September 27, 2000

1. Porcupine I LLC Financing (Phase I) Legend Corporation Partnership Branch September 27, 2000 ASF LJM2 Capital Management LLC (Delaware LLC) Other Investors LJM2 Capital Management LP (Delaware LP) GP Interest Other Investors Enron Corp. (Oregon Corp.) LJM2 Co-Investment LP (Delaware LP) GP Interest 100% Other Investors $50M Note LJM2- Porcupine LLC (Delaware LLC) 100% Managing Member Pronghorn I LLC (Delaware LLC) BSCS XXIII, Inc. (Delaware Corp.) Member Interest (Debt for tax) Enron Energy Services, LLC (Delaware LLC) Member Interest Derivatives Management Duties (Per LLC Agreement) $50M Pronghorn Debt Security Porcupine I LLC (Delaware LLC) $259M Porcupine Term Debt Security $50M Porcupine Revolving Debt Security .01% 100% Vote “Warrant A Interest” Transaction Steps 1. EES will contribute a special warrant (granting the holder the right to purchase 120,589 shares of TNPC, Inc.) to a newly formed trust, EES Warrant Trust, in exchange for .01% voting interest (the “Warrant A Interest”) and a 99.99% non-voting interest (the “Warrant B Interest”). 2. EES will contribute $1000 and the Warrant B Interest to a newly formed LLC, Desert I LLC, in exchange for a 100% managing member interest in Desert. 3. Enron will contribute a $50M note payable and $1000 to a newly formed LLC, Pronghorn LLC, in exchange for 100% managing member interest in Pronghorn. 4. Desert will amend its LLC agreement to create two interests in itself, a voting member interest (the “Desert A Interest”), and a non-voting interest (the “Desert B Interest”). 5. EES will receive the Desert A Interest in exchange for its 100% managing member interest in Desert. 6. Desert will issue the Desert B Interest to Pronghorn in exchange for a $259 million note payable (“Pronghorn Note 1”). 7. Pronghorn will contribute the Desert B Interest, a $50M note payable (“Pronghorn Note 2”), and $1000 to Porcupine LLC in exchange for a $259M note payable (“Porcupine Note 1”), a $50M note payable (“Porcupine Note 2”) and a member interest in Porcupine. 8. LJM2 will make a $30M investment in Porcupine 9. Following an initial public offering by TNPC, Enron will payoff the $50M note payable to Pronghorn. 10. Pronghorn will use the $50M received from Enron to pay off Pronghorn Note 2. 11. Porcupine will make a cash distribution to LJM2-Porcupine LLC in the amount of $[39.5]M. $259 MM Pronghorn Note “Desert B Interest” “Desert A Interest” Desert I LLC (Delaware LLC) $30M Enron Demand Note 99.99% “Warrant B Interest” EES Warrant Trust (Delaware Business Trust) Special warrant granting the holder the right to purchase 120,589 shares of TNPC, Inc. and valued @ $259,212,085 (120,589 shares X $2,149.55). Revised by JBV: 9/26/2000