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BENEFITS TO ENRON SUMMARY

Deal Name: Raptor 3 (TNPC) Dollar Amount: $30.0 million
Date Completed: 9/30/00
Description of Transaction: Investment in structured finance vehicle used to hedge
mark-to-market volatility of EES's stake in The New Power Company

Enron Business Unit Benefited: EES

Did the deal result in a direct or indirect benefit to Enron: Direct and Indirect

Primary Benefit: Protection of total return swap exposure in Hawaii 125-0 of EES's
TNPC stake

Funds Flow Direct: Funds Flow Indirect:

Earnings Direct: Earnings Indirect: $196 million

Fees Saved : $2-3 million (investment bank fees avoided)

Other equity investors bidding on the transaction :

1. None
2.
3.
* indicate whether our purchase was on the same terms as the other equity purchasers.

Did the deal close with LJM? yes

If not, why?

*indicate whether the reason was driven by Enron or LJM.

Other benefits to Enron :
• Accomodation on derivative approval
• Confidentiality
• Structuring capabilities

Compiled by: Chris Loehr

ASF CW 000729

EXH027-00049

GOVERNMENT
EXHIBIT
  1372
  Crim. No. H-04-25 (S-2)


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Raptor III Key Variables:

Currently trading at $10.25

Enron break even to sustain no impairment was $9.11 at 12/31/200 0
TNPC stock in three years at $17.67 = receipt of $30 million back end
TNPC stock in three years at $16.96 = receipt of $0 million back end

D

CO
C-)
0
0
0
CA)
0

EXH027-00050


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Benefits to Enron Corp
The following are benefits to Enron from a merger of Raptors I, II and IV which no
distributions to LJM.

1. Resolves the potential impairment of the Raptor I note. The vehicle's credit capacity is
negative $107 million.

2. Maintains an additional $323 million of credit capacity within the merged vehicles.

3. Provides $694 million of notional capacity to write derivatives which is $170 million
more than exists when the vehicles are seperate.

4. Enron has avoided $433.5 million of unrealized losses because of the Raptor vehicles.

5. Enron has avoided $73 million of realized losses because of the Raptor vehicles.

ASF_CW 000731

EXH027-00051