1. [Raptor III] Financing
August [_], 2000
ASF
Enron Corp.
(Oregon Corp.)
LJM2
Capital
Management LLC
(Delaware LLC)
Other Investors
LJM2
Capital
Management LP
(Delaware LP)
GP Interest
100%
Other Investors
LJM2
Co-Investment LP
(Delaware LP)
Enron Energy
Services, Inc.
(Delaware Corp.)
GP Interest
.01%
100% Vote
100%
Other Investors
.01%
100% Vote
[LJM2-
Talon II] LLC
(Delaware LLC)
Managing Member
[Harrier II] LLC
(Delaware LLC)
Member Interest
Member Interest (Debt for tax)
Derivatives* (1)
[Talon II] LLC
(Delaware LLC)
BSCS XXIII, Inc.
(Delaware Corp.)
$50 MM Harrier Note
Management Duties
(Per LLC Agreement)
$400 MM Talon Revolving Note (Capped at $1 BB)
Transaction Steps
1. EES will contribute its
99.99% non-voting interest in Fallback Trust
to [Harrier II] in exchange for a member
interest in [Harrier II].
2. [Harrier II] will contribute the
99.99% non-voting interest in Fallback Trust to [Talon II] in exchange for a member
interest in [Talon II].
3. Following an initial public offering by New Power Company, EES will make a capital contribution of $50M to [Harrier II].
4. [Harrier II] will use the $50M received from EES to pay off the $50M Harrier Note.
5. Talon II will make a cash distribution to [LJM2-Talon II] LLC in the amount of
$[50]M in satisfaction of its agreed return.
99.99%
Fallback Trust
99.99%
Warrant Trust
[120,000 Warrants of the New Power Company $2,150/warrant]
Revised by JBV: 8/30/2000