X0202 4 2007-10-01 1 0001053361 CATALYTICA ENERGY SYSTEMS INC CESI 0001040153 FARALLON PARTNERS L L C/CA C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001175707 FARALLON CAPITAL PARTNERS LP C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group owning 10% 0000886687 FARALLON CAPITAL INSTITUTIONAL PARTNERS L P C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001348541 Moment Jason E C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001405852 Pant Ashish H C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001275110 PATEL RAJIV A C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250078 SCHRIER DEREK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001372968 Spokes Andrew J M C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000872574 STEYER THOMAS F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245635 WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, par value $0.001 2007-10-01 4 J 0 551697 D 0 D Common Stock, par value $0.001 2007-10-01 4 J 0 553547 D 0 D Common Stock, par value $0.001 2007-10-01 4 J 0 77615 D 0 D Common Stock, par value $0.001 2007-10-01 4 J 0 89180 D 0 D Common Stock, par value $0.001 2007-10-01 4 J 0 27070 D 0 D Common Stock, par value $0.001 2007-10-01 4 J 0 1299109 D 0 I See footnotes Common Stock, par value $0.001 2007-10-01 4 J 0 975851 D 0 I See footnotes Common Stock, par value $0.001 2007-10-01 4 J 0 2274960 D 0 I See footnotes The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities and individuals listed in the footnotes of this Form 4 that are not reporting persons on this Form 4 are filing two additional Form 4s on the same date as the filing of this Form 4 as reporting persons with respect to the securities described in this Form 4 (the "Parallel Form 4s"). Although certain of the entities and individuals identified in the footnotes of this Form 4 are not reporting persons, information regarding them is included on this Form 4 for purposes of clarification and convenience only. Such information is duplicative of the information reported by them in the Parallel Form 4s. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III and Tinicum (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships. The amount of securities shown in this row is owned directly by a discretionary account (the "Managed Account") managed by FCMLLC. FCMLLC, as the registered investment adviser to such discretionary account, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the '34 Act, or otherwise. Each of Noonday G.P. (U.S.), L.L.C. ("NGPUS") and Noonday Asset Management, L.P. ("NAMLP"), as a sub-investment adviser to the Partnerships and the Managed Account, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Account. As the general partner of NAMLP, Noonday Capital, L.L.C. ("NCLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Account. Each of David I. Cohen ("Cohen"), Andrew J. M. Spokes ("Spokes") and Saurabh K. Mittal ("Mittal", and together with Cohen and Spokes, the "Noonday Managing Members"), as managing members of both NGPUS and NCLLC, may be deemed beneficial owners of the Issuer's securities held by each of the funds as referred to in footnotes (3) through (7) of this Form 4 and by the Managed Account as referenced in footnote (10) of this Form 4. NGPUS, NAMLP, NCLLC and the Noonday Managing Members hereby disclaim any beneficial ownership of any of the Issuer's securities reported herein for the purposes of Rule 16a-1(a) under the '34 Act, or otherwise, except as securities representing NCLLC's pro rata interest in, and interest in the profits of NAMLP. The amount of securities shown in this row is owned directly by either the Partnerships or the Managed Accounts. Each of William F. Duhamel, Richard B. Fried, Monica R. Landry, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (7) of this Form 4 and by the Managed Accounts as referenced in footnote (10) of this Form 4. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise. On October 1, 2007, pursuant to the Contribution and Merger Agreement dated May 8, 2007, as amended, by and among (i) the Issuer (ii) Renegy Holdings, Inc. ("Renegy"), (iii) Snowflake Acquisition Corporation, a wholly-owned subsidiary of Renegy ("Merger Sub"), and certain other entities, Merger Sub merged with and into the Issuer. As part of the closing of this transaction, which occurred on October 1, 2007, each outstanding share of common stock of the Issuer was converted into the right to receive 1/7th of a share of common stock of Renegy. /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (3), (4) and (8) 2007-10-03 /s/ Monica R. Landry as attorney-in-fact and/or authorized signer for each of Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas E. Steyer and Mark C. Wehrly 2007-10-03 . 2007-10-03 . 2007-10-03 . 2007-10-03 . 2007-10-03 . 2007-10-03 . 2007-10-03 . 2007-10-03 . 2007-10-03