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MEMORANDUM <br />TO: Members of Cities Aggregation Power Project, Inc. and South Texas Aggregation <br />Power Project, Inc. <br />FROM: Board of Directors, Cities Aggregation Power Project, Inc. ("CAPP") <br />Board of Directors, South Texas Aggregation Power Project, Inc. ("STAP") <br />DATE: September 10, 2008 <br />SUBJECT: Risks and Considerations Disclosure to CAPP and STAP Members Potentially <br />Participating in the Long Term Power Purchase Agreement MUST BE <br />ACKNOWLEDGED BY EACH PARTICIPATING MEMBER <br />This disclosure memorandum is intended to discuss some of the risks and considerations <br />involved in (i) the proposed long term power purchase agreement ("PPA") between CAPP and <br />Luminant Generation Company, LLC, Big Brown Power Company LLC and Oak Grove <br />Management Company, LLC (collectively, "Seller") to provide electric capacity and energy to <br />the members of CAPP who choose to participate in the financing of the PPA ("Participating <br />Members") and (ii) the proposed CAPP-Participating Member Energy Sales Contract (the <br />"Member Contract"), by which a Participating Member participates in the PPA. Such risks and <br />considerations are not organized in any particular order of importance and each potential <br />Participating Member must review and assess the whole of this memorandum. <br />THIS MEMORANDUM IS NOT 1NTENDED TO PROVIDE A DETAILED <br />EXPLANATION OF THE PPA MEMBER CONTRACT OR CAPP CONTRACT REVENUE <br />BOND TRANSACTION OR TO PROVIDE; AN ECONOMIC AND BUSINESS ANALYSIS <br />OF SUCH TRANSACTION. <br />THIS MEMORANDUM IS NOT, AND IS NOT INTENDED TO BE, A COMPLETE <br />DISCUSSION OF ALL MATERIAL RISKS AND CONSIDERATIONS INVOLVED WITH <br />THE PPA AND THE MEMBER CONTRACT. NO REPRESENTATION IS MADE BY <br />CAPP, STAP OR THEIR RESPECTIVE LE(JAL COUNSELS AND OTHER CONSULTANTS <br />THAT ALL MATERIAL RISKS AND CONSIDERATIONS ARE DISCUSSED OR <br />DESCRIBED IN THIS MEMORANDUM. <br />Each potential Participating Member is advised to undertake its own assessment of the <br />PPA, the Member Contract and the contemplated transactions described therein and herein. <br />Copies of the most current forms of the PPA and the Member Contract are available from <br />CAPP. In addition, this memorandum references certain external documents, reports and filings <br />which CAPP will assist any potential Participating Member in obtaining; however, neither <br />CAPP, STAP, their respective legal counsel and other consultants make any representation or <br />warranty with respect to the information, statements or analysis contained in any such sources, as <br />of the date of any such source or as of the date of this memorandum. <br />a UoUulGli <br />