US$25,000,000 Maturity: May 27, 1999
FOR THE VALUE RECEIVED, Enron Gas & Oil Trinidad Limited (the "Borrower"), a corporation organized
under the laws of Trinidad & Tobago, promises to pay to the order of The Bank of Nova Scotia (the "Bank"), a
banking corporation organized and existing under the laws of Canada, at the principal offices of the Bank, Plaza
Scotiabank Building, 273 Ponce de Leon Avenue, Hato Rey, San Juan, Puerto Rico, or such other place that the
Bank may designate, the principal sum of US$25,000,000 in lawful currency of the United States of America or,
if less, the aggregate unpaid principal amount of the Advance (as defined in the Letter Loan Agreement dated
May 27, 1994 between the Borrower and the Bank, such Letter Loan Agreement as amended from time to time
being herein referred to as the "Loan Agreement") owing to the Bank outstanding on the Maturity Date.
The principal of this obligation will be repaid in one installment due on May 27, 1999.
Interest will accrue and be payable on the outstanding principal balance of this obligation from this date on at the
following alternative rates:
1. The cost of 30, 60, 90 or 180 day 936 Deposits to the Bank (as determined by the Bank and adjusted for the
cost to the Bank of municipal license taxes), plus 50 basis points per annum (subject to the availability of 936
Deposits and to the continuing qualification of the Loan for 936 funding) (the "936 Option Rate");
2. 1, 2, 3, or 6 months cost of LIBOR to the Bank plus 50 basis points per annum (subject to the availability of
LIBOR funds) ( the "LIBOR Option Rate").
3. If both 936 Deposits and LIBOR funds become unavailable or may not be used, the applicable interest rate
will be the Base Rate fluctuating concurrently with any changes in such Base Rate.
4. Notwithstanding anything to the contrary provided in paragraphs (1) and (2) above, at any time during the term
of the Loan, the Borrower may request the Bank to fix the rate of interest on