Filed by Bowne Pure Compliance





EXHIBIT 4.2




THIRD AMENDMENT TO THE RESTRUCTURING AGREEMENT




This Third Amendment (the “Third Amendment”) to the Restructuring Agreement is entered into as of this 25th day of March,
2008, by and among:




(a) Compañía de Inversiones de Energía S.A. (the “Company” or “CIESA”);



(b) Petrobras Energía S.A. and Petrobras Hispano Argentina S.A., each jointly and severally
with the other (these parties jointly referred to herein as “PESA”);




(c) Enron Pipeline Company Argentina S.A. (“EPCA”);



(d) ABN AMRO BANK N.V., Sucursal Argentina, solely in its capacity as trustee of the MSA Trust
(the “MSA Trustee”); and



(e) AEI (formerly known as Ashmore Energy International) as assignee and holder of 100% of the
Existing Debt Obligations of the Equity Option Consenting Creditors and, therefore, the Majority
Consenting Creditor (the “Equity Option Consenting Creditor” and, together with the
Company, PESA, EPCA, and the MSA Trustee are each a “Party” and collectively, the
“Parties”).



RECITALS




(i) WHEREAS, the Parties and other Consenting Creditors entered into a Restructuring Agreement
dated as of September 1st, 2005, as amended by the Amendment and the Second Amendment
(the “Restructuring Agreement”) to restructure all the unsecured financial debt of the
Company. The consummation of the transactions contemplated in the Restructuring Agreement is
subject to, among other conditions precedent, the authorization and approval of the ENARGAS which
to this date is still pending;



(ii) WHEREAS, Section 9.3. (a) of the Restructuring Agreement provides that if the Consenting
Creditors Consummation Date shall not have occurred prior to December 31, 2007 the Company or the
Majority Consenting Creditors may terminate the Restructuring Agreement (the “Termination
Right”);



(iii) WHEREAS the Parties are willing to continue with their efforts to obtain the Regulatory
Approvals;



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth in the Restructuring Agreement and herein, the Parties hereto agree as follows:



1. Definitions and Interpretation.




In this Third Amendment, unless otherwise defined herein, capitalized words or terms which are
defined in the Restructuring Agreement shall have the meaning ascribed to them in such agreements
and, unless the context otherwise requires, every reference in this Third Amendment to Sections
shall be references to Sections of the Restructuring Agreement, as the case may be.



2. Amendment to Section 9.3 (a) of the Restructuring Agreement.




Paragraph (a) of Section 9.3 is hereby amended and replaced ab initio by including the
following language in italics (only for identification purposes for the ENARGAS) as if it had
originally been written as follows:




“(a) the Consenting Creditors Consummation Date shall have not occurred prior to
December 31, 2008.”


 


 









 





3. Continuing Effect; No Other Amendments.




Except as expressly amended hereby, all of the terms of the Restructuring Agreement shall
remain in full force and effect. The amendment provided for herein is limited to the specific
Section of the Restructuring Agreement specified herein and shall not constitute an amendment of
any other provisions of the Restructuring Agreement or the Section. The amendments introduced to
the Restructuring Agreement herein shall become effective as from the signing of this Amendment by
the Parties hereto.



IN WITNESS WHEREOF, each of the Parties hereto has caused this Third Amendment to the
Restructuring Agreement to be executed by its duly authorized officers as of the date first above
written.



	 	 	 	 	 
	 	 	COMPAÑÍA DE INVERSIONES DE ENERGIA S.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joao Bezerra
	 

	 	 	 	 
	 

	 	 	 	Name: Joao Bezerra
	 

	 	 	 	Title: Attorney
	 

	 	 	 	Date: March 25, 2008
	 
	 	 	 	 
	 	 	PETROBRAS ENERGÍA S.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joao Bezerra
	 

	 	 	 	 
	 

	 	 	 	Name: Joao Bezerra
	 

	 	 	 	Title: Attorney
	 

	 	 	 	Date: March 25, 2008
	 
	 	 	 	 
	 	 	PETROBRAS HISPANO ARGENTINA S.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nicolas Mordeglia
	 

	 	 	 	 
	 

	 	 	 	Name: Nicolas Mordeglia
	 

	 	 	 	Title: Attorney
	 

	 	 	 	Date: March 25, 2008
	 
	 	 	 	 
	 	 	ENRON PIPELINE COMPANY ARGENTINA S.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eduardo Ojea Quintana
	 

	 	 	 	 
	 

	 	 	 	Name: Eduardo Ojea Quintana
	 

	 	 	 	Title: Attorney
	 

	 	 	 	Date: March 25, 2008
	 
	 	 	 	 
	 	 	ABN AMRO BANK N.V., Sucursal Argentina
	 	 	as trustee of the MSA Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ P. Fernandez Ranvier
	 

	 	 	 	 
	 

	 	 	 	Name: P. Fernandez Ranvier
	 

	 	 	 	Title: Attorney
	 

	 	 	 	Date: March 25, 2008
	 
	 	 	 	 
	 	 	AEI
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Pablo Ferrero
	 

	 	 	 	 
	 

	 	 	 	Name: Pablo Ferrero
	 

	 	 	 	Title: Attorney
	 

	 	 	 	Date: March 25, 2008