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FOR DISCUSSION PURPOSES ONLY

N-TS Common Terms.doc

TERM SHEET FOR COMMON TERMS AGREEMENTSLEP POWER PROJECT - REPUBLIC OF CARMEN1

This Term Sheet together with its cover letter constitutes a binding offer by the Lendersto provide financing on the terms set forth herein, but is not meant to be an exhaustive documentand will be replaced and superceded by definitive documentation. This Summary of Terms andConditions together with its cover letter replaces all previous understandings and agreements,written or oral with respect to the Common Terms Agreement.

Borrower: San Luis Energy Partners (SLEP), a consortiumconsisting of Universal Electric (Universal), the AltaGroup (Alta), Constructores de Carmen(Constructores or Contractor) and General Generators(GG, and, together with Universal, Alta andConstructores, the Sponsors).

Project: The construction, operation and maintenance of (theProject), in Phase I (Phase I) a nominal 500MW heavyfuel-fired simple-cycle power generation facility (capableof operating on natural gas), and, in Phase II (Phase II),of a nominal 700MW gas-fired combined-cycle powerfacility (integrating the Phase I facility, and capable ofoperating on heavy fuel), together with ancillary plant andequipment (collectively, at any time, the Plant), locatedat a site owned by Corporacin de la Electricidad de

Carmen (CDEC) in SLEP, Carmen (the Site) andrelated The Project will be owned by SLEP and operated onbehalf of SLEP by the Operator.

Arrangers: __________________, (the Arranger) together with anyco-Arrangers which may be appointed from time to timepursuant to and in accordance with the terms of thecommitment letter (the CommitmentLetter) to whichthis Term Sheet (the Term Sheet) is attached.

Lenders: The Lenders may be comprised of:

1 This term sheet addresses the terms of the project financing and includes the terms common toall Lenders in the project. The term sheet for the Financing Agreement will contain additionalterms specific to a Lender in the Project. This draft contains a number of Lender- favorableprovisions, and should not be viewed as a fully-negotiated term sheet reflecting current marketterms.


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N-TS Common Terms.doc 2

(i) The Arranger, and/or a syndicate of financialinstitutions as may be formed by the Arranger afterconsultation with, and reasonably acceptable to,SLEP including Carmen local banks;

(ii) any co-Arrangers which may be appointed fromtime to time pursuant to and in accordance with theterms of the Commitment Letter; and

(iii) any Export Credit Agencies and/or MultilateralLending Institutions (each as defined below), intheir capacity as a lender of record as opposed tobeing a provider of political risk and/or commercialrisk coverage.

Export Credit Agencies: Exportkreditnamnden, and such other export creditagencies as may be identified by the Arrangers in

connection with the supply of the Works.

Multilateral Lending Agencies: International Finance Corporation, the Private SectorDepartment of the Inter-American Development Bank andthe Overseas Investment Corporation or other similarinstitutions including commercial banks to the extentproviding financing pursuant to co-financing programs ofsuch institutions.

Term Loan Facility: A multiple drawdown, senior secured term loan facility asmore particularly described in this Term Sheet, to fund

payments by SLEP described under Use of Proceedsduring the Availability Period (defined below).

The Term Loan Facility may be divided into separatetranches for the purpose of facilitating participation byExport Credit Agencies and Multilateral Lending Agencies.The allocation of the Term Loan Facility into one or moreTranches (for example, TrancheA and Tranche B)will be at the discretion of the Arrangers and may be variedfrom time to time for such purpose. By way of example,Advances under Tranche A may, pursuant to and in

accordance with the terms of the Facility Agreements, bemade to finance those payments by SLEP described underUse of Proceeds which are eligible for Export CreditAgency financing and/or risk insurance coverage from therelevant Export Credit Agencies (whether or not any suchExport Credit Agencies are in fact providing suchcoverage). Advances under Tranche B may, pursuant toand in accordance with the terms of the Facility


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Agreements, be made to finance those payments made bySLEP described under Use of Proceeds other than thosefinanced under Tranches A referred to above.

Administrative Agent: An Administrative Agent shall be appointed by theArrangers. Reasonable fees for such agent shall be paid bySLEP.

Collateral Agent: A Collateral Agent shall be appointed by the Arrangers.Reasonable fees for such agent shall be paid by SLEP.

Construction Contract; Supply Contracts: SLEP has entered into a contract for thedesign, engineering, procurement and fabrication of apower generation facility in two phases (the EPCContract) and existing contracts for the purchase ofcertain components (the Supply Contracts) with interalia, the Contractor, GG and other entities referred to

therein, collectively, for the works set forth therein (theWorks). Variations to the EPC Contract and to theSupply Contracts that exceed ___% of the total cost of suchcontract shall be subject to the prior approval of theLenders.

Other Supply Contracts: Any other material contracts for supply of additional worksfor the Project entered into at any time with other suppliers(the Other Supply Contracts) shall (i) contain provisionsreasonably comparable to the Supply Contracts, asapplicable; and (ii) be in accordance with and as

contemplated in the Business Plan, (as defined herein), oras may otherwise be agreed with the Lenders). Anyfinancing arrangements that may be entered into by SLEPin relation to such supply contracts shall meet therequirements for Permitted Indebtedness hereunder andshall not (without the prior written consent of the Lenders)thereby result in a breach of any of the terms of theFinancing Agreements.

Facility Amount: Subject to the Arrangers' satisfactory Due Diligence (asreferred to in the Commitment Letter to which this is

attached), the facility shall be for an amount equivalent toUS $___million [$750M less the amount of equitycontributions expected], of which $_____million shall beallocated in respect of Phase I and $_____ million shall beallocated in respect of Phase II.

Common Terms Agreement: The Common Terms Agreement to be entered into by theLenders and SLEP in accordance with this Term Sheet


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setting forth certain common terms and conditionsapplicable to the Term Loan Facility and the facilities to beprovided by certain Other Secured Creditors (as hereinafterdefined).

Facility Agreements:The agreements to be entered into with the Lenders withregard to the Term Loan Facility in accordance with thisTerm Sheet.

Guarantee: The Obligations will be guaranteed by all subsidiaries ofSLEPand by _______________.

Available Amounts; Proceeds: During Phase I, Availability shall be limited to $_______(the Phase I Available Amount). During Phase II,Availability shall be limited to $_________ (the Phase IIAvailable Amount). Proceeds of the Term Loan Facilityshall be applied to: (A) finance the payments of amounts

that are due and unpaid or that will become due andpayable pursuant to the Supply Contracts, (B) financepayments under the Construction Contract, and (C) financeinterest payable during the Availability Period in respect ofthe Term Loan Facility; (D) finance fees payable to theLenders in connection with the financing of the Term LoanFacility; (E) finance operating costs of SLEP; (F) financepayments to be made pursuant to Other Supply Contractsafter utilizing the Term Loan Facility to fund thosepayments referred to in paragraph (A) and (B).

Non-Recourse: The Lenders' rights and remedies in the event of SLEPfailure to pay or perform under any Financing Agreementsor Project Document shall be non-recourse to the Sponsors,[provided however that it is recourse with respect to the

Sponsor's obligations set forth in the SponsorsContribution Agreement (defined below). Except withrespect to such obligations under the SponsorsContribution Agreement,]the Lenders shall have no claimsagainst, or recourse to, the officers, directors, agents,advisors, employees or affiliates of SLEP or any Sponsor,and the recourse for payment of the Term Loan Facility

shall be limited to the exercise of remedies against SLEPand enforcement of the Project Security.

Sponsors Contribution Agreement: The sponsors shall, collectively, subscribe to a SponsorsContribution Agreement on terms acceptable to theLenders, pursuant to which contributions of at least$________ will be made to SLEP by the Sponsors, for


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Phase I and contributions of at least $________ will bemade in respect of Phase II.

Financial Signing: The date upon which the Facility Agreements are enteredinto by the parties thereto.

Financial Closing: The date upon which the first drawdown under the TermLoan Facility occurs in accordance with the terms of theFacility Agreements which shall occur no later than a dateto be specified in the Facility Agreements.

Final Maturity Date: _________________, subject to the provisions of theparagraph entitled Amortization below.

Availability Period: The Availability Period for the Phase I Available Amounts,will commence on Financial Signing and ends on the datewhich is ___ months after the projected date for final

payments by SLEP under the Supply Contract or theConstruction Agreement (to be specified as a fixed date inthe Financing Agreements), in respect of Phase I but in noevent later than [eighteen months after Financial Closing].The Availability Period for the Phase II Available Amountswill commence on the date that all Phase II ConditionsPrecedent to Borrowing have been satisfied and ends on thedate which is ___ months after the projected date for finalpayments by SLEP under the Supply Contract orConstruction Agreement in respect of Phase II but in noevent later than ______________.

Reduction or Cancellation: SLEP may at any time, on not less than thirty (30) days'notice to the Lenders, reduce or cancel the commitmentsunder the Facility Agreements in a minimum amount of notless than US $__ million (and in integral multiples of US$__ million), provided, that (i) after giving effect to anysuch reduction or cancellation, the Facility Amount is notreduced below US$__ million, and (ii) SLEP candemonstrate to the reasonable satisfaction of the Lendersthat the reduced or canceled portion of the Term LoanFacility is no longer required by SLEP, including,

demonstrating SLEP ability to continue to perform itspayment obligations under the Project Documents. Anysuch reduction or cancellation shall, unless otherwiseagreed by the Lenders, be applied pro rata in respect of anyseparate tranches under the Facility Agreements.

Refinancings: SLEP shall have the right to refinance all or any portion ofthe Term Loan Facility upon not less than sixty (60) days'


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prior notice without premium or penalty, subject tobreakage costs (if any); provided, however, that (A) anysuch refinancing of the Term Loan Facility shall be appliedratably as to all tranches and (B) any such partialrefinancing shall (i) not include an interest rate or interest

margin that results in a Material Adverse Effect on SLEPsability to pay interest or principal amortization with respectto the Term Loan Facility, (ii) be either unsecured orexpressly subject to the terms and conditions of theCommon Terms Agreement and other applicable FinancingAgreements, and (iii) be subject to other terms andconditions to be agreed in the definitive FinancingAgreements.

Cooperation: SLEP and the Arrangers shall cooperate with each otherwith respect to (a) syndication of the Facility (b) preparingand submitting applications for political and commercialrisk coverage or refinancing any or all of the Export CreditAgencies, the Multilateral Lending Agencies or any ofthem, and (c) with any refinancing or issuance of debtsecurities constituting Permitted Indebtedness. SLEP shallbe responsible for paying any Agency insurance premiumsand other fees and costs in connection with such coverageor refinancing (including the cost of consultants' reports, ifany), required by an Agency.

Voluntary Prepayment: SLEP may, on not less than _____ days' notice to theLenders, prepay the loans disbursed under the Facility

Agreements (the Loans) in whole or in part withoutpremium or penalty, in a minimum amount of not less thanUS $[5] million (and in integral multiples of US $[1]million), subject to breakage costs (if any), provided thatafter giving effect to such prepayment, SLEP will remain incompliance with the financial covenants set forth in theFinancing Agreements, and any amounts so prepaid maynot be reborrowed. Any such voluntary prepayment shall,unless otherwise agreed by the Lenders, be appliedpro ratain respect of any separate tranches under the FacilityAgreements.

Mandatory Prepayment: Mandatory Prepayment of a portion of the Term LoanFacility will occur upon:

(i) a public offering by SLEP of newly issued voting ornon-voting equity, in which case, such net proceedsshall be applied towards a mandatory prepayment of


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the Term Loan Facility, with the balance to beapplied as SLEP may determine;

(ii) ____% of the net proceeds of any issuance of debtsecurities by SLEP constituting PermittedIndebtedness;

(iii) the receipt of Excess Cash Flow in a Financial Year,in which case, [50]% of such Excess Cash Flowshall be applied towards mandatory prepayment ofthe Term Loan Facility;

(iv) receipt of proceeds of Insurances other than those tobe applied to repair or replace an asset and whichare agreed in the definitive Financing Agreementsto be applied to mandatory prepayment of the TermLoan Facility; and

(v) proceeds of any refinancing of the Term LoanFacility.

Permitted Indebtedness: SLEP will not incur at any time any indebtedness otherthan any of (i) indebtedness incurred under the FacilityAgreements in accordance with the terms thereof or therefinancing in full thereof; and (ii) other indebtednessincurred in compliance with the Financial Covenants (as

referred to below) which consists of (A) working capitalfacilities in an aggregate amount to be agreed, (B)indebtedness incurred in connection with the issuance ofdebt securities of up to US $___, including any partialrefinancing of the Term Loan Facility in accordance withthe Financing Agreements; provided, that if required by theLenders, the lender providing any such refinancingbecomes a party to the Common Terms Agreement,(C) additional indebtedness incurred to finance or lease theacquisition of new equipment or assets constituting CapitalExpenditures contemplated in the then current Approved

Business Plan up to [125]% of the value of such equipmentor assets provided always that any lien granted therefor (ifany) is only in respect of the equipment and assets beingfinanced (Permitted Purchase Money Debt); (D)unsecured trade credit up to 180 days incurred in theordinary course of business, (E) contingent obligationsunder or in connection with hedging agreements, letters ofcredit, guarantees, and other similar arrangements which


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when aggregated with the amounts of other guarantees orcontingent liabilities permitted under the definitiveFinancing Agreements would not cause SLEP to be indefault thereunder; and (F) other indebtedness up to anamount to be agreed in the definitive Financing

Agreements, provided that, in each case, referred to in thisclause (ii) such indebtedness is either unsecured or, ifsecured, secured only on the terms as permitted hereinabove or such indebtedness (and the correspondingequipment and services, and any collateral, guarantees andother credit assurances provided in connection therewith)shall be subject to and entitled to the benefits of theCommon Terms Agreement and shall have a repaymentschedule not more favorable to the lender than as providedin the Term Loan Facility.

Amortization: The Term Loan Facility will be subject to quarterlyamortization of principal with advances to be payable[relevant repayment schedule to be determined based onbusiness plan.]

Interest Payment Dates: Interest with respect to the Term Loan Facility will be paidin arrears on the last day of each applicable Interest Period(each an Interest Payment Date). Interest will becalculated on the basis of actual days elapsed and a 360-dayyear.

Interest Periods: Three or six months applicable to the relevant interest

period as selected by SLEP for the purposes of determiningthe relevant rate of interest, [subject in each case to anyapprovals of the Carmen Central Bank].

Interest Rates: As described in the Facility Term Sheets.

Applicable Margin: As set forth in the Facility Term Sheets.

Default Rate: While any Event of Default continues after the allowablecure period and where the Lenders have not yet exercisedtheir remedies, the Applicable Margin shall increase by

__% per annum from the date of breach.

Interest Rate and/or

Currency Protection: SLEP may elect to hedge all or any of its interest rate orcurrency exposure under the Term Loan Facility provided,that such hedging arrangements are in accordance with ahedging policy to be agreed between SLEP and theArrangers.


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Disbursements and

Drawdown Schedule: Drawdowns to occur during the Availability Periods,subject to the satisfaction of Conditions Precedent and inaccordance with the Use of Proceeds set forth herein and inthe Facility Agreements provided, that (i) the minimum

amount of any disbursement shall be set forth in thedefinitive Financing Agreements and (ii) amounts in excessof such minimum shall be integral multiples of an amountto be set forth in the definitive Financing Agreements or itsequivalent; except for the final disbursement, to the extentthat the remaining unused commitment is less than suchminimum amount.

Currencies of the Term

Loan Facility: United States Dollars (US$) only. In connection withany financing of a Tranche by any Agency or by CarmenBanks in a currency other than US$, the Tranche shall beredenominated in such other currency based upon exchangerates, and other applicable terms, as shall be agreed to byall parties.

Fees: Fees payable to each of the Administrative Agent, theCollateral Agent and the Arrangers are subject to separatelynegotiated fee arrangements as set forth in separate feeletters (the Fee Letters) between each of theAdministrative Agent, Collateral Agent, the respectiveLenders and SLEP.

Financing Agreements: The Facility Agreements, the Common Terms Agreement,the Fee Letters, the Intercreditor Agreement, the SecurityDocuments, the Sponsors Contribution Agreement, and anyother agreements relating to the financing of the Project.

Project Documents: The agreements among SLEP and third parties, includingthe pledge agreements, all material governmentalauthorizations (including, without limitation, anyauthorizations from the GOC Ministry of Power, theAuthorizations), permits, licenses and franchises issuedin relation to the Project, all material use of infrastructure

agreements, insurance policies expressly required under theFinancing Agreements, the Site lease with CDEC, thepower purchase contract with CDEC, all material supplycontracts including the supply contract with GG,Construction Contracts and all other material documentspertaining to the development, construction, maintenance,ownership and operation of the Project, in each case


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presently existing and entered into hereafter and each inform and substance satisfactory to the Lenders.

Security Documents: The documents entered into to secure repayment of alloutstanding principal, and payment of all interest, fees andother amounts from time to time under the Term LoanFacility (collectively, the Obligations), including:

1. Pledge to Collateral Agent (on behalf of Lenders) ofall outstanding equity interests of SLEP and any ofits wholly owned subsidiaries from time to time,and Powers of Attorney granted by SLEP in favorof the Collateral Agent on behalf of the Lenders.

2. Assignment in favor of the Collateral Agent (onbehalf of the Lenders) of all of SLEP interests under

the Material Project Documents (to be defined)(other than non-material Project Documents to beagreed).

3. Pledge to Collateral Agent (on behalf of Lenders) ofcertain Material Assets (to be defined), in each casewhether currently owned or subsequently acquiredby SLEP and other assets of SLEP to be agreed.

4. Undertaking of SLEP to pledge and grant to theCollateral Agent a continuing security interest in the

Authorizations if and when granting such securityinterest is allowed by Carmen law.

5. Accession Agreements by which all other lenders toSLEP that are eligible to share in the ProjectSecurity will become party to the IntercreditorAgreement and security sharing arrangements.

6. Pledge over the bank accounts (to be identified) ofSLEP into which revenues of the Project and/or theproceeds of any collateral will be paid or

transferred.

7. Such other security over the receivables and othermaterial assets of SLEP as may reasonably andpracticably be provided.

All of the security will be duly registered or filed, asapplicable, with all registries or other governmental entitiesin all jurisdictions where such registration or filing is


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necessary for the perfection of a first-priority securityinterest.

Project Security: The security for the repayment of the Obligations providedpursuant to the Security Documents.

Intercreditor Agreement: The agreement to be entered into among the Lenders (andany Other Secured Creditor), in form and substancesatisfactory to the Administrative Agent and the Lenders.

Other Secured Creditors: Creditors secured by the Security Documents other than theLenders providing Permitted Indebtedness in thecircumstances contemplated in the definition thereof.

Security Sharing: The Project Security shall be subject to security sharingarrangements with the consent of the Lenders whichconsent shall not unreasonably be withheld.

Affirmative

Covenants of SLEP: SLEP shall make affirmative covenants customary andusual in a financing of this type, including, withoutlimitation, the following:

1. To maintain its corporate existence.

2. To comply in all material respects with allapplicable laws and regulations (includingapplicable environmental laws and regulations);

except to the extent contested in good faith byappropriate proceedings without thereby incurringmaterial risk of the imposition of any lien (otherthan a Permitted Lien) or the forfeiture or loss of theAuthorizations and, further, for the potentialliability in respect thereof adequate reserves havebeen established, and where failure to complywould not individually or in the aggregate result ina Material Adverse Effect (as hereafter defined).

3. To maintain the Authorizations and to obtain andmaintain all other material governmental licenses,authorizations, consents and permits required inconnection with the construction, operation andfinancing of the Project (excluding certain specifiedconsents set forth on a schedule to the CommonTerms Agreement to the extent that the loss of suchlicense, authorization, consent or permit does nothave a Material Adverse Effect and SLEP is usingits best efforts to replace, substitute or otherwise


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make arrangements providing the Project withequivalent rights or permissions as applicable), andpromptly pay when due all necessary license,franchise and other fees and charges due andpayable thereunder, provided, that, SLEP shall not

be deemed to be in breach of this covenant orotherwise be in default as a result of certainregulatory changes in Carmen which result inamendments to or substitution of the Authorization;provided always that SLEP otherwise remainsauthorized on and after the date of any such changeto conduct the business as currently contemplated inthe Project Documents and as may then constituteany part of the Project and any additional powergeneration business that may result from suchchange and that such change does not have a

Material Adverse Effect.

4. To comply in all material respects with allagreements to which it is a party and by which it isbound, except to the extent contested in good faithby appropriate proceedings without therebyincurring material risk of the imposition of any lien(other than a Permitted Lien) or the forfeiture orloss of the Authorizations and, further, for thepotential liability in respect thereof adequatereserves have been established, or where failure tocomply would not individually or in the aggregateresult in a Material Adverse Effect.

5. To maintain its books and records consistent withCarmen generally accepted accounting standardsand with a project of this type.

6. To provide to the Administrative Agent for thebenefit of the Lenders (in English and in accordancewith Carmen generally accepted accountingprinciples, as well as being reconciled to US GAAPin respect of (i) below):

(i) quarterly unaudited and annual audited (andconsolidated, if applicable) financialstatements (including balance sheets andprofit and loss statements);

(ii) US GAAP reconciliations of the financialstatements included in (i) above;


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(iii) as soon as practicable each annual operatingbudget and other information as agreedwithin 90 days of the end of the fiscal year;

(iv) quarterly covenant compliance certificatestogether with, in the case of financial andoperating covenants, back-up calculations ordocumentation demonstrating compliance,as the case may be; and

(v) such other construction progress reports,operations reports, financial forecasts(including cash flow projections) and otherinformation as required by the FinancingAgreements.

7. To file all relevant tax returns and pay its taxes

when due, except to the extent contested in goodfaith by appropriate proceedings without therebyincurring material risk of the imposition of any lien(other than a Permitted Lien) or the forfeiture orloss of the Authorizations and, further, for thepotential liability in respect thereof adequatereserves have been established, and where failure tocomply would not individually or in the aggregateresult in a Material Adverse Effect.

8. To consult with representatives of the Lenders

regarding engineer and progress reports and topermit representatives of the Lenders, on reasonablenotice to SLEP and during normal business hours,to visit and inspect all premises and facilities and tohave reasonable access to SLEPs books andrecords, accountants and professional advisors.

9. To enter into and maintain adequate contracts forthe purchase of fuel necessary for the operation ofthe Plant.

10. To utilize the proceeds drawn down under the TermLoan Facility only as set forth under Use ofProceeds.

11. To obtain such consents as the Collateral Agentshall deem necessary to establish and maintain theLenders' first priority lien in the Project Security(other than any consent required by any regulator in


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connection with foreclosure on the pledge of equityof SLEP).

12. To provide or cause to be provided insurancecoverage.

13. To notify the Administrative Agent and theCollateral Agent of:

(i) the occurrence of any matured or unmaturedEvent of Default; and

(ii) any material litigation or proceedings takenor threatened in writing against it that ifdetermined adversely to SLEP couldreasonably be expected to have a MaterialAdverse Effect.

14. To comply in all material respects with each ProjectDocument and Security Document and delivercopies of any amendments thereto or any additionalMaterial Project Documents entered into from timeto time.

15. To preserve and maintain good and valid title to itsproperties and assets free and clear of any liensother than Permitted Liens and, subject to the rightof SLEP effect Permitted Asset Sales, to be defined.

16. To ensure that the rights of the Lenders againstSLEP under the Financing Agreements will rank atleastpari passu(as to priority of payment) with theclaims of all creditors SLEP (subject to customaryexceptions).

17. To maintain the Project in accordance with theProject Documents.

Negative Covenants

of SLEP: SLEP shall make negative covenants customary and usual

in a financing of this type, including, without limitation, thefollowing:

1. Not to consent to any security interest in the Project,other than in favor of the Lenders or as otherwiseexpressly permitted under the FinancingAgreements.


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2. Not to declare or make any dividend payments orother cash distributions, except as required by lawor as otherwise permitted by the FinancingAgreements.

3. Not to amend, modify, supplement, vary, waive,terminate, agree to terminate or purport to do any ofthe foregoing in relation to any TransactionDocument to which it is a party, other than inaccordance with the terms thereof, except to theextent that any such amendment, variation, waiveror termination could not reasonably be expected tohave a Material Adverse Effect.

4. Not to create any lien other than a Permitted Lien.Permitted Liens shall consist of: (i) liens createdpursuant to the Security Documents; (ii) liens infavor of parties providing Permitted Indebtedness tothe extent permitted by the terms of the definitionthereof; (iii) liens for taxes, assessments orgovernmental charges or levies not yet due andpayable or liens for taxes, assessments orgovernmental charges or levies being contested ingood faith and by appropriate proceedings forwhich adequate reserves have been established andwhich proceedings have the effect of preventing theforfeiture or sale of the property or asset subject tosuch lien; (iv) liens in respect of property or assets

of SLEP arising by operation of law, which wereincurred in the ordinary course of business and donot secure indebtedness for borrowed money, suchas carriers', warehousemen's, materialmen's andmechanics' liens and other similar liens arising inthe ordinary course of business which in each andevery such circumstance (x) do not in the aggregatematerially detract from the value of the property orassets of SLEP and do not materially impair the usethereof in the operation of the business of SLEP or(y) are being contested in good faith by appropriate

proceedings, which proceedings have the effect ofpreventing the forfeiture or sale of the property orasset subject to such lien; (v) easements, rights-of-way, restrictions (including zoning restrictions),encroachments, protrusions and other similarcharges or encumbrances, and minor titledeficiencies, in each case whether now or hereafterin existence, not securing indebtedness and not


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materially interfering with the conduct of thebusiness of SLEP; (vi) liens arising out ofjudgments or awards in respect of which SLEP shallin good faith be prosecuting an appeal orproceedings for review in respect of which there

shall have been secured a subsisting stay ofexecution pending such appeal or proceedings, andwhich proceedings have the effect of preventing theforfeiture or sale of the property or asset subject tosuch lien, provided that the aggregate amount ofany cash and the fair market value of any propertysubject to such liens shall not exceed an amount tobe agreed; (vii) statutory and common lawlandlords' liens under leases or subleases to whichSLEP is a party; (viii) pledges or deposits to secureobligations under workers' compensation or

unemployment insurance laws or similar legislationor to secure public or statutory obligations or goodfaith deposits in connection with bids, tenders,contracts or leases; (ix) any interest or title of alessor, sublessor, licensee or licensor under anylease or license agreement permitted by theFinancing Agreements or Project Documents; and(x) other liens securing obligations not constitutingindebtedness for borrowed money customarilypermitted in financings of this nature and to beagreed in definitive Financing Agreements.

5. Not to enter into any merger, acquisition orconsolidation at any time before a date agreed andthereafter not to do so unless (a) no Event ofDefault or Potential Event of Default (to be definedin the Financing Agreements) exists either prior toor following the conclusion of any such merger,acquisition or consolidation, (b) satisfactory legalopinions, as reasonably required by the Lenders,have been obtained in relation to the obligations ofSLEP under the Financing Agreements and theLenders' continuing lien on the Project Security and

(c) such merger, acquisition or consolidation doesnot result in the breach of any covenant contained inany Financing Agreement.

6. Other than Permitted Asset Sales to be defined inthe definitive Financing Agreements, not to convey,transfer, lease or otherwise dispose of all or asubstantial part of its assets.


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7. Not to amend, modify, supplement, vary, waive,terminate, or agree to terminate or purport to do anyof the foregoing in relation to, any of the ProjectDocuments to which it is a party; unless suchamendment, modification, supplement, variation,

waiver or termination could not reasonably beexpected to have a Material Adverse Effect or withother exceptions to be agreed.

8. subject to exceptions to be agreed, not to issueadditional equity.

9. Not to incur any indebtedness other than PermittedIndebtedness.

10. Not to purchase, redeem or reduce its equity capital,or amend or waive any provision of its constitutive

documents except as permitted under the terms ofthe Financing Agreements.

11. Not to make any loans, advances (other than in theordinary course of business or in connection withdistributions to Sponsors to be agreed) or purchaseor acquire any shares or other ownership interest in,any other entity other than Permitted Investments(to be defined as agreed).

12. Not to enter into any transaction with any affiliate

of SLEP, other than in the ordinary course ofbusiness and on terms and conditions substantiallyas favorable to SLEP as would reasonably beobtained in a comparable arm's length transaction,except for loans from affiliates, employmentarrangements and other mutually agreeableexceptions.

13. Not to engage in any business other than withrespect to the development, ownership, and/oroperation of power generation facilities.

14. Not to make any change in reporting practicesexcept as may be required or permitted by CarmenGAAP.

15. Not to prepay any other facilities which are subjectto the Common Terms Agreement, at any timeunless a corresponding pro rata prepayment is


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made in respect of the Term Loan Facility at suchtime.

16. Not to establish any subsidiaries of SLEP unlesssecurity in form and substance satisfactory to theLenders is provided in favor of the Lenders over allequity of any such subsidiary held by SLEP; andprovided always that the creation of any suchsubsidiary shall not cause SLEP fail to comply withany covenant and shall not result in a MaterialAdverse Effect (it being understood in such instancethat all covenants herein shall apply to each suchsubsidiary on the same basis as to SLEP).

Financial Covenants:

At all times during the Term Loan Facility, SLEP shallcomply with the following financial covenants:

(i) Debt Service Coverage Ratio- A ratio of CashFlow Available for Debt Service to Debt Service ofno less than __ : 1.00. Such incurrence test shall beon a projected basis, for each quarter until finalmaturity of the Term Loan Facility.

(ii) Long Term Debt:Equity-A ratio of Long TermDebt to Equity of not more than ___:___.

(iii) Capital Expenditures-Annual Capital

Expenditures not to exceed ___% of amounts inBusiness Plan, plus further amounts funded for suchexpress purpose from equity or from PermittedDebt.

(iv) Minimum EBITDA Maintain minimumEBITDA, measured in US$ of not less than aschedule to be agreed.

Conditions Precedent to

Financial Signing: The Common Terms Agreement shall include conditionsprecedent to Financial Signing usual and customary in a

financing of this type, including without limitation, thefollowing:

1. Receipt of a business plan (including financialplans, projections and deployment schedules) fromSLEP, which business plan (the Business Plan)shall be satisfactory to the Arrangers;


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2. Evidence reasonably acceptable to the Arrangersthat all necessary licenses and approvals includingthe Authorizations, necessary at the time have beenobtained by SLEP.

It shall also be a condition precedent to Financial Signingthat all [of the Lenders] shall be a party to the CommonTerms Agreement for the purposes of providing a term loanfacility to SLEP, in form and substance satisfactory to theArrangers) in an amount equal to US $_____ million.


Financial Closing of Initial

Drawdown: The Common Terms Agreement shall include conditionsprecedent to Financial Closing of the Initial Drawdownusual and customary in a financing of this type, and suchother documents and evidence as may be reasonablyrequested by the Lenders, including without limitation, thefollowing:

1. Receipt of customary and appropriate legal opinionsfrom SLEP New York and Carmen counsel,subject to customary exceptions.

2. Execution and delivery of the FinancingAgreements and Material Project Documents (to beagreed), receipt by SLEP of all materialgovernmental authorizations, permits and licenses

(including, without limitation, any requiredauthorization of the Central Bank of Carmen inconnection with the Term Loan Facility) andinsurance package (to the extent that such are thencontemplated to be in existence) and confirmationthat same are in full force and effect and there is nomaterial default thereunder by SLEP.

3. Perfection and registration of the pledge of equity ofSLEP and all other security established in favor ofthe Collateral Agent (on behalf of the Lenders)

under the Security Documents.

4. Receipt of: (i) certified copies of the articles ofassociation of SLEP and any amendments thereto;and (ii) certified copies of authorizing resolutions ofthe Board of SLEP.


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5. Receipt of a letter from each relevant process agentfor SLEP accepting its designation as such.

6. No Material Adverse Change in the business,condition (financial or otherwise), operations,performance, properties or prospects of SLEP or theProject. No material adverse change since the dateof each Sponsor's audited financial statements forthe fiscal year ending December 31, 2003 in thebusiness, condition (financial or otherwise),operations or properties of such Sponsor, whichchange could reasonably be expected to have amaterial adverse effect on the ability of suchSponsor to make its respective contributionpursuant to the Sponsors Contribution Agreement.

7. No material adverse change since the date ofFinancial Signing in loan syndication orinternational debt capital market conditions (as toindebtedness of borrowers from Carmen andelsewhere in Latin America) that could reasonablybe expected to have a material adverse effect onsyndication of the Term Loan Facility by theArrangers.

8. No moratorium by the federal government (or anyagency or instrumentality thereof) of Carmen on thepayment of its external debt and no other action

taken by the federal government (or any agency orinstrumentality thereof) of Carmen that wouldprevent or delay the repayment by SLEP of amountsto be disbursed under the Facility Agreements andother loan documents in accordance with the termsthereof.

9. Receipt of a copy, certified as true and complete bythe Borrower, of each of the Insurances which are toinclude evidence that the interest of the CollateralTrustee is noted thereon and that the Collateral

Trustee is named as a loss payee (subject to, unlessand Event of Default shall have occurred and becontinuing, payments in respect of loss or damagenot exceeding an agreed threshold to be made directto SLEP) together with such brokers' letters ofundertaking and other certificates as the Inter-Creditor Agent may require.


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10. Receipt of most recent audited financial statementsof SLEP (if available) as well as the most recentaudited annual financial statements of the Sponsors.

11. Payment of all fees and expenses then due andpayable to the Lenders under the FinancingAgreements other than those payable out of theproceeds of the Initial Drawdown.

12. Receipt of the Business Plan, forecasts and updatesor revisions thereof, reports of the Project Engineer,construction schedules, budgets, all forecasts,operating reports and construction progress reportsand any other reports then required under theFinancing Agreements.

13. Receipt of any additional documentation required

by mandates of any Export Credit Agencies and/orMultilateral Lending Institutions as described in theFinancing Agreements.

14. Evidence of compliance with environmentalmandates of each Lender that is an Export CreditAgency and/or Multilateral Lending Institution andenvironmental assessments shall have beenprovided.

15. Compliance with conditions precedent to the initial

drawdown contained in the Facility Agreements.


Each Drawdown: The Common Terms Agreement shall include conditionsprecedent to each drawdown, including the InitialDrawdown, usual and customary in a financing of this type,and such other documents and evidence as may bereasonably requested by the Lenders, including withoutlimitation, the following:

1. Execution of documentation appropriate for

drawdowns, such as disbursement requests anddisbursement confirmations.

2. Existence of no Event of Default or Potential Eventof Default (to be defined in the FinancingAgreements).

3. Representations and warranties shall be true andcorrect in all material respects as of the date of such


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drawdown and after giving effect thereto, except tothe extent that such representations and warrantiesexpressly relate to an earlier date, in which casesuch representations and warranties shall be trueand correct in all material respects as of such earlier

date.

4. Funding Contributions required to have beencontributed to SLEP by each Sponsor on or prior tothe date of any such drawdown shall have beenmade as required by the terms of such SponsorsContribution Agreement together with evidence thatany Funding Contributions in the form of debt shallhave been subordinated in right of payment to theTerm Loan Facility.

5. The Project Engineer has delivered a certificateconfirming the construction of the Works isproceeding in accordance with the most recentforecast, budget and operating report and in theabsence of such confirmation because of anydeviation from the build-out schedule that suchdeviation could not reasonably be expected to delaythe agreed build-out and operation of the Project,(the Agreed Build-Out to be further agreed) by adate to be agreed beyond the date to be specified inthe Common Terms Agreement for such AgreedBuild-Out in any manner which may reasonably be

expected to have a Material Adverse Effect on theProject.

6. No Material Adverse Change shall have occurredwhen compared to the Relevant Business Conditionand be continuing as at the date of the relevantNotice of Drawdown in relation to SLEP or, fromthe date of audited financial statements for the fiscalyear ending December 31, 2003 in relation to anySponsor, to the extent such Sponsor continues tohave any obligations under the Sponsors

Contribution Agreement or any Material ProjectDocument.

7. No moratorium by the federal government (or anyagency or instrumentality thereof) of Carmen on thepayment of its external debt and no other actiontaken by the federal government (or any agency orinstrumentality thereof) of Carmen that would


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prevent the repayment by SLEP of amounts to bedisbursed under the Facility Agreements and otherloan documents in accordance with the termsthereof.

8. The Construction Contract and Supply Contractsremain in full force and effect in accordance withtheir terms, and there is no default thereunder.

9. All fees and expenses and other charges payableunder the Financing Documents shall have beenpaid.

10. Compliance with a maximum Long Term Debt toEquity Ratio (to be defined).


Initial Phase II Drawdown: 1. Evidence reasonably acceptable to the Arrangersthat all necessary licenses and approvals necessaryat the time for the construction and operation of theTransmission Pipeline through Colombia andPanama shall be been obtained.

2. The business plan, projections, budget andoperating reports for Phase II have been deliveredand is acceptable to the [Required Lenders].

Representations and

Warranties: On Financial Signing, Financial Closing and eachdrawdown thereafter, SLEP will be required to makerepresentations and warranties usual and customary in afinancing of this type, including without limitation, thefollowing (provided that to the extent that suchrepresentations and warranties expressly relate to an earlierdate, such representations and warranties shall be true andcorrect in all material respects as of such earlier date):

1. due organization, existence and power of SLEP toconduct its business;

2. that each of SLEP and each Sponsor has taken allcorporate and other action required for the dueexecution and performance of the FinancingAgreements and all Project Documents to which itis a party and that each of the FinancingAgreements and Project Documents has been duly


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executed and delivered by SLEP and the Sponsors,as the case may be;

3. SLEP compliance (including payment of materialfees or charges, if any) with all material laws,regulations and permits (including applicable laws,regulations and permits relating to environmentalstandards and controls), except to the extent thatany non-compliance therewith could not reasonablybe expected to have a Material Adverse Effect inrelation to SLEP or the Project;

4. absence of pending or, to the best of SLEPknowledge, threatened litigation that couldreasonably be expected to have a Material AdverseEffect;

5. absence of any continuing breach or default underany Material Project Document or materialFinancing Agreement, except as may otherwise beagreed in the Financing Agreements;

6. that the Project is in compliance with the mostrecently provided construction schedules andbudgets for the Project, except where such non-compliance could not reasonably be expected tohave a Material Adverse Effect;

7. SLEP financial statements, prepared in accordancewith accounting principles generally accepted in[Carmen], truly and fairly reflect the financialposition of SLEP as of the dates of such financialstatements;

8. that the rights of the Lenders against SLEP underthe Financing Agreements rank and will rank atleastpari passu (as to priority of payment) with theclaims of all creditors of SLEP except to the extentsuch claims are preferred solely by any bankruptcy,

insolvency, liquidation or other similar laws ofgeneral application;;

9. that the Security Documents confer the liens withthe priority purported to be created thereby over theProject Security and such Project Security is notsubject to any prior security interests (other thanPermitted Liens) and subject, to regulatory


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approvals that may be necessary due to a change ofcontrol resulting from any foreclosure thereunder;

10. confirmation that all tax returns have been filed andtax payments made other than those (i) beingcontested in good faith by appropriate proceedingswithout thereby incurring material risk of theimposition of any lien (other than a Permitted Lien(to be defined), or the forfeiture or loss of theAuthorizations and, further, for the potentialliability in respect thereof adequate reserves aremaintained with respect thereto or (ii) thenonpayment of which would not have a MaterialAdverse Effect;

11. that the obligations of SLEP under the FinancingAgreements and Project Documents are legal, validand binding obligations enforceable in accordancewith their terms, subject to normal legalqualifications;

12. that SLEP is (i) in compliance in all materialrespects with its respective obligations relating toall employee benefit plans established, maintainedor contributed to by it, as required by law orotherwise, and (ii) does not have outstanding anyliabilities with respect to any such employee benefitplans which could reasonably be expected to have a

Material Adverse Effect;

13. that no strike, slowdown or stoppage is pending or,to the best of SLEP knowledge, threatened, againstSLEP or the Project that could reasonably beexpected to have a Material Adverse Effect;

14. that SLEP or Constructores in its name or in thename of SLEP has obtained all governmentregistrations, approvals and licenses necessary atthe time such representation is made to perform its

obligations under Material Project Documents andthe Financing Agreements and has made allpayments then required to have been made withrespect thereto, except for (i) any failure to soobtain any such registration, approval or license orfailure to make such payment which could notreasonably be expected to result in a MaterialAdverse Effect, and (ii) certain consents of third


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parties not within the control of SLEP as agreedwith the Lenders and set forth on a schedule to theCommon Terms Agreement (including any consentsnecessary for Phase II once the Phase II AvailabilityPeriod has commenced).

15. that the execution of the Financing Agreements bySLEP does not, and performance of its obligationsthereunder will not, contravene or result in anybreach of (i) its constitutive documents, (ii) anymaterial agreement to which it is party or (iii) anylaw, ordinance, rule, regulation or requirementapplicable to SLEP.

16. that SLEP will not be entitled to claim immunityfrom suit or other legal process.

17. No material Adverse Change shall have occurredwhen compared to the Relevant Business Conditionand be continuing in relation to SLEP or, from thedate of its audited financial statements for the fiscalyear ending December 31, 2003 in relation to anySponsor, to the extent that such Sponsor continuesto have obligations under the Sponsors ContributionAgreement or any Material Project Document.

Events of Default: The Common Terms Agreement shall include Events ofDefault usual and customary in a financing of this type,

including, without limitation, the following:

1. Failure to pay interest, principal or fees under anyCredit Facility when due, and such failure (in thecase of interest or fees) is not cured within five (5)business days.

2. Any representation or warranty by SLEP under anyFinance Document proves to have been untrue inany material respect when given, remains materialat the time in question, and if capable of remedy

shall remain unremedied for more than thirty (30)days from the date SLEP has knowledge that suchrepresentation or warranty was untrue in suchmaterial respect.

3. Bankruptcy, insolvency, winding-up (whether byway of voluntary arrangement or otherwise),liquidation, dissolution or similar proceedings, etc.,


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of any of SLEP or any of its subsidiaries from timeto time and the Sponsors except, as to the Sponsors(i) that such event occurs after a date to be agreedand such Sponsor's contribution required under theSponsors Contribution Agreement has been fully

performed, and (ii) to the extent that the Lenders arereasonably satisfied that any such bankruptcy,insolvency, etc., will not, or cannot reasonably beexpected to, result in the inability of SLEP toperform its obligations under the Material ProjectDocuments and the Financing Agreements.

4. Any Material Project Document or any FinancingAgreement shall be declared by a competent courtor any governmental authority in a final, non-applicable ruling or determination to be null andvoid or unenforceable or SLEP, shall allege thesame or repudiate any such documents.

5. Failure to comply with certain of the covenants (tobe agreed) contained in the Financing Agreements.

6. Failure to comply with any of (i) SLEP or theSponsors' obligations under the FinancingAgreements (other than as referred to in 5 above),or (ii) SLEP obligations under the ProjectAgreements, which the Lenders reasonablydetermine to be material and, if the same is capable

of remedy, remaining unremedied for more thanthirty (30) days from the date SLEP has knowledgeof same.

7. Entry of a final, non-appealable judgment againstSLEP in excess of an amount to be agreed thatremains unstayed or unsatisfied for sixty (60) ormore consecutive days.

8. Cross-defaults resulting from failure to pay, or anyother event permitting the acceleration of payment

of, other indebtedness of SLEP, subject to specifiedminimums.

9. Government action in the nature of condemnation,nationalization, seizure, or expropriation of all orsubstantially all of the property or other assets ofSLEP.


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10. Abandonment by SLEP of the Project or suspensionof or delay by SLEP for any reason in theconstruction or the operation of the Project (otherthan for breach by the GG, which breach is notremedied within one-hundred and fifty (150) days)

or for a force majeure event and such abandonmentor suspension continues for more than one-hundredand fifty (150) consecutive days.

11. SLEP fails to achieve the Agreed Build-out by adate or dates to be agreed.

12. Failure of the Sponsors, collectively, to (i) control,directly or indirectly, at least fifty-one percent(51%) of the equity of SLEP (measured both byeconomic interest and voting power) or (ii) maintaintheir ownership interests in SLEP in accordance

with any regulatory requirements of the Republic ofCarmen or any agency or political subdivisionthereof, until __________________.

13. A Material Adverse Change shall have occurred andbe continuing.

Remedies: Any time that an Event of Default shall be continuing, theRequired Lenders (to be defined) shall have the right, onnotice to SLEP, to: (i) suspend the commitments under theFacility Agreements; (ii) terminate any commitments under

the Facility Agreements; and/or (iii) declare amounts thenoutstanding under the Term Loan Facility immediately dueand payable. Enforcement of the Project Security under theFinancing Agreements shall be subject to the provisions ofthe Intercreditor Agreement.

Assignment or Syndication: The Lenders or any of them may assign and/or transfertheir participation, in part or in whole, in the Term LoanFacility, to any other institutions contemplated as beingLenders in this Term Sheet at their own cost (subject tocustomary provisions limiting SLEP obligations to payincreased costs incurred by an assignee).

Taxes: All amounts payable under the Facility Agreements will bepaid free and clear of all present and future taxes, stampand other social contributions, like duties, imposts,applicable transaction taxes, withholdings or otherdeductions whatsoever imposed by the government (or anyagency or instrumentality thereof) of Carmen or by anyjurisdiction by or through which payment is made. Should


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any such deductions be made, SLEP shall gross-up suchpayments, except where otherwise agreed, such that theLenders will receive the same payments as if no suchdeductions had been applied.

No Set-offs:All payments by SLEP or the Sponsors under the FinancingAgreements will be made without setoff or counterclaim ofany kind. Without limiting the foregoing, SLEP will not beentitled to setoff any amount owing by GG under theSupply Contract or otherwise against any amount payableby SLEP or the Sponsors under the Financing Agreements.

Cost and Yield Protection: The Facility Agreements shall contain customaryEurodollar loan provisions, including alternative interestrate, the withdrawal of the Lenders in the event ofsupervening illegality, increased costs of the Lenders;subject in each case to customary and reasonable mitigationobligations on the part of the Lenders concerned.

Governing Law: Laws of the State of New York shall govern the FacilityAgreements and the Financing Agreements (other than theSecurity Documents). Laws of the State of New York andof Carmen shall govern the other Project Documents andSecurity Documents, as relevant.

Jurisdiction: Non-exclusive jurisdiction of the courts of New York andCarmen. SLEP and the Sponsors will appoint a processagent in New York.

Miscellaneous Expenses: All out-of-pocket expenses and professional fees andexpenses incurred by the Lenders (including, withoutlimitation, legal and insurance fees, and any other advisoryor consultancy fees agreed upon between the Arrangers andSLEP) in connection with the negotiation, preparation,execution and syndication of the Facility Agreements andeach of the other Financing Agreements and in connectionwith any enforcement of any rights of the Lenders (or anyagent or trustee on their behalf) in relation thereto shall befor the account of SLEP.

Material Adverse Effect: A material adverse effect on (i) the ability of SLEP or anySponsor to observe and perform its obligations under theFinancing Agreements or the Project Documents (suchreference to the Project Documents being limited, in thecase of the Sponsors, to the Sponsor Agreements) inaccordance with the terms thereof; or (ii) the business,properties, prospects, assets, liabilities or financial


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condition of SLEP or the Project, (iii) the ability of anyLender to receive repayment, or of SLEP to repay, amountsunder the Term Loan Facility in U.S. Dollars or (iv) thelegality, validity, binding effect or enforceability of anyFinancing Agreements or the rights or remedies of the

Lenders therein described.

Material Adverse Change: A Material Adverse Effect which has occurred after thespecified date.