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Enron North America Project Motown March 2000

Enron North America Project Motown March 2000. Current MCN Ownership Structure. MCN Holding Company. 100%. MCN Energy Enterprises. 100%. 100%. 100%. 100%. CDC Ada Inc. MCN Ada GP Inc. Ludington Cogeneration Co. Ludington Cogeneration Holdings Ltd. 49.5% LP. Ada Cogeneration

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Enron North America Project Motown March 2000

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  1. Enron North AmericaProject MotownMarch 2000

  2. Current MCN Ownership Structure MCN Holding Company 100% MCN Energy Enterprises 100% 100% 100% 100% CDC Ada Inc. MCN Ada GP Inc. Ludington Cogeneration Co. Ludington Cogeneration Holdings Ltd. 49.5% LP Ada Cogeneration LP 0.5% GP 49.0% LP Michigan Power LP 1.0% GP

  3. Current Michigan Power Project Structure MCN Energy Company 100.0% 1 MCN Energy Enterprises Dynegy Fuel Supply Payment Is Subordinate to Debt Service By Agreement 100.0% Ludington Cogen Co. (LP) Ludington Cogen Holdings, Ltd. (GP) Michigan Cogen, Inc. (LP) Michigan Power, Inc. (GP) MichCon Gas Company* 49.0% 1.0% 49.0% 1.0% MCN Power Company (CDC)* Gas Transportation Agreement Michigan Power LP O&M Agreement Term Loan ($130.2 MM) Dynegy Operating Company Gas Sales Agreement 1 LIBOR + 112.5 - 200.0 bp ($50.0 MM SWAP @ 5.4975%) Agent (Barclays’) WC Line ($3.0 MM) Power Purchase Agreement Consumers Power Company LIBOR + 112.5 - 200.0 bp DSR Line ($7.1 MM) Steam Sales Agreement Dow Chemical Company *MCN AFFILIATES LIBOR + 112.5 - 200.0 bp

  4. Current Ada Project Structure MCN Energy Company Delta Power Company ConEd Development, Inc. 100.0% MCN Energy Enterprises Delaware LLC (LP) Delaware LLC (GP) 100.0% CDC Ada, Inc. (LP) MCNIC Ada GP, Inc. (GP) 49.5% 0.5% 49.5% 0.5% Gas Sales Agreement MichCon Gas Co. (MCN Affiliate) Gas Transportation Agreement Ada Cogen LP O&M Agreement GE Energy Plant Operations, Inc. Term Loan ($30.0 MM) Agent (ABN Amro) Power Purchase Agreement LIBOR + 87.5 to 100 bp Consumers Power Co. WC Revolver ($1.0 MM) Steam Sales Agreement Amway Corporation LIBOR + 87.5 to 100 bp

  5. Acquisition Structure Enron Amount Equal to Floating $ Fixed $ (Yield on Debt) Delta Power Company LLC Bank $1,735,000 (3% of PP as Equity Funding Plus $10,000 C-Corp Funding) 100% Interest $55,775,000 (97% of PP as Debt Funding) $10,000 White Pine Energy LLC (**) White Pine Preferred Holdings (C-Corp) P&I* @ Prime + 300 bp (“Floating $”) w/Equity Call Option 100% Interest 100% Interest Purchase Price (PP) = $57,500,000 MPPA LLC (**) CDC Ada Inc. MCNIC Ada GP Inc. Ludington Cogeneration Co. Ludington Cogeneration Holdings Ltd. Purchases 0.01% Preferred LP Interests NOTES: Newly Formed Entities (*) Funds in excess of the amount required to pay operating costs and Delta Power’s dividend are used to pay accrued interest and then out-standing principle on Bank loan. (**) Disregarded for Tax Purposes Ada Cogeneration LP Michigan Power LP 49.49% LP Interest 0.50% GP Interest 48.99% LP Interest 1.00% GP Interest $5,000 $5,000

  6. Operating Structure NOTES: Revenue Sources Costs: 1. Operating - Salary/Expenses CEO &CFO are employees of Delta Power pre-exercise 2. Operating - Corporate Services Agreement (CSA) Covers the provision of as accounting, tax, legal and other services (including benefits post-exercise) at “fair market value” 3. Dividend 4. Debt Service (I&P per “Waterfall”) Delta Power Company LLC Bank 4 3 1 2 Enron or Designee White Pine Energy 2-3 Employees (DPC CEO, President & VP/Treasurer) 2 Member Board of Directors White Pine Preferred Holdings GP/LP Distributions (Variable) Consulting Service Fees (Retainer + Cost) MGP Fees ($206,000/yr) CDC Ada Inc. MCNIC Ada GP Inc. Ludington Cogeneration Co. Ludington Cogeneration Holdings Ltd. Preferred LP Distributions (Variable) MPPA LLC Ada Cogeneration LP Michigan Power LP 49.49% LP Interest 0.50% GP Interest 48.99% LP Interest 1.00% GP Interest

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