______________________________________________________________________________

PURCHASE AGREEMENT
among

HARRIER I LLC,
and
LJM2-TALON, LLC

and, for the limited purposes of Section 9.03 hereof,

LJM2 Co-Investment, L.P.

Dated as of September ___, 2001
______________________________________________________________________________

TABLE OF CONTENTS
ARTICLE 1
Definitions
1.01	Defined Terms	1
1.02	Terminology	1
ARTICLE 2
PURCHASE AND SALE OF MEMBERSHIP
INTEREST; CLOSING
2.01	Purchase and Sale of Membership Interest	2
2.02	The Closing	2
2.03	Actions To Be Taken At Closing	2
2.04	Effectiveness of the Disposition	2
Purchaser and Seller hereby agree that the Disposition evidenced by this Agreement shall be effective on and as of the Closing.	2
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
3.01	Organization and Good Standing	2
3.02	Authority and Approval	3
3.03	No Violations	3
3.04	Brokerage Agreements	3
3.05	Ownership and Disposition of Membership Interest	3
3.06	Talon LLC Agreement Representations	4
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
4.01	Organization; Existence and Capitalization	4
4.02	Authority and Approval	4
4.03	No Violations	4
4.04	Litigation	5
4.05	Consents and Approvals	5
4.06	Additional Representations Regarding Purchaser	5
4.07	Brokerage Agreements	5
ARTICLE 5
ADDITIONAL AGREEMENTS AND COVENANTS
5.01	Covenants of Purchaser	5
5.02	Covenants of Seller	65
ARTICLE 6
CONDITIONS TO CLOSING
6.01	Conditions to the Obligations of Purchaser	6
6.02	Conditions to the Obligations of Seller	6
ARTICLE 7
TERMINATION
7.01	Grounds for Termination	7
7.02	Effect of Termination	87
ARTICLE 8
INDEMNIFICATION
8.01	Indemnification of Purchaser	8
8.02	Indemnification of Seller	8
8.03	Survival	8
8.04	Indemnification Procedures	8
8.05	Limitation on Recovery of Certain Types of Damages	10
ARTICLE 9
MISCELLANEOUS
9.01	Arbitration	10
9.02	Expenses	12
9.03	Termination of Management Services Agreement	12
9.04	Entire Agreement	12
9.05	Choice of Law; Headings	12
9.06	Amendments	12
9.07	Further Assurances	12
9.08	Successors and Assigns	12
9.09	Severability	12
9.10	Counterparts	1312
9.11	Notices	13
9.12	Tax Characterization.   [To Come]	13

PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of September, 2001, by and among Harrier I LLC, a Delaware limited liability company (“Purchaser”), LJM2-Talon, LLC, a Delaware limited liability company (“Seller”), and for the sole purpose of Section 9.03 hereof, LJM2 Co-Investmentinvestment, L.P., a Delaware limited partnership. 

RECITAL
Talon I LLC ("Talon"), is a Delaware limited liability company, whose Manager is BSCS XXIII, Inc., a Delaware corporation ("BSCS"), and whose only members are the Purchaser and the Seller.  Subject to the terms and conditions set forth herein, Seller desires to sell to Purchaser, and Purchaser desires to acquire from Seller, all of Seller's membership interest in Talon.

AGREEMENTS
NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants, agreements and conditions contained herein, the parties hereto hereby agree as follows:
ARTICLE 1	
Definitions
1.01	Defined Terms.  Each capitalized term used herein shall have the meaning given such term in Attachment I hereto, which is incorporated herein by reference and shall be deemed to be a part of this Agreement for all purposes.
1.02	Terminology.  All article, section, subsection, schedule and exhibit references used in this Agreement are to this Agreement unless otherwise specified.  All schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein.  Unless the context of this Agreement clearly requires otherwise, (a) the singular shall include the plural and the plural shall include the singular wherever and as often as may be appropriate; (b) references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; (c) references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) the words “hereof,” “herein,” “hereunder,” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear; (f) references to Persons includes their respective permitted successors and assigns and, in the case of a Government Authority, Persons succeeding to the respective functions and capacities of such Government Authority; and (g) when reference is being made to a date or time,  the word “from” shall mean “from and including” and the word “to” shall mean “to but not including.”  Currency amounts referenced herein are in United States Dollars.  
ARTICLE 2	
PURCHASE AND SALE OF MEMBERSHIP
INTEREST; CLOSING
2.01	Purchase and Sale of Membership Interest.  Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller agrees to sell and deliver the Membership Interest to Purchaser, and Purchaser agrees to purchase and acquire the Membership Interest from Seller, in exchange for payment by Purchaser to Seller of cash consideration equal to $_____________ (the “Purchase Price”).  The Purchase Price shall be paid by Purchaser to Seller on the Closing Date.  All payments in respect of the Purchase Price shall be made by wire transfer of immediately available funds to an account designated in writing by the Seller[, which designation shall be made at least one Business Day prior to the Closing Date].
2.02	The Closing.  The closing of the transactions contemplated by this Agreement (“Closing”) shall take place at the offices of Enron Corp., 1400 Smith Street, Houston, Texas, at 10:00 a.m., local time, on the later to occur of (a) __________,September 25, 2001, and (b) the Business Day following the date on which all of the conditions set forth in Article 6 have been satisfied or waived.  The date on which Closing actually occurs shall be referred to herein as the “Closing Date.”
2.03	Actions To Be Taken At Closing.  At Closing, the following shall occur:
(a)	Effective as of the Closing (and upon payment of the Purchase Price therefor, as described in Section 2.01) Seller hereby assigns all of its right, title and interest in and to the Membership Interest to Purchaser.  Effective as of the Closing, Purchaser will be deemed to have waived the requirements of Section 3.2(c) of the Amended and Restated Limited Liability Company Agreement of Talon I LLC (the "Talon LLC Agreement"), dated as of April 18, 2000; and
(b)	Purchaser shall pay the Purchase Price to Seller as contemplated by Section 2.01.
2.04	Effectiveness of the Disposition  Purchaser and Seller hereby agree that the Disposition evidenced by this Agreement shall be effective on and as of the Closing.
ARTICLE 3	
REPRESENTATIONS AND WARRANTIES OF SELLER
	Seller hereby represents and warrants to Talon and to Purchaser as follows:
3.01	Organization and Good Standing.  Seller is a limited liability company that has been duly formed and is validly existing and in good standing under the laws of Delaware and has all requisite power and authority to execute this Agreement and any Related Agreements to which it is a party and consummate the transactions contemplated hereby.
3.02	Authority and Approval.  Seller has all requisite limited liability company and other power and authority to (i) execute and deliver this Agreement and, to the extent it will be a party thereto, the Related Agreements and (ii) consummate the transactions contemplated hereby and thereby and perform all the terms and conditions hereof and thereof required to be performed by it.  The execution, delivery and performance by Seller of this Agreement and the Related Agreements to which it is a party has been duly authorized by all requisite action.  This Agreement does, and all Related Agreements required hereunder to be executed and delivered by Seller at Closing will when executed, constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by Creditors’ Rights.
3.03	No Violations.  Except for consents, approvals or waivers that have already been obtained, the execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby and thereby, will not:
(a)	conflict with, result in a breach of or require the consent of any Person under the Organizational Documents of Seller;
(b)	(i) violate any provision of any Legal Requirement applicable to or binding upon Seller or (ii) require any filing by Seller with, or require Seller to obtain any consent, authorization or approval from, any Governmental Authority; or
(c)	conflict with, result in a breach of, constitute a default under (without regard to requirements of notice or the lapse of time or both), require any consent of or notice to a third party under or give rise to a right to terminate, cancel or accelerate (i) any material mortgage, indenture, loan, credit agreement or other agreement or instrument evidencing indebtedness for borrowed money to which Seller is a party or by which Seller is bound or to which its properties are subject, (ii) any material arbitration award, judgment, decree or order of any Governmental Authority or arbitral body, as the case may be, to which Seller is a party or by which Seller is bound or to which its properties are subject, or (iii) any material contract to which Seller is a party or by which it is bound.
3.04	Brokerage Agreements.  Neither Seller nor any of its Affiliates have entered into any agreement with any Person that provides for the payment of any commission, brokerage or "finder's" fee arising out of the transactions contemplated by this Agreement for which Purchaser, Talon or any of their respective Affiliates might have any liability or obligation.
3.05	Ownership and Disposition of Membership Interest.  Immediately prior to the Disposition evidenced by this Agreement, Seller was the record and beneficial owner of the Membership Interest and pursuant to this Agreement Seller has sold, conveyed and assigned to Purchaser good and valid title to the Membership Interest free and clear of any liens, encumbrances, charges or claims whatsoever other than those arising under the Talon LLC Agreement.  Since the execution of the Talon LLC Agreement, Seller has not, prior to the execution of this Agreement, assigned or conveyed any interest in Talon or the Membership Interest to any Person.
3.06	Talon LLC Agreement Representations.  (i)	Seller is not retaining any interest in Talon and will have no right to any distributions from Talon after giving effect to the Disposition evidenced by this Agreement, (ii) except as may be a result of action taken by Purchaser, or Talon not contemplated by this Agreement, the Disposition evidenced by this Agreement is being made in accordance with all applicable Legal Requirements, (iii) except as may be a result of action taken by Purchaser or Talon not contemplated by this Agreement, the Disposition is being made pursuant to a valid exemption from registration under the Securities Act and any applicable state securities laws and in accordance with such laws, and (iv) after giving effect to the Disposition, Talon will not be required to register as an investment company within the meaning of the Investment Company Act of 1940.
ARTICLE 4	
REPRESENTATIONS AND WARRANTIES
OF PURCHASER
	Purchaser hereby represents and warrants to Talon and, as to Sections 4.01 - 4.05 and 4.07, to Seller as follows:
4.01	Organization; Existence and Capitalization.  Purchaser is an entity that has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite entity power and authority to carry on its business as now being conducted and (b) duly licensed or qualified to do business and is in good standing in all jurisdictions in which the nature of the business now conducted by it requires it to be so qualified.  Purchaser has delivered to Talon a true, correct and complete copy of its Organizational Documents.
4.02	Authority and Approval.  Purchaser has all requisite entity and other power and authority to execute and deliver this Agreement and all other Related Agreements to which it is or will be a party.  The execution and delivery of this Agreement and any such Related Agreements by Purchaser, the performance by it of all the terms and conditions hereof and thereof to be performed by it, and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action on the part of Purchaser.  This Agreement does, and the Related Agreements will, when executed, constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser (to the extent Purchaser is a party thereto) in accordance with their respective terms, except as such enforceability may be limited by Creditors’ Rights.
4.03	No Violations.  The execution, delivery and performance by Purchaser of this Agreement and each Related Agreement to which it is or will be a party do not violate any provision of or constitute a default (without regard to any requirement of notice or the lapse of time or both) or require any filing or consent under the Organizational Documents of Purchaser, any Legal Requirement to which Purchaser is subject, or any provision of any indenture, mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Purchaser is a party or by which Purchaser or its assets or properties are bound.
4.04	Litigation.  There are no actions, suits, proceedings or governmental investigations or inquiries pending, or to the knowledge of Purchaser, threatened, against Purchaser that, if adversely determined, would delay, prevent or hinder the consummation of the transactions contemplated hereby or have a material adverse effect on the assets, liabilities, results of operation, financial condition or business of Purchaser.  [Why doesn't Seller make this representation?]
4.05	Consents and Approvals.  No consent, waiver, approval or authorization of, or declaration, designation, filing, registration or qualification with, any Governmental Authority, or any other Person or Entity, is required to be made or obtained by Purchaser in connection with its execution, delivery and performance of this Agreement and any Related Agreements to which it is or will be a party.  [Why doesn't Seller make this representation?]
4.06	Additional Representations Regarding Purchaser.  (i)  Except as may be a result of action taken by Seller not contemplated by this Agreement, the Disposition evidenced by this Agreement is being made in accordance with all applicable Legal Requirements, (ii) except as may be a result of action taken by Seller not contemplated by this Agreement, the Disposition is being made pursuant to a valid exemption from registration under the Securities Act and any applicable state securities laws and in accordance with such laws, and (iii) after giving effect to the Disposition, Talon will not be required to register as an investment company within the meaning of the Investment Company Act of 1940.
4.07	Brokerage Agreements.  Neither Purchaser nor any of its Affiliates have entered into any agreement with any Person that provides for the payment of any commission, brokerage or “finder’s” fee arising out of the transactions contemplated by this Agreement for which Talon, Seller or their respective Affiliates might have any liability or obligation.
ARTICLE 5	
ADDITIONAL AGREEMENTS AND COVENANTS
5.01	Covenants of Purchaser.  Purchaser covenants and agrees with Seller and Talon as follows:
(a)	Public Announcements. At all times [until the Closing], Purchaser shall not make any public announcement or issue any press release (which shall not include communications and filings with Governmental Authorities) with respect to this Agreement or the transactions contemplated hereby [without the prior written approval of Seller].
5.01	Covenants of PurchaserReasonable  Purchaser covenants and agrees with Seller and Talon that Efforts.  Purchaser will use Reasonable Efforts to obtain the satisfaction of the conditions to Closing set forth in Article 6 that are within the reasonable control of Purchaser.
5.02	Covenants of Seller.  Seller covenants and agrees with Purchaser and Talon as follows:
(a)	Public Announcements.  At all times [until the Closing], Seller shall not make any public announcement or issue any press release (which shall not include communications and filings with Governmental Authorities) with respect to this Agreement or the transactions contemplated hereby [without the prior written approval of Purchaser], which approval shall not be unreasonably withheld, conditioned or delayed.
(b)	Reasonable Efforts.  Seller will use Reasonable Efforts to obtain the satisfaction of the conditions to Closing set forth in Article 6 that are within the reasonable control of Seller.
ARTICLE 6	
CONDITIONS TO CLOSING
6.01	Conditions to the Obligations of Purchaser.  The performance by Purchaser of its obligations hereunder shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Purchaser:
(a)	Representations and Warranties.  The representations and warranties of Seller contained in Article 3 shall, except for such changes as are contemplated by this Agreement, be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date.
(b)	Compliance with Covenants.  Seller shall have complied in all material respects with all of its covenants and obligations required to be performed by it on or before the Closing Date pursuant to the terms hereof (it being agreed that this condition shall be deemed not to be satisfied if Seller shall have failed to perform any of its obligations under Section 2.03).
(c)	Litigation.  There shall not be pending any litigation or proceeding (filed by a Person other than Purchaser, or its members, partners or shareholders, Talon or their respective Affiliates) to restrain or prohibit the transactions contemplated by this Agreement or to obtain material damages or other material relief from Purchaser or Talon in connection with the consummation of such transactions.
(d)	No Orders.  The Closing hereunder shall not violate any order or decree of any Governmental Authority having competent jurisdiction over the transactions contemplated by this Agreement or be prohibited by any applicable Legal Requirement.
(e)	Concurrent Closings.  The consummation of the transactions contemplated by those certain three other purchase agreements of even date herewith among (i) Grizzly I LLC, LJM2-Timberwolf, LLC and LJM2 Co-investment, L.P., (ii) Pronghorn I LLC, LJM2-Porcupine, LLC and LJM2 Co-investment, L.P., and (iii) Roadrunner I LLC, LJM2-Bobcat, LLC and LJM2 Co-investment, L.P. shall occur simultaneously with the Closing.
6.02	Conditions to the Obligations of Seller.  The obligation of Seller to proceed with the Closing contemplated hereby shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Seller:
(a)	Representations and Warranties.  The representations and warranties of Purchaser contained in Article 4 shall, except for such changes as are contemplated by this Agreement, be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date.
(b)	Compliance With Covenants.  Purchaser shall have complied in all material respects with all covenants and agreements of Purchaser required to be performed on or before the Closing Date pursuant to the terms hereof (it being agreed that this condition shall be deemed not to be satisfied if Purchaser shall have failed to perform any of its obligations under Section 2.03).
(c)	Litigation.  There shall not be pending any litigation or proceeding (filed by a Person other than Seller, its members or their Affiliates) to restrain or prohibit the transactions contemplated by this Agreement or to obtain material damages or other material relief from Seller in connection with the consummation of such transactions.
(d)	No Orders.  The Closing hereunder shall not violate any order or decree of any Governmental Authority having competent jurisdiction over the transactions contemplated by this Agreement or be prohibited by any applicable Legal Requirement.
ARTICLE 7	
TERMINATION
7.01	Grounds for Termination.  This Agreement and the rights and obligations of the parties hereunder may be terminated at any time prior to the Closing:
(a)	by the mutual written agreement of Seller and Purchaser;
(b)	by either Seller or Purchaser, by written notice thereof to the other parties hereto if the Closing shall not have occurred on or before 12:00 Midnight, Central Standard Time, on ________,September 28, 2001; or
(c)	by Seller or Purchaser, by written notice thereof to the other party if (i) a final non-appealable judgment has been entered against such party or any of its Affiliates restraining, prohibiting or declaring illegal the transactions contemplated hereby or (ii) an order, decree or judgment of any Governmental Authority having competent jurisdiction has been entered against such party or any of its Affiliates enjoining, restraining or otherwise preventing, or awarding substantial damages to third parties in connection with, the Closing;
provided, however, that a party shall not be allowed to exercise any right of termination pursuant to this Section 7.01 if the event giving rise to such right shall be due to the failure of such party to perform or observe in any material respect any of the covenants or agreements set forth herein to be performed or observed by such party.
7.02	Effect of Termination.  If this Agreement and the rights and obligations of the parties hereunder are terminated pursuant to Section 7.01, this Agreement and the rights and obligations of the parties hereunder shall become void and of no further force or effect, except as follows:
(a)	If any party is in default of its obligations hereunder at the time such termination occurs, such defaulting party shall continue to be liable hereunder for Damages in respect of such default;
(b)	The provisions of this Section 7.02 and of Sections  3.04, 4.074.07, 5.02 and Article 8 shall survive any such termination.
ARTICLE 8	
INDEMNIFICATION
8.01	Indemnification of Purchaser.  Seller hereby agrees to indemnify, defend and hold harmless Purchaser and its members, partners, shareholders, officers and authorized representatives  (such parties being herein referred to as the “Purchaser Indemnified Parties”) from and against any and all Damages sustained by such Purchaser Indemnified Parties arising out of or resulting from the breach by Seller of its representations, warranties and covenants under this Agreement; provided, however, that in no event shall the aggregate liability of Seller under this Section 8.01 exceed an amount equal to the portion of the Purchase Price paid to the Seller pursuant to Section 2.01.  The indemnification set forth in this Section 8.01 shall be the sole remedy of the Purchaser Indemnified Parties with respect to any breach by Seller of its representations, warranties and covenants under this Agreement.
8.02	Indemnification of Seller.  Purchaser agrees to indemnify, defend and hold harmless Seller and its members, officers and authorized representatives (such parties being herein referred to as the “Seller Indemnified Parties”) from and against any and all Damages sustained by such Seller Indemnified Parties arising out of or resulting from any breach of any of the representations, warranties and covenants of Purchaser under this Agreement; provided, however, that in no event shall the aggregate liability of Purchaser pursuant to this Section 8.02 exceed the Purchase Price.  The indemnification set forth in this Section 8.02 shall be the sole remedy of the Seller Indemnified Parties with respect to any breach by Purchaser of its representations, warranties and covenants under this Agreement.
8.03	Survival.  The representations, warranties, covenants and obligations of the parties under this Agreement (including indemnity obligations) shall survive the Closing; provided, however, that any claim with respect to the breach thereof may be made only if the party claiming such breach shall have notified the responsible party hereunder (a) in the case of the representations and warranties (and related indemnity obligations) of Purchaser under this Agreement on or before the date which is 180 days following the Closing Date and (b) at any time in the case of all other provisions.
8.04	Indemnification Procedures.  (a)  If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Agreement, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.
	(b)	The Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party elects to assume the defense of such Third-Party Claim, (ii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently.

	(c)	So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8.04(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or the issuance of an injunction, the granting of equitable relief or any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).

	(d)	In the event any of the conditions in Section 8.04(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), except that the Indemnified Party shall be obligated to take reasonable steps to defend against such Third-Party Claim and obtain consent from the Indemnifying Party in connection with any settlement thereof if the Indemnifying Party has notified the Indemnified Party that the Indemnifying Party does not dispute its obligation to indemnify the Indemnified Party with respect to such Third-Party Claim under this Article 8, (ii) if the Indemnifying Party does not dispute its liability under Section 8.01 or 8.02 with respect to such Third Party Claim, the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (subject to the limitations set forth in Sections 8.01 and 8.02) for the costs of defending against such Third Party Claim (including reasonable attorneys fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article 8.

	(e)	The Indemnified Party shall provide to the Indemnifying Party on written request all information and documentation reasonably necessary to support and verify any Damages which the Indemnified Party believes give rise to a claim for indemnification hereunder and shall give the Indemnifying Party reasonable access to all books, records and personnel in the possession or under the control of the Indemnified Party which would have bearing on such claim.
8.05	Limitation on Recovery of Certain Types of Damages.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN CONNECTION WITH ANY INDEMNITY CLAIM MADE BY A PARTY AGAINST ANOTHER PARTY HEREUNDER, THE CLAIMING PARTY SHALL NOT BE ENTITLED TO RECOVER (a) ANY DAMAGES THAT ARE ATTRIBUTABLE TO THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR WILFUL MISCONDUCT OF THE CLAIMING PARTY OR (b) ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY EXEMPLARY DAMAGES, TREBLE DAMAGES, PENALTIES, OR LOSS OF PROFITS OR INCOME), WHETHER BASED ON STATUTE, IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES MAY BE AVAILABLE UNDER APPLICABLE LAW OR OTHERWISE, AND WHETHER OR NOT ARISING FROM A PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, THE PARTIES HERETO HEREBY WAIVING THEIR RIGHT, IF ANY, TO RECOVER SUCH DAMAGES IN CONNECTION WITH ANY CLAIMS HEREUNDER.
ARTICLE 9	
MISCELLANEOUS
9.01	Arbitration(a)	  Agreement to Arbitrate.  If Purchaser and Seller are unable to resolve any claim, demand, controversy, dispute or other matter in question arising out of, or relating to, this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement or the relationship between the parties created by this Agreement, whether sounding in contract, tort or otherwise, whether provided by statute or the common law, for damages or any other relief (any such claim, demand, controversy, dispute or other matter in question, a “Dispute”), on or before the 30th day following the receipt by Seller or Purchaser or of written notice of such Dispute from the other party, which notice describes in reasonable detail the nature of the dispute and the facts and circumstances relating thereto, Seller or Purchaser may, by delivery of written notice to the other parties, require that a senior officer of Seller and of Purchaser meet at a mutually agreeable time and place in an attempt to resolve such Dispute.  Such meeting shall take place on or before the 15th day following the date of the notice requiring such meeting, and if the Dispute has not been resolved within 15 days following such meeting, Seller or Purchaser may cause such Dispute to be resolved by binding arbitration by submitting such Dispute for arbitration within 30 days following the expiration of such 15-day period.
(b)	Rules of Arbitration.  Except as modified in this Agreement, the arbitration shall be conducted in accordance with the rules of arbitration of the Federal Arbitration Act and, to the extent an issue is not addressed by the federal law of arbitration, by the Commercial Arbitration Rules of the American Arbitration Association.  The arbitration proceeding shall be conducted in Houston, Texas.  The validity, construction, and interpretation of this agreement to arbitrate, and all procedural aspects of the arbitration conducted pursuant to this agreement to arbitrate, including but not limited to, the determination of the issues that are subject to arbitration (i.e., arbitrability), shall be decided by the arbitrators.  In deciding the substance of the parties’ Dispute, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas conflict-of-law rules or principles that might call for the application of the law of another jurisdiction).  
(c)	Selection of Arbitrators.  When a Dispute has been submitted for arbitration, within 30 days of such submission, Purchaser will choose an arbitrator and Seller will choose an arbitrator, and a third neutral arbitrator will be selected unanimously by the two arbitrators chosen by the parties.  While the third arbitrator shall be neutral, the two party-appointed arbitrators are not required to be neutral and it shall not be grounds for removal of either of the two party-appointed arbitrators or for vacating the arbitrators' award that either of such arbitrators has past or present minimal relationships with the party that appointed such arbitrator.  Evident partiality on the part of an arbitrator exists only where the circumstances are such that a reasonable person would have to conclude there in fact existed actual bias and a mere appearance or impression of bias will not constitute evident partiality or otherwise disqualify an arbitrator.  Minimal or trivial past or present relationships between the neutral arbitrator and the party selecting such arbitrator or any of the other arbitrators, or the failure to disclose such minimal or trivial past or present relationships, will not by themselves constitute evident partiality or otherwise disqualify any arbitrator.  The Dispute shall then be resolved by majority vote of the three arbitrators.  If the arbitrator chosen by Purchaser and the arbitrator chosen by Seller cannot agree upon a third independent arbitrator within 30 days of their appointment, either party may apply to any United States District Judge for the Southern District of Texas, Houston Division, who shall appoint the third arbitrator.
(d)	Enforcement.  All the parties hereto agree that an action to compel arbitration pursuant to this Agreement may be brought in the appropriate Texas court and in connection therewith the laws of the State of Texas shall control.  Application may also be made to such court for confirmation of any decision or award of the arbitrators, for an order of enforcement and for any other remedies which may be necessary to effectuate such decision or award.  All the parties hereto hereby consent to the jurisdiction of the arbitrators and of such court and waive any objection to the jurisdiction of such arbitrator and court.
(e)	Arbitration Expenses.  One or more of the parties to any arbitration proceeding commenced hereunder shall be entitled, as a part of the arbitration award, to the costs and expenses (including reasonable attorneys’ fees and interest on any award) of investigating, preparing and pursuing an arbitration claim as such costs and expenses are awarded by the arbitration panel.
(f)	Other Arbitration Matters.  Only actual damages may be awarded.  It is expressly agreed that the arbitrators shall have no authority to award treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under the applicable law.  All proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential by the parties.
9.02	Expenses.  All legal and other costs and expenses in connection with this Agreement and the transactions contemplated hereby shall be paid by SellerPurchaser. 
9.03	Termination of Management Services Agreement.  LJM2 Co-Investmentinvestment, L.P. acknowledges that, effective upon the Closing, the Management Services Agreement dated as of April 18, 2000 between BSCS and SellerLJM2 Co-investment, L.P. shall terminate pursuant to Section 1(iii) thereof.  
9.04	Entire Agreement.  This Agreement and the attached schedules and exhibits, the agreements and documents to be executed pursuant hereto set forth the entire agreement and understanding of the parties in respect of the transactions contemplated by this Agreement and supersede all prior agreements, arrangements and undertakings (oral or written) relating to the transactions contemplated by this Agreement.
9.05	Choice of Law; Headings.  THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXASDELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
9.06	Amendments.  This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or, in the case of a waiver, by or on behalf of the party waiving compliance.  The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right at a later time to enforce the same.  No waiver by any party of any condition, or of any breach of any term, covenant, representation or warranty contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation or warranty.
9.07	Further Assurances.  Each party agrees to execute such further instruments or documents as any other party may from time to time reasonably request in order to confirm or carry out the transactions contemplated in this Agreement; provided that no such instrument or document shall expand a party’s obligations or liabilities beyond that contemplated in this Agreement.
9.08	Successors and Assigns.  This Agreement and the rights of the parties hereunder shall not be assignable by any party hereto without the prior written consent of the other parties hereto.
9.09	Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
9.10	Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same agreement.
9.11	Notices.  Any notice provided or permitted to be given under this Agreement shall be in writing, and may be served by personal delivery, by telecopy or by depositing same in the mail, addressed to the party to be notified, postage prepaid, and registered or certified with a return receipt requested.  Notice deposited in the mail in the manner hereinabove described shall be deemed to have been given and received on the date of the delivery as shown on the return receipt.  Notice served in any other manner shall be deemed to have been given and received only if and when actually received by the relevant party hereto (except that notice given by telecopier shall be deemed given and received upon receipt only if received during normal business hours and if received other than during normal business hours shall be deemed received as of the opening of business on the next Business Day).  For purposes of notice, the addresses and telecopy numbers of the parties shall be as follows:
		(a)	If to Purchaser:

c/o Enron Corp.
1400 Smith Street
Houston, Texas  77002
Attention:   ShirleyGeorge HudlerMcKean
Telecopier:  (713) 646-3422

	(b)	If to Seller:

c/o LJM2 Co-Investment, L.P.
c/o LJM2 Capital Management, L.P.
333 Clay Street, Suite 1203
Houston, Texas  
Attention:  Michael Kopper
Telecopier:  (713) 646-4990

Each party shall have the right, upon giving 10 days’ notice to the other in the manner hereinabove provided, to change its address for purposes of notice.
9.12	Tax Characterization.   [To Come]  For United States federal, state and local income, franchise and similar tax purposes, the parties hereto have consistently treated the Membership Interest as evidence of an indebtedness owed by Enron Corp., an Oregon corporation, to Seller and not as an interest in a partnership, and accordingly the parties recognize and intend that the purchase of the Membership Interest pursuant to this Agreement will be treated, for such purposes, as the redemption of a debt instrument.  Neither party shall take any position on a tax return or in respect of any other tax related matter that is inconsistent with such treatment.

	IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

HARRIER I LLC

By:	Enron Corp., Sole Member

	By: ______________________________
	Name: ____________________________
	Title: _____________________________

LJM2-TALON, LLC

By:	LJM2 Co-Investmentinvestment, L.P., 
	its Managing Member

	By:	LJM2 Capital Management, L.P.,
		its Manager

		By:	LJM2 Capital Management, LLC, its general partner
	By: ______________________________
	Name: ____________________________
	Title: _____________________________

For the Sole Purpose of Section 9.03 hereof:

LJM2 CO-INVESTMENT, L.P.

By:	LJM2 Capital Management, L.P.,
	its Manager

	By:	LJM2 Capital Management, LLC, 
		its general partner

	By: ______________________________
	Name: ____________________________
	Title: _____________________________

Attachment I
DEFINITIONS

	Capitalized terms used in this Agreement shall have the meanings ascribed to them in this Attachment I unless such terms are defined elsewhere in this Agreement; terms capitalized but not defined herein have the meanings ascribed thereto in the Restated Partnership Agreement:

	Affiliate:  With respect to any Person, any other Person that (a) owns or controls the first Person, (b) is owned or controlled by the first Person or (c) is under common ownership or control with the first Person, where “owned” means direct or indirect ownership of more than 50% of the equity interests or rights to distributions on account of equity of the Person and “control” means the direct or indirect power to direct the management or policies of the Person, whether through the ownership of voting securities, by contract or otherwise.  For the avoidance of doubt, for purposes of this Agreement Seller shall not be deemed an Affiliate of Talon.

	Agreement:  As defined in the introductory paragraph.

	Business Day:  Any day other than a Saturday, Sunday or bank holiday in Texas.

	Closing:  As defined in Section 2.02.

	Closing Date:  As defined in Section 2.02.

	Creditors’ Rights:  Bankruptcy, insolvency or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

	Damages:  Any and all claims, causes of action, arbitrations, liabilities, damages, fines, penalties, deficiencies, losses, costs and expenses (including without limitation reasonable attorneys’ fees and expenses).

	Disposition:  As defined in the Talon LLC Agreement.

	Dispute:  As defined in Section 9.01(a).

	Encumbrance:  Any mortgage, lien, security interest, pledge, charge, encumbrance, claim, restriction or burden.

	Entity:  A corporation, partnership, limited liability company, joint venture, trust or unincorporated organization or association or other entity.

	Governmental Authority(ies):  The United States of America or any other foreign country or jurisdiction, any state, commonwealth, territory or possession thereof and any political subdivision of any of the foregoing, including but not limited to courts, departments, commissions, boards, bureaus, agencies or other instrumentalities.

	Indemnified Party:  As defined in Section 8.04(a).

	Indemnifying Party:  As defined in Section 8.04(a).

	Talon:  As defined in the introductory paragraph.

	Legal Requirements:  Any law, statute, ordinance, decree, requirement, order, judgment, rule or regulation of, including the terms of any license or permit issued by, any Governmental Authority.

	Membership Interest:  All of Seller's rights and interests under the Talon LLC Agreement.

	Organizational Documents:  The charter, bylaws, partnership agreement, limited liability company agreement or other applicable organizational documents of an Entity.

	Person:  Any individual or Entity.

	Purchase Price:  As defined in Section 2.01.

	Purchaser:  As defined in introductory paragraph.

	Purchaser Indemnified Parties:  As defined in Section 8.01.

	Reasonable Efforts:  Such efforts as may be in accordance with reasonable commercial practices and without the payment of any money to any third party except the incurrence of reasonable incidental expenses.

	Related Agreements:  All documents required to be executed and delivered by the parties in connection with the consummation of the transactions contemplated by this Agreement.

	Seller:  As defined in the introductory paragraph.

	Seller Indemnified Parties:  As defined in Section 8.02.

Talon LLC Agreement:  As defined in Section 2.03(a).

	Third-Party Claim:  As defined in Section 8.04(a).