1. Purchase of Wildhorse South Gathering System
Crescendo Energy, LLC
Purchase of Wildhorse South Gathering System
December 2000

2. Executive Summary
Wildhorse Gathering System Is for Sale from Tom Brown following the Dissolution of the Tom Brown - Kinder Morgan Joint Venture
The South Portion of this System is in the Area of Crescendo’s Is a Key Component to Getting Its Gas to Market
Tom Brown has given Crescendo the Right to Bid prior to Opening the Data Room to Other Bidders
By Purchasing the System, Crescendo Could Potentially Save on its Gathering Fees and Increase the Profitability of the System as More Entrada and Dakota Gas Is Produced in the Area following on to Crescendo’s strategy to Exploit Low-BTU Gas.
Potential Value to Crescendo Could Exceed $13 Million
Because the System Has Relatively Little Value to Tom Brown, Enron Energy Capital Resources Recommends that Crescendo Purchase the Assets for $1 to $3 Million.

3. Facts About Wildhorse South Gathering System and Area
Located in Eastern Utah and Western Colorado
4(?) Interconnects with Northwest Pipeline
2 Liquid Removal Plants - San Arroyo and South Canyon
San Arroyo currently operating
South Canyon has not operated for 3 years
x??? Compressors
x??? Miles of Pipe
5 Long Term Gathering Contracts Currently
Current System Volume of 17 MMcf/d(????) [NEED TO KNOW IF THIS ACCURATE]
28 Wells Have Been Drilled in the Area in the Last 3 Years with a 57% Success Rate
Average Production of Successful Wells: 444 Mcf/d
OTHERS?????????????????????????????

4. Assumptions in Valuing Wildhorse South System
Close on Sale at End of 1st Quarter 2001
Maintain Current Dakota Production Contract Terms
Beartooth: $/Mcf
Crescendo: $/Mcf
D&G Roustabout: 13% of NWPL Index within range of $/Mcf
Hallwood $/Mcf
Lone Mountain/Premier $/Mcf
National Fuels 13% of NWPL Index within range of $/Mcf
Northstar 13% of NWPL Index within range of $/Mcf
Tom Brown $/Mcf
Trend Oil $/Mcf
Wasatch $/Mcf
Venoco $/Mcf
Dakota Production Decline Ranges from 6% to 10%
Plant is Moved from Badger Wash Location to South Canyon Location

5. Assumptions in Valuing Wildhorse South System (continued)
O&M: $917,000 per year
Additional G&A: $180,000 per year
Ad Valorem Tax: $115,000 per year
Additional Costs: $ 60,000 per year
NGL’s recovered through San Arroyo Plant with Keep Whole Provisions
Keep Whole at 75% of NWPL Index
NGL Revenues Pricing includes ($0.13/gal) deduct for T&F across all components
Includes production from Crescendo, D&G Roustabouts, and Northstar
Production taxes on 4% of NGL Revenues

6. Value Components

7. Assumptions to Upside Value Components
Gathering
Additional Dakota or Entrada Volumes Increase Operating Costs by $120M per year for compression rental
Additional Dakota Gas Is Gathered at $0.20/Mcf
Additional Entrada Gas Is Gathered at $0.25/Mcf
Sensitivity to Dakota Decline: a 5% increase in decline results in ($0.6MM) NPV-15%
Processing
Processing Fee of $0.62/Mcf on Additional Entrada Gas at South Canyon Plant
Cost of Operations of $0.25/Mcf on Additional Entrada Gas at South Canyon Plant

8. MAP OF SYSTEM HERE