Spreadsheet: vkaminski__40900__CASH_GasMat_0400MyCopy
Sheet: Assm

ASSUMPTIONS
Pipeline Data |  |  |  |  |  |  | Brazilian Taxes |  |  | Project Structure: | Limitada |  | Project Costs ($000) |  |  |  | Total |  | Project Financing ($000) |  |  |  |  |  |  |  |  | [NAME] | Values | Inputs | Difference
Pipeline Length - Brazil |  |  |  | 257 | Kilometers |  | Operating Taxes |  |  |  |  |  | EPC Turnkey Contract
Size of Pipe |  |  |  | 18 | Inches |  | Corporate Income Tax |  | 0.15 | Of Taxable Income |  |  | Approved Change Orders |  |  |  |  |  | Tranche 1: MLA - OPIC |  |  |  |  |  |  |  |  | Project Costs
 |  |  |  |  |  |  | Additional Income Tax |  | 0.1 | Income Over R$ |  |  | Pending Change Orders |  |  |  |  |  | Amount |  |  |  |  |  |  |  |  | IDC
Project Operations |  |  |  |  |  |  | Social Contribution Tax |  | 0.08 | On Taxaable Income |  |  | Other Change Orders |  |  |  |  |  | Loan Amortization (1=S/L, 2=MTG, 3=Custom) |  |  |  | 3 |  |  |  |  | W/H Tax - IDC
Start Of Construction |  |  |  |  | 1998-04-01 00:00:00 |  | NOL (Unlimited Carryforward, No Carryback) - Capped @ |  | 0.3 | Of Taxable Income |  |  | Onshore Payment Adjustment |  |  |  | -179.149 |  | Term (Years) - Post Closing | 15 |  | # Of Debt Service Pmts |  |  | Loop Factor |  |  | Commitment Fee
Pipeline Notice To Proceed (NTP) |  |  |  |  | 1999-07-01 00:00:00 |  | W/H Tax - Dividends (Non-Residents) |  | 0 | Income Earned After 1/1/96 Exempt |  |  | Turnkey Tax Adjustment (0=Off, 1=On) |  | 1 |  |  |  | Grace (Periods) - Post Closing |  |  | Grace - Post Phase III |  |  |  |  |  | Upfront Fee
Pipeline Ready For Service (RFS) |  |  |  |  |  |  | W/H Tax - Interest (Non-MLA's) |  | 0.15 | Gross Up For Interest Payments |  |  | Total Turnkey Construction |  |  |  |  |  | Average Life Of Loan (Years)
Months Of Construction |  |  |  |  |  |  | W/H Tax - Interest (Non-MLA's)/ Cayman Islands |  | 0.25 | Interest Paid To Tax Haven Such AS Cayman Islands |  |  |  |  |  |  |  |  | Interest Rate / Spread |  | 0.063125 | 0.047 |  |  |  |  |  | Total [NAME]
Start Date (Phase II - Power Plant) |  |  |  |  |  |  | W/H Tax On Services (Non-Residents) |  | 0.15 | Grossed Up At Project Level |  |  | Linefill |  |  |  |  |  | Upfront Fee |  |  |  | 0.015
Start Date (Phase III - Power Plant) |  |  |  |  |  |  | PIS - Social Contribution |  | 0.0065 | On Gross Turnover |  |  | Land & Rights Of Way |  |  |  | 994 |  | Commitment Fee |  |  |  | 0.005
End Of Operations - Cuiaba I |  |  |  |  | 2019-04-01 00:00:00 |  | COFINS - Social Contribution |  | 0.03 | On Gross Turnover |  |  | Consulting Fees | 556 | +W/H Taxes Of | 0 |  |  | Tranche 2: KFW (Uncovered Loan)
Term Of Contract (Yrs) |  |  |  |  | 20 |  | Payroll Tax |  | 0.29 | On Payroll (Included In O&M) |  |  | Owner's Engineer (Parsons) |  |  |  |  |  | Amount |  |  |  | 0
Project Type |  |  |  |  | BOO |  | Severence Fund |  | 0.08 | On Payroll (Included In O&M) |  |  | Other Engineering Costs |  |  |  | 26 |  | Loan Amortization (1=S/L, 2=MTG, 3=Custom) |  |  |  | 2
 |  |  |  |  |  |  | Education Fund |  | 0.025 | On Payroll (Included In O&M) |  |  | Environmental & Permitting |  |  |  | 7450.983557777778 |  | Term (Years) - Post Closing | 0 |  | # Of Debt Service Pmts
[NAME] |  |  |  |  |  |  | ICMS - Fuel Purchases |  | 0.17 | Exempt |  |  | Ingidenous People Programs |  |  |  | 988.8253811111111 |  | Grace (Periods) - Post Closing |  |  | Grace - Post Phase III
Date Of Financial Close |  |  |  |  |  |  | ICMS - Transportation |  | 0.17 | Exempt |  |  | Total Other Construction |  |  |  |  |  | Average Life Of Loan (Years)
NTP To Financial Close  (Mos) |  |  |  |  |  |  | ISS - Services Rendered Tax |  | 0 | [NAME] 2%-5% (Exempt) |  |  |  |  |  |  |  |  | Interest Rate / Spread |  | 0.0677 | 0.025
Months (Post Power Plant Phase III) Until 1st Debt Service |  |  |  |  | 6 |  | Customs Duties |  |  |  |  |  | Interest During Construction "IDC" |  |  |  |  |  | Upfront Fee |  |  |  | 0.015
First Debt Service Payment |  |  |  |  |  |  | ICMS - Equipment |  | 0.17 | Included In Turnkey |  |  | W/H Tax - IDC (Shareholder Construction Loan) |  |  |  |  |  | Commitment Fee |  |  |  | 0.0025
 |  |  |  |  |  |  | Import Duties |  | 0.15 | Included In Turnkey |  |  | Commitment Fee |  |  |  |  |  | Tranche 3:
Transport Charges |  |  |  |  |  |  | IPI - Industrial Products Tax |  | 0.087 | Included In Turnkey |  |  | Upfront Fee |  |  |  |  |  | Amount |  |  |  | 0
 |  |  | 1998 |  | Escalation |  |  |  |  |  |  |  | Financing Costs (Borrower And Lender) |  |  |  | 2831.325 |  | Loan Amortization (1=S/L, 2=MTG, 3=Custom) |  |  |  | 0
Capacity Charge |  | $ / MMBTU |  |  | Greater Of CPI Or 1.005 |  | Sudam Tax Credits |  |  | (0 = Off, 1 = On) | 1 |  | Financing Costs (Other) |  |  |  | 0 |  | Term (Years) - Post Closing | 0 |  | # Of Debt Service Pmts
Variable Charge |  | $ / MMBTU |  |  |  |  | Credits Held In A Reserve (Non Distributable As Dividends, Only As Trapped Cash Loans) |  |  |  |  |  | 3rd Party Legal Fees |  |  |  | 2182.275 |  | Grace (Periods) - Post Closing |  |  | Grace - Post Phase III | 0
 |  |  |  |  |  |  | Reserve Can Be Used Against Net Losses (Forward & Backward) |  |  |  |  |  | Construction Insurance |  |  |  |  |  | Average Life Of Loan (Years)
Firm Service TOP |  |  |  | Start Date |  |  | Credit Available = Tax Rate X Operating Income Reduced By Below % |  |  |  |  |  | Total 3rd Party Dev / Financing Costs |  |  |  |  |  | Interest Rate / Spread |  | 0 | 0
 |  | Outage | Average |  |  |  | Final Year Of Tax Credits ==> | 2013 |  |  |  |  |  |  |  |  |  |  | Upfront Fee |  |  |  | 0
 | MAXDTQ | Days | MAXDTQ | TOP% | TOP Vol |  |  |  |  |  |  | 1 | Development Costs | 6259.799400599999 | +W/H Taxes Of | 0 |  |  | Commitment Fee |  |  |  | 0
 | 102990 | 0 |  | 1 |  |  | Tax Period Starting In Year | 1998 | 2004 | 2009 |  | 2 | Development Fee | 0 | +W/H Taxes Of | 0 |  |  | Tranche 4:
 |  |  |  |  |  |  | Tax Credit Rate Applicable | 0.375 | 0.25 | 0.125 |  |  | Operations Mobilization |  |  |  |  |  | Amount |  |  |  | 0
Operating Expenses ($000) |  |  |  | Escalation Rate: | CPI Annual |  |  |  |  |  |  |  | Total Development Costs / Fees |  |  |  |  |  | Loan Amortization (1=S/L, 2=MTG, 3=Custom) |  |  |  | 0
 |  |  |  |  |  |  | US Taxes |  |  |  |  |  |  |  |  |  |  |  | Term (Years) - Post Closing | 0 |  | # Of Debt Service Pmts
Fixed: |  |  |  | 1998 | Escalation |  | Tax Position |  | Deferral |  |  |  | Working Capital | Funded By 1999 And 2000 Operating Cash |  |  |  |  | Grace (Periods) - Post Closing |  |  | Grace - Post Phase III | 0
Salaries & Benefits |  |  |  |  |  |  | Federal Income Tax |  | 0.37 |  |  |  | Total Other Costs |  |  |  |  |  | Average Life Of Loan (Years)
Administrative Expenses - General |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Interest Rate / Spread |  | 0 | 0
Administrative Expenses - Transredes |  |  |  |  |  |  | Depreciation Assumptions |  | Basis ($000) | Life (Yrs) | Method |  | Contingency - Change Orders |  |  |  |  |  | Upfront Fee |  |  |  | 0
Equipment Rental | 600 | (Years 5 & 15) |  |  |  |  |  |  |  |  |  |  | Contingency |  |  |  | 0 |  | Commitment Fee |  |  |  | 0
Other O&M Expenses | 20 | (Years 3 , 6 , 9, 12 , 15 & 18) |  |  |  |  | Tax |  |  | 20 | S/L |  | Total Contingency |  |  |  |  |  | Tranche 5:
Gas Loss |  |  |  | 0 |  |  | Book |  |  | 20 | S/L |  |  |  |  |  |  |  | Amount |  |  |  | 0
Technical Services Fee |  |  |  |  |  |  | GAAP |  |  | 20 | S/L |  | Total Project Costs |  |  |  |  |  | Loan Amortization (1=S/L, 2=MTG, 3=Custom) |  |  |  | 0
Capital Budget Expenses (See Trapped Cash Sheet) |  |  | Average |  |  |  |  |  |  |  |  |  | Total Project Costs ($/MCM/Day) |  |  |  |  |  | Term (Years) - Post Closing | 0 |  | # Of Debt Service Pmts
Operating Insurance |  |  |  |  |  |  | Trapped Cash |  |  |  |  |  |  |  |  |  |  |  | Grace (Periods) - Post Closing |  |  | Grace - Post Phase III | 0
Total Operating Expenses |  |  |  |  |  |  | Distributions Limited To Retained Earnings |  |  |  |  |  | Project & Enron Economics ($000) |  |  |  |  |  | Average Life Of Loan (Years)
 |  |  |  |  |  |  | Apply Capital Reductions Of Excess Cash (0=No, 1=Yes) |  |  |  | 0 |  |  |  | [NAME] | IRR | NPV |  | Interest Rate / Spread |  | 0 | 0
TBS Transport Option ($000) |  | Option Paid By TBS To GasMat To Expand Pipeline |  |  |  |  | Trapped Cash Loans To Partners (0=No, 1=Yes) |  |  |  | 1 |  | Project |  |  |  |  |  | Upfront Fee |  |  |  | 0
 |  | Facilities From 102,990 To 182,540 MMBTU/Day |  |  |  |  | Capital Reduction In Final Year To Liquidate Partner Loans |  |  |  | 1 |  |  |  |  | 0.15 | Target IRR |  | Commitment Fee |  |  |  | 0
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Tranche 6: Subordinated Debt
Option Scenario (0=Off, 1=On) |  | 0 | Year Of Option Payment |  | 2004 |  | Interest Income To Project On Trapped Cash Loans |  |  |  | 0.05 |  |  |  |  |  |  |  | Amount
 |  |  | Option Amount |  | 5000 |  | Interest Expense To Shareholders On Trapped Cash Loans |  |  |  | 0.06 |  |  |  |  |  |  |  | Loan Amortization (1=S/L, 2=MTG, 3=Custom) |  |  |  | 2
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Term (Years) - Post Closing | 12 |  | # Of Debt Service Pmts
 |  |  |  |  |  |  | Exchange Rate |  | Bid Date Exchange Rate |  | 1.065 |  | TOTAL PARTNERS |  |  |  |  |  | Grace (Periods) - Post Closing |  |  | Grace - Post Phase III | 1
 |  |  | Amount | Units Used |  |  |  |  | Apply Devaluation To Model |  | 0 |  |  |  |  |  |  |  | Average Life Of Loan (Years)
Conversion Of MCM To MMBTU |  | 1 CM = | 9.2 | Kcal |  |  |  |  |  |  |  |  | Plus: Withholding Tax On Dividends |  |  | (1) |  |  | Interest Rate / Spread |  |  |  | 0.13
 |  | 1 Kcal = | 3.9683 | BTU |  |  | Escalators |  |  |  |  |  | Less: Withholding Tax On INE Dividends |  |  |  |  |  | Upfront Fee |  |  |  | 0
 |  | 1 MMCM = |  | MMBTU |  |  | Use 09/04/98 Curves used for Bank Models (0=No, 1=Yes) |  |  |  |  |  | Plus:  Political Risk Insurance |  |  | (1) |  |  | Commitment Fee |  |  |  | 0
 |  |  |  |  |  |  |  |  |  |  |  |  | Plus: Interest Expense On Trapped Cash Loans |  |  | (1)
 |  |  |  |  |  |  | Interest On Net Equity (INE) |  |  |  |  |  | Less: Indemnity Fee |  |  | (1) |  |  | Other Senior Debt Fees | OPIC Agency Fee ($000) |  |  | 25
 |  |  |  |  |  |  | Limited To The Lesser Of | 0.5 | Of Earnings Before Taxes |  |  |  | Less: Withholding Tax On Indemnity Fee |  |  | (1) |  |  |  | EPE Percent / Amount |  | 0.2
 |  |  |  |  |  |  |  | 0.1 | Of Total Equity For Life Of Project (TJLP) |  |  |  | Less: Management Fee |  |  | (1) |  |  |  | Final Year Of Payment
 |  |  |  |  |  |  |  |  |  |  |  |  | Less: Development Fee |  |  | (1)
 |  |  |  |  |  |  | Project Ownership |  | Equity ($000) | Equity % | Cashflow % |  | Less: Consulting Fees Paid At Enron Level |  |  | (1) |  |  | Capital Structure ($000)
 |  |  |  |  |  |  | Enron |  |  |  |  |  | Less: Houston Overheads Not Included In Project Costs |  |  | (1) |  |  | Senior Debt
 |  |  |  |  |  |  | Shell |  |  | 0.375 | 0.375 |  | Plus: Technical Service Fee (Transredes) |  |  | (1) |  |  | Subordinated Debt
 |  |  |  |  |  |  | Transredes |  |  | 0.125 | 0.125 |  | Less:  Tax Cost / (Benefit) On (1)'s Above |  |  |  |  |  | Equity |  |  |  |  | new equity
 |  |  |  |  |  |  | Total |  |  |  |  |  | Plus: Bridge Loan Amount |  |  |  |  |  | Total Investment
 |  |  |  |  |  |  |  |  |  |  |  |  | Less: Bridge Loan Repayment |  |  |  |  |  | Maximum Life Of Financing (Years)
 |  |  |  |  |  |  | Division Of Project Fees | Enron | Shell | Transredes | Total |  | Less: Bridge Loan Interest Income |  |  | (2) |  |  | Weighted Average Rate / Spread
 |  |  |  |  |  |  | Development Fee | 0.2 | 0.2 | 0.6 |  |  | Plus Bridge Loan Political Risk Insurance |  |  | (2) |  |  | Weighted Average Financing Fee
 |  |  |  |  |  |  | Technical Services Fee | 0 | 0 | 1 |  |  | Less:  Tax Cost / (Benefit) On (2)'s Above |  |  |  |  |  | Weighted Average Commitment Fee
 |  |  |  |  |  |  |  |  |  |  |  |  | Sub-total Partner Level Adjustments
 |  |  |  |  |  |  | Political Risk Insurance |  |  |  |  |  |  |  |  |  |  |  | DS Coverage Ratios | Pre-Tax | After-Tax | A-T Target
 |  |  |  |  |  |  | Book Earnings Method |  | Partner Level Only |  | 0.01 |  | Reconciled Project NPV |  |  |  |  |  | Minimum |  |  | 1.4 | Senior Debt
 |  |  |  |  |  |  |  |  |  |  |  |  | Unallocated Difference |  |  |  |  |  | Average |  |  | 1.8 | Senior Debt
 |  |  |  |  |  |  | Terminal Value |  |  | Include In Valuation | 1
 |  |  |  |  |  |  | Final Year EBITDA |  |  |  |  |  | Enron Book Income ($000) |  |  |  |  |  | Debt Reserve |  | Service To Be Provided By | Dresdner Bank
 |  |  |  |  |  |  | Months In Final Year Of Service |  |  |  |  |  | Consulting Fees Above $4,000 [NAME] |  |  |  |  |  |  | 6 | Months Of Debt Service Required
 |  |  |  |  |  |  | Adjusted Final Year EBITDA |  |  |  |  |  | Houston Overheads Not Included In Project Costs |  |  |  | 882 |  |  | 0.025 | L/C Fee p.a.
 |  |  |  |  |  |  | EBITDA Multiple |  |  |  | 10
 |  |  |  |  |  |  | Terminal Value |  |  |  |  |  |  |  |  |  |  |  | Shareholder Constr Loan |  |  |  | After Initial Equity & Before Permanent Financing
 |  |  |  |  |  |  |  |  |  |  |  |  | Enron Book Income |  |  |  |  |  | Amount
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Interest Rate | 0.06 |  | Enron Cost Of Funds | 0.065
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Leverage Option |  |  |  | Valuation Assumption
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Assume Principal Repayment (Keep Original Level Of Leverage) |  |  |  | 1