance is US$
               7,807,814.45 as of January 31, 2007.

          (iii) Promissory Note from Transportadora de Gas del Mercosur S.A. to
               CMS Operating SRL - current balance is US$ 277,011.51 as of
               January 31, 2007.

          (iv) Promissory Note from CMS Generation Investment Company VI to
               Cuyana S.A. de Inversiones dated December 21, 2005 - current
               balance is US$12,484,339 plus accrued interests.

          (v)  Intercompany Account Payable to CMS International Ventures,
               L.L.C. from CMS Operating S.R.L. in the amount of US$ 4,543,034
               as of February 28, 2007.


57

<PAGE>

                                    ANNEX III

                           COPY OF THE HIDROINVEST SPA


58