Exhibit 4.4


 


EXECUTION VERSION


 


AMENDED AND
RESTATED VOTING AGREEMENT


 


AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”),
dated as of March 31, 2006, by and among the following parties:


 


•                                          MARCELO MINDLIN;


 


•                                          DAMIAN MINDLIN;


 


•                                          GUSTAVO MARIANI; and


 


•                                          LATIN AMERICAN ENERGY LLC (“LAE”)


 


Each of the persons or entities above is referred to
herein as a “Party” and together the “Parties”. Each of Marcelo
Mindlin, Damian Mindlin and Gustavo Mindlin is referred to herein as an “Individual
Investor” and, together, the “Individual Investors”.


 


WHEREAS, the Individual Investors beneficially own, in
the aggregate 100% of the Class A common shares (the “Class A Shares”)
of each of Dolphin Energía S.A. (“Energía”) and IAESA S.A. (“IEASA”,
and, together with Energia, the “Companies”);


 


WHEREAS, LAE owns 75.34% of the non-voting preferred
shares (the “Preferred Shares”) and all of the Class B common shares of
each of Energía and IEASA;


 


WHEREAS, the Companies together own 100% of the
capital stock and voting rights of Electricidad Argentina S.A. (“EASA”);


 


WHEREAS, EASA owns all of the Class A common shares of
Empresa Distribuidora y Comercializadora Norte S.A. (“EDENOR”), which
represent 51% of the capital stock and voting rights of EDENOR;


 


WHEREAS, as beneficial owners of a majority of the
capital stock and voting rights of EASA, the Individual Investors and LAE wish
to enter into an agreement with respect to certain actions to be taken by EASA
and EDENOR;


 


WHEREAS, the Parties entered into a Voting Agreement,
dated as of September 12, 2005 (the “Voting Agreement”) contemplating
certain matters related to the investments and voting rights referred to above;
and


 


WHEREAS, the Parties wish to amend and restate the
Voting Agreement on the terms set forth herein;


 


NOW THEREFORE, in consideration of the foregoing and
the mutual promises, covenants and agreements of the parties hereto, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS AND INTERPRETATION 


 


1.1          Definitions. Capitalized terms used herein are used
as defined in this Article I or as defined elsewhere in this Agreement.


 


 

















 


“Affiliate”
means, with respect to any Person, (a) a Person that controls, is controlled by
or is under common control with another person, (b) with respect to any natural
Person, (i) a Person that controls, is controlled by or is under common control
with such natural Person, (ii) any trust established for the benefit of such natural
Person or (iii) any executor or administrator of the estate of such natural
Person.


 


“Agreement”
has the meaning set forth in the recitals.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which
banking institutions in New York or Buenos Aires, Argentina are authorized or
obligated to be closed.


 


“Charter
Documents” means, with respect to any entity, its bylaws, charter,
memorandum, certificate of formation, articles of association, operating
agreement or other similar organizational document.


 


“Class
A Shares” has the meaning set forth in the recitals.


 


“Concession
Agreement” means the concession granted to EDENOR by the Argentine
government.


 


“EASA” has the meaning set forth in the
recitals.


 


“EASA Shares” means 100% of the shares of
capital stock of EASA.


 


“EDENOR” has the meaning set forth in the
recitals.


 


“EDENOR Shares” means the Class A shares of
EDENOR owned by EASA.


 


“EDF” means EDF International S.A.


 


“EDF Closing” means the date of the receipt by
Energía and IEASA of the EASA Shares.


 


“EDF Call and Put Options” means the right of
Energia and its permitted assigns to call the EDENOR Shares of EDF and the
right of EDF to put its shares of Edenor, in each case pursuant to the EDF
Shareholders Agreement.


 


“EDF Documents” means, collectively, the EDF
Shareholders Agreement, the Registration Rights Agreement, the EDF Pledge and
any other documents attached as exhibits thereto.


 


“EDF Pledge” means the Pledge Agreement, dated
as of September 15, 2005, among EDF, EDF S.A., Energía and New Equity Ventures,
LLC.


 


“EDF Shareholders Agreement” means the
Shareholders Agreement, dated as of September 15, 2005, among EDF, Energía, New
Equity Ventures, LLC, IEASA and EASA.


 


“Energía”
has the meaning set forth in the recitals.


 


“Guaranty”
means any obligation, contingent or otherwise, to guaranty Indebtedness,
including, without limitation, any obligation to maintain the financial
condition of a Person for the purpose of assuring the creditor of such Person
of the payment of such Indebtedness.


 


“IEASA”
has the meaning set forth in the recitals.


 


“Indebtedness”
means, with respect to any Person, such Person’s obligations for borrowed funds
or loans, obligations for the deferred purchase price of assets, fixed rental
obligations under a lease of or other


 


2

















 


agreement
conveying the right to use assets, obligations for borrowed funds secured by
any Lien on any assets of such Person whether or not such Person has assumed or
become liable for payment of such obligations for borrowed funds, all Guaranty
obligations of such Person, and the obligations under any derivative
instrument, including any interest rate or currency hedge, credit default swap,
cap, collar or similar transaction.


 


“Individual
Investors” means Marcelo Mindlin, Damian Mindlin and Gustavo Mariani and,
in each case, their Affiliates, and, for the purposes of this Agreement, acting
together in accordance with their ownership interests and rights and
obligations under this Agreement and as holders of Class A Shares of Energía
and IEASA.


 


“LAE”
has the meaning set forth in the recitals.


 


“Laws”
means any applicable laws, rules or regulations of any governmental,
administrative or regulatory authority.


 


“Lien”
means any mortgage, lien, surety, restriction, option, pledge, charge, security
interest, right of first refusal or other encumbrance of any kind.


 


“Material
Agreement” means any agreement or series of related agreements
(i) that are not related to the Ordinary Course of Business or (ii) that
result in an incurrence of liabilities or other obligations or the receipt
of proceeds which  exceed US$25 million
in any one year or US$50 million for the term of such agreement.


 


“Necessary
Action” means, with respect to a result required to be caused, all
reasonable actions (to the extent such actions are permitted by applicable Law
and are within such Person’s control) necessary to cause such result, which
actions may include, without limitation, (a) voting or providing a written
consent or proxy with respect to any issue for which the vote of a Party (in
its capacity as shareholder, Investor or otherwise) is required,
(b) causing the adoption of shareholders resolutions and amendments to any
applicable Charter Documents, (c) causing a company of which a Person is
an equity owner or any member of the applicable board of directors (to the
extent such members were nominated or designated by the person obligated to
undertake the Necessary Action and subject to any fiduciary duties that they may
have as directors) to act, vote or provide a written consent or proxy in a
certain manner or causing them to be removed in the event they do not act in
such a manner, (d) executing agreements and instruments, and (e) making,
or causing to be made, with applicable authorities or other Persons, all
filings approvals, registrations or similar actions that are required to
achieve such result. For the avoidance of doubt, Necessary Action with respect
to the Individual Investors shall not include causing directly the execution of
the actions contemplated in Article II.


 


“Ordinary
Course of Business” means any activity or the entering into any agreement
related or incidental to the public service of distribution and
commercialization of electricity within the area specified in the Concession
Agreement or to the rendering of advisory, operational or other services to any
third Party involved in or related to the electricity industry.


 


“PPP
Offer” means a possible public or private offer by any of the Holding Companies
to the beneficiaries of EDENOR ́s Programa de
Propiedad Participada in respect of its holdings of EDENOR Class C
shares.


 


“Person”
means an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture, governmental entity
or any individual or entity with legal capacity recognized by any applicable
law.


 


3

















 


“Preferred
Shares” has the meaning set forth in the recitals.


 


“Proceeding”
means any action, suit, claim or legal, administrative, arbitration or other
alternative dispute resolution proceeding or investigation.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of
September 15, 2005, among EDENOR, Energía and EDF.


 


“Restructuring”
means the contemplated restructuring of the financial debt of each of EASA and
EDENOR.


 


“Restructuring Closing Date” means the date on
which the Restructuring Consideration has been delivered to the creditors
voting in favor of the Restructuring. In the case that the Restructuring
Consideration is delivered to the creditors of EASA and EDENOR on different
dates, the Restructuring Closing Date shall be the later of the date on which
the EASA Restructuring Consideration or the EDENOR Restructuring Consideration
is delivered to creditors.


 


“Restructuring Consideration” means the new or
amended securities to be issued and delivered to creditors of EASA and EDENOR
who vote to participate in the respective Restructurings.


 


“Subsidiary”
means, with respect to any Person, an entity which such Person controls,
directly or indirectly.


 


1.2          Interpretation.
All terms defined in this Agreement in the singular shall have the same meaning
when used in the plural and vice versa. The words “hereof,” “herein” and “hereunder,”
and the words of similar import when used in this Agreement, shall refer to
this Agreement as a whole and not to any particular provision of this Agreement
and the words “section,” “subsection,” “Annex” and “Exhibit” refer to this Agreement
unless otherwise noted. All requirements for votes or consent in this Agreement
shall mean votes or consent provided in writing from any Person from which a
vote or consent is required.


 


ARTICLE II


 


RESTRICTED ACTIONS


 


2.1          Restricted
Actions by EDENOR Requiring the Consent of LAE. (a) 
Each of the Individual Investors shall take all Necessary Action to
cause, directly or indirectly, Energía, EASA or EDENOR, as applicable, not to
take any of the following actions (hereinafter, a “Restricted Action”) without
the consent of LAE. The Chairman of the Boards of Energía, EASA and EDENOR, as
applicable, shall request the consent of LAE with respect to any action below
prior to such action being taken, which request shall include a recommendation
with respect to such action. In the case that LAE does not respond within five
(5) Business Days of receipt of such written request, LAE shall be deemed to
have consented to such request. For purposes of this process, the Chairman of
the Boards of Energía, EASA and EDENOR, as applicable, and LAE may communicate
with each other by means of electronic mail and any such communication shall be
binding on all parties to such communication. Upon receipt of the consent of
LAE, the Individual Investors shall take all Necessary Action to cause the
proposed action to be taken. Notwithstanding the above, the decisions set forth
below shall also be subject to any additional consent required by (x) the
bylaws of Energía, EASA and EDENOR or (y) applicable Law.


 


4

















 


	
  (i)

  	
  any amendment,
  modification or restatement of the Charter Documents of EDENOR or any
  Subsidiary of EDENOR that could reasonably be expected to adversely effect,
  directly or indirectly, or any Party;

  
	
   

  	
   

  
	
  (ii)

  	
  any merger, consolidation,
  amalgamation, recapitalization, spin-off or other similar transaction
  involving EASA or EDENOR or any Subsidiary of EDENOR;

  
	
   

  	
   

  
	
  (iii)

  	
  any revocation,
  termination, material adverse modification or waiver of any material right
  under the Concession Agreement;

  
	
   

  	
   

  
	
  (iv)

  	
  the incorporation or
  formation of any Subsidiary of EDENOR other than a Subsidiary engaged in the
  same business as EDENOR;

  
	
   

  	
   

  
	
  (v)

  	
  any liquidation,
  bankruptcy, suspension of payments, assignment to creditors or any other
  similar matter involving EDENOR or any Subsidiary, other than as contemplated
  with respect to the Restructuring;

  
	
   

  	
   

  
	
  (vi)

  	
  a change in the
  jurisdiction of incorporation of EDENOR or any Subsidiary thereof or any of
  their registered offices;

  
	
   

  	
   

  
	
  (vii)

  	
  any Restructuring proposal
  formally made to creditors of EASA or EDENOR or any material amendment to any
  such proposal;

  
	
   

  	
   

  
	
  (viii)

  	
  the entering into by
  EDENOR or any Subsidiary of any Material Agreements with third parties;

  
	
   

  	
   

  
	
  (ix)

  	
  the approval of the
  total compensation for the Chief Executive Officer and Chief Financial
  Officer of EDENOR or any Subsidiary thereof on an annual basis;

  
	
   

  	
   

  
	
  (x)

  	
  the engagement by
  EDENOR or any Subsidiary thereof of any investment bank or financial advisor
  with respect to any proposed material transaction to be conducted by EDENOR
  or any Subsidiary thereof;

  
	
   

  	
   

  
	
  (xi)

  	
  the sale, transfer or
  lease of any assets of EDENOR or any Subsidiary with a book value in excess
  of US$25 million, individually or in the aggregate;

  
	
   

  	
   

  
	
  (xii)

  	
  the acquisition by
  EDENOR or any Subsidiary of any assets, in excess of those assets acquired
  for compliance with ordinary capital expenditures, with a book value in
  excess of US$25 million, individually or in the aggregate;

  
	
   

  	
   

  
	
  (xiii)

  	
  any action taken by
  EDENOR pursuant to the exercise by EDF of its rights pursuant to the
  Registration Rights Agreement, including, but not limited to, the
  jurisdiction to be chosen for registration and the selection of underwriters
  for any public offering; or

  
	
   

  	
   

  
	
  (xiv)

  	
  any incurrence of
  Indebtedness by EDENOR or any Subsidiary thereof; provided that
  consent shall not be required to the extent permitted by the terms of the
  Indebtedness issued in connection with the Restructuring or the incurrence of
  less than US$25 million of Indebtedness in the aggregate at any time;

  



 


5

















 


	
  (xv)

  	
  the commencement of Proceedings or entrance into
  settlements by EASA or EDENOR or any Subsidiary for sums exceeding US$25
  million, individually or in the aggregate, except with respect to the
  Restructuring;

  
	
   

  	
   

  
	
  (xvi)

  	
  any capital increase or other issuance of any shares
  of capital stock of EASA or EDENOR, or rights of any kind convertible into or
  exchangeable for any shares of capital stock of EASA or EDENOR, or any
  option, warrant or other subscription or purchase right with respect to
  shares of such capital stock;

  
	
   

  	
   

  
	
  (xvii)

  	
  the discharge of any liability with or on behalf of,
  or the entrance into any transaction with, any officer, director or direct or
  indirect shareholder (or any of their respective Affiliates) of EDENOR (other
  than ordinary course, arms-length transactions involving EDENOR and its
  Subsidiaries and Affiliates of the Parties (such as customary director fees
  and other arrangements offered to all directors);

  
	
   

  	
   

  
	
  (xviii)

  	
  any change to the remuneration policy applicable to
  the directors of EDENOR as of the date hereof;

  
	
   

  	
   

  
	
  (xix)

  	
  the creation, assumption or incurrence of any Lien
  on any material asset of EDENOR, provided that consent shall not be required
  (a) with respect to any Lien in existence as of the EDF Closing or (b) to the
  extent permitted by the terms of the Indebtedness issued in connection with
  the Restructuring or Indebtedness permitted or approved pursuant to Section
  2.1(d) hereof;

  
	
   

  	
   

  
	
  (xx)

  	
  the sale, lease, encumbrance or other disposition of
  the EASA Shares or the EDENOR Shares;

  
	
   

  	
   

  
	
  (xxi)

  	
  any material modification, amendment or other
  revision to the EDF Documents, including the addition of any material
  ancillary document not currently contemplated by the EDF Documents;

  
	
   

  	
   

  
	
  (xxii)

  	
  any decision to terminate any EDF Document in
  accordance with its terms;

  
	
   

  	
   

  
	
  (xxiii)

  	
  any PPP Offer formally made to the PPP, any material
  amendment to any such proposal or any other material decision to be made with
  respect to the PPP Offer; or

  
	
   

  	
   

  
	
  (xxiv)

  	
  the exercise of the EDF Call and Put Options by
  Energia.

  



 


(b)  (i) 
Notwithstanding the above Restricted Actions, the Individual Investors
shall have the right (but not the obligation) to consult with LAE with respect
to (a) the entering into by EDENOR or any Subsidiary of EDENOR of any material
tariff compromise with the Government of Argentina (or any regulatory
authorities of the Government of Argentina) or (b) the acquisition by EDENOR or
any Subsidiary of EDENOR of any asset or group of related assets in compliance
with ordinary capital expenditures (pursuant to the obligations of EDENOR under
the Concession Agreement) with a book value in excess of US$25 million.


 


(ii)  If the Individual Investors choose not to
consult with LAE, LAE shall be indemnified for all costs, expenses (including
attorneys’ fees and disbursements), damages or losses, if any, incurred by LAE
as a result of a decision made by the Individual Investors with respect to (i)
above to the same extent as currently set forth in Section 3.1 below.


 


6

















 


(iii)  If the Individual Investors choose to consult
with LAE, they shall, prior to any action being taken, request in writing the
recommendation of LAE with respect to such action. In the case that LAE does
not object in writing or respond at all within five (5) Business Days of
receipt of such written request, LAE shall be deemed to have consented to such
request. If the Individual Investors choose to consult with LAE, but do not
receive the consent of, LAE shall be entitled to be indemnified for all costs,
expenses (including attorneys’ fees and disbursements), damages or losses, if
any, incurred by LAE as a result of a decision made by the Individual Investors
to the same extent as currently set forth in Section 3.1 below.


 


ARTICLE III

REMEDY PROVISIONS


 


3.1          Indemnity. In the event that the Individual
Investors (a) take any action or make any decision that constitutes a
Restricted Action under Article II without the requisite consent of LAE or
(b) fail to take any action approved by LAE under Article II, in each case so
long as the taking or failure to take of any such action is not attributable to
the negligence or willful misconduct of LAE or to circumstances beyond the control
of the Individual Investors, the Individual Investors shall indemnify and hold
harmless LAE against any costs, expenses (including attorneys’ fees and
disbursements), damages or losses (including, without limitation, all losses on
the expected returns with respect to its ownership interest in the Preferred
Shares or any other direct or indirect equity interest in EDENOR as of the date
hereof) that LAE may incur as a result of such unauthorized action or decision
or failure to act.


 


ARTICLE IV

MISCELLANEOUS


 


4.1  Termination. (a) This Agreement shall terminate
automatically (without any action by any Party hereto) on the earlier of
(i) the date any Person other than Energía acquires, directly or
indirectly, an interest in 50% or more of the outstanding capital stock of EASA
or EDENOR; provided that LAE
votes to terminate this Agreement and (ii) the date on which LAE votes to
terminate this Agreement.


 


(b)           Upon
the transfer or sale by any Party of all of its ownership interests in Energía
or IEASA, such Party shall no longer be bound by the obligations of, nor be
entitled to any rights under, this Agreement with respect to such ownership
interest.


 


4.2  Notices. All notices or other communications
required or permitted by this Agreement shall be effective upon receipt and
shall be in writing and delivered personally or by overnight courier, or sent
by facsimile (with confirmation copies delivered personally or by courier
within three Business Days), as follows:


 


7

















	
  If to the
  Individual Investors, to:

  
	
   

  
	
  Grupo Dolphin
  S.A.

  Bouchard 547, 26° floor

  C1106ABG

  Ciudad de Buenos Aires

  Argentina

  Attention: Gustavo Mariani and Damian Mindlin

  Telecopy: 5411-5410-9555

  
	
  if to LAE, to:

  
	
  Latin American
  Energy LLC

  C/o Corporation Service Company

  2711 Centerville Road, Suite 400

  Wilmington, Delaware 19808

  



 


or to
such other address as the Party to whom notice is to be given may provide in a
written notice to the other parties.


 


4.3  Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute a single instrument. The parties may agree on
the text of a Spanish translation of this Agreement and execute such
translation in one or more counterparts, for purposes of obtaining any consents
of applicable governmental authorities or otherwise complying with any fling
requirement in connection with the transactions contemplated hereby, but the
English language version shall govern for purposes of any dispute between the
parties which may arise out of or in connection with this Agreement.


 


4.4  Governing
Law. This
Agreement shall be governed in all respects, including validity, interpretation
and effect, without regard to principles of conflicts of law, by the laws of
the state of New York, United States.


 


4.5  Enforceability. In the event that any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby as long as the remaining provisions do not fundamentally
alter the relations among the parties hereto.


 


4.6  Obligations. All obligations hereunder shall be
satisfied in full without set-off, defense or counterclaim.


 


4.7  Arbitration. (a) 
Except for obtaining relief from a court of competent jurisdiction in
the form of provisional or conservatory measures (including, without
limitation, preliminary injunctions to prevent breaches hereof) or as otherwise
provided in this Agreement, the parties hereto irrevocably agree that any and
all disputes that may arise out of or in connection with this Agreement shall
be finally settled by arbitration in New York City by three arbitrators
appointed in accordance with the Rules of Conciliation and Arbitration (the “ICC
Rules”) of the International Chamber of Commerce (the “ICC”). The
parties hereto agree that each arbitrator appointed in connection herewith
shall be licensed to practice law in New York. In the event an appointed
arbitrator may not continue to act as an arbitrator of such panel, then the
Party (or parties in the case of the third arbitrator) that appointed such
arbitrator shall have the right to appoint a replacement arbitrator in
accordance with the provisions of this Section 4.7(a). The parties hereto agree
that in the event an arbitration panel has been appointed to


 


8

















 


resolve a dispute under any other Corporate Governance
Document that is pending at the time a dispute arises hereunder, such
previously appointed arbitration panel shall be deemed appointed for purposes
of resolving the dispute arising hereunder.


 


(b)           Unless
the parties otherwise agree, all submissions and awards in relation to
arbitration under this Agreement shall be made in English and all arbitration
Proceedings and all pleadings shall be in English. Original documents in
English or Spanish may be submitted as evidence in their original language;
witnesses not fluent in English may give evidence in their native tongue (with
appropriate translation). Original documents in a language other than English
or Spanish shall be submitted as evidence in English translation accompanied by
the original or true copy therein.


 


(c)           The
ICC procedural rules shall govern all arbitrations hereunder; provided
that (i) each Party may call upon the other to supply the arbitrator with
documents in such other Party’s control relevant to the dispute; (ii) each
Party shall be entitled to present the oral testimony of witnesses as to fact
and expert witnesses; (iii) each Party shall be entitled to question directly
any witnesses who present testimony to the arbitral panel; and (iv) at the
request of either Party, a written transcript shall be made of each hearing
before the arbitral panel and shall be furnished to the parties. The arbitral
panel may, at the request of a Party, order provisional or conservatory
measures (including, without limitation, preliminary injunctions to prevent
breaches hereof) and the parties shall be able to enforce the terms and
provisions of such orders in any court having jurisdiction.


 


(d)           Each
Party to such arbitration shall pay its own legal fees and expenses incurred in
connection with the arbitration and the expense of any witness produced by it. The
cost of any stenographic record and all transcripts therein shall be prorated
equally among all parties ordering copies and shall be paid by such parties
directly to the reporting agency. All other expenses of the arbitration,
including required traveling and other expenses and fees of the arbitrators and
the expenses of any witness or the cost of any proof produced at the request of
the arbitrator, shall be borne as determined by the arbitrator.


 


(e)           The
arbitrator shall issue findings of fact with respect to its decision.


 


(f)            Any
award shall be made in the currency in which the obligation would have been
paid, if the obligation with respect to which the award is made was an
obligation to pay money, or in U.S. Dollars in all other cases.


 


(g)           Any
award in connection with the aforementioned arbitration proceeding shall be
final, binding and not subject to appeal, and any judgment upon such award may
be entered and enforced in any court of competent jurisdiction. To the extent
permitted by applicable Law, the parties hereby waive all challenge to any
award of an arbitrator under this Section.


 


4.8  No
Third Party Rights; Assignment. This Agreement is intended to be solely for the
benefit of the parties hereto (and their respective Affiliates) and is not
intended to confer any benefits upon, or create any rights in favor of, any
Person other than the parties hereto (and their respective Affiliates  that agree to be bound by the terms hereof in
accordance with this Agreement). Rights and obligations hereunder and under any
agreements and documents executed and delivered in connection herewith shall
not be assignable without the prior written consent of the other parties hereto.
Any assignment of rights or obligations in violation of this Section 4.8. shall
be null and void.


 


4.9  Waivers
and Amendments.
No modification of or amendment to this Agreement shall be valid unless in a
writing signed by the parties hereto referring specifically to this Agreement
and stating the parties’ intention to modify or amend the same. Any waiver of
any term or condition of this


 


9

















 


Agreement must be in a writing signed by the Party
sought to be charged with such waiver referring specifically to the term or
condition to be waived, and no such waiver shall be deemed to constitute the
waiver of any other breach of the same or of any other term or condition of
this Agreement.


 


4.10  Headings. The headings in this Agreement are for
purposes of reference only and shall not be considered in construing this
Agreement.


 


4.11  Specific
Performance. The
parties hereto agree that the obligations imposed on them in this Agreement are
special, unique and of an extraordinary character, and that in the event of
breach by any Party damages would not be an adequate remedy, and each of the
other parties shall be entitled to specific performance and injunctive and
other equitable relief in addition to any other remedy to which it may be
entitled; and the parties hereto further agree to waive any requirement for the
securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief.


 


10

















 


IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of March 31, 2006.


 


 


	
  MARCELO MINDLIN

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Marcelo Mindlin

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  DAMIAN MINDLIN

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Damian Mindlin

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUSTAVO MARIANI

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gustavo Mariani

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  LATIN AMERICAN ENERGY LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Latin American Energy LLC

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: