Exhibit 10.13


    
       

        
          

        

      

    

    EXHIBIT
      10.13

     

    DIVIDEND,
      ASSIGNMENT AND ASSUMPTION AGREEMENT

    


    DIVIDEND,
      ASSIGNMENT AND ASSUMPTION AGREEMENT,
      dated
      as of November 18, 2005 (the “Agreement”), by and among
      PNMR DEVELOPMENT AND MANAGEMENT CORPORATION,
      a New
      Mexico corporation (“PNMR Development”) and
      PUBLIC SERVICE COMPANY OF NEW MEXICO,
      a New
      Mexico corporation (“PNM”). PNMR Development and PNM are sometimes hereinafter
      referred to as the “Parties” or individually as a “Party.”

     

    RECITALS

     

    1.  On
      November 12, 2004, PNM Resources, Inc. (“PNMR”), Phelps Dodge Energy Services,
      LLC (“PDES”) and Tucson Electric Power Company (“TEP”) purchased from Duke
      Energy North America, LLC, all right, title and interest in and to Duke Energy
      Luna, LLC (the “Company”) which owned a partially constructed approximately 570
      MW (nominal) combined cycle natural gas-fired electric generation facility
      located in Luna County, New Mexico (together with all contract rights, Permits,
      water rights and other related assets, the “Luna Energy Facility” or the
“Project”). (As the result of a name change, the Company is now known as Luna
      Power Company, LLC.) 

     

    2.  On
      the
      same date, PNMR, PDES and TEP entered into a Transaction Agreement setting
      out
      their mutual intent, as the purchasers of the Company, to, among other things,
      make one or more in-kind distributions to each of the PNMR, PDES and TEP (or,
      in
      the case of PNMR, to an affiliate) of the assets and properties of the Company
      so that each of PNMR (or its designee), PDES and TEP would own a thirty-three
      and one third percent (33 1/3%) undivided ownership interest in such assets
      and
      properties (such assets and properties being referred to in the Transaction
      Agreement as the “Distributed Assets”).

     

    3.  Pursuant
      to an Assignment Agreement, dated as of February 24, 2005, between PNMR and
      PNMR
      Development, PNMR assigned to PNMR Development PNMR’s right to receive the
      distribution of its interest in the Distributed Assets (including tangible
      personal property interests and other assets in one or more distributions).
      Thereafter, by Distribution, Assignment and Assumption Agreement, dated as
      of
      February 24, 2005, between the Company, TEP, PDES and PNMR Development (the
      “Distribution Agreement”), the Company made a distribution and assignment of a
      one-third (1/3) undivided interest in certain of the Distributed Assets to
      each
      of TEP, PDES and PNMR Development; and TEP, PDES and PNMR Development assumed
      and agreed to be bound by the terms and conditions of the permits and contracts
      that were the subject of the Distribution Agreement.

     

    4.  The
      Board
      of Directors of PNMR Development has, by resolution, determined to make a
      dividend to PNMR of all of PNMR Development’s interest in the Distributed
      Asserts acquired by PNMR Development pursuant to the Distribution Agreement,
      as
      well as all rights under contracts to which PNMR Development is a party that
      were entered into after February 24, 2005 (collectively, the “PNMR Development
      Assets”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  PNMR
      and
      PNM have entered into an Assignment Agreement, dated as of November 18, 2005
      pursuant to which PNMR has assigned to PNM all of PNMR’s right to receive PNMR
      Development’s dividend of the PNMR Development Assets. 

     

    6.  Capitalized
      terms used herein without definition shall have the meanings assigned to them
      for purposes of the Transaction Agreement.

     

    NOW,
      THEREFORE, it is agreed as follows:

     

    1.    Assignment
      and Conveyance of PNMR Development Assets.
      PNMR
      Development hereby dividends, assigns, transfers and conveys to PNM the PNMR
      Development Assets, including, without limitation, PNMR Development’s interest
      in each of the following assets and properties associated therewith, and PNM
      hereby accepts such interest:

     

    
      	 	
              A.

            	
              The
                real property identified as the “Power Plant Site” and the real property
                identified as the “Wellfield Sites” (including water rights associated
                therewith), all as more particularly described in Schedule 1A
                hereto;

            


    

     

    
      	 	
              B.

            	
              The
                permits identified in Schedule 1B hereto, subject to appropriate
                regulatory notifications, filings, or other requirements, if any
                (it being
                understood that certain permits may be in the name of the Operating
                Agent);

            


    

     

    
      	 	
              C.

            	
              The
                contracts set forth in Schedule 1C hereto;
                and

            


    

     

    
      	 	
              D.

            	
              The
                personal property and equipment described in Schedule 1D
                hereto.

            


    

     

    2.    No
      Additional Consideration.
      No
      additional consideration shall be paid by PNM to PNMR Development in connection
      with the assignment and conveyance provided for herein.

    


    3.    Assumption
      of Obligations.
      PNM
      agrees to assume PNMR Development’s obligations and to be bound by and to
      perform all of the terms and conditions, covenants and undertakings of the
      permits and contracts that are the subject of this Agreement.

    


    4.    Proration
      of Taxes.
      Taxes
      that may be payable with respect to any of the assets being assigned and
      conveyed pursuant to this Agreement shall be prorated among PNM and PDES and
      TEP
      in accordance with their respective undivided ownership interests.

    


    5.    Further
      Assurances.
      PNM and
      PNMR Development shall at any time and from time to time and without additional
      consideration take such actions and deliver such documents as may be necessary
      to effectuate the purposes of this Agreement. In particular, they shall execute
      all deeds and other instruments that may be required to carry into the effect
      the purposes of this Agreement.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    6.    Governing
      Law.
      This
      Agreement is subject to New Mexico law, without regard to conflicts of law
      principles.

    


    7.    Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of such counterparts shall together constitute
      one original. This Agreement may also be executed by facsimile signature and
      any
      such executed copies shall be deemed executed and delivered and fully
      enforceable.

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Dividend, Assignment and Assumption Agreement
      as
      of the date first set forth above.

    


    


     

    PNMR
      DEVELOPMENT AND MANAGEMENT CORPORATION

     

    By:
      /s/Terry
      P. Horn___________

     

    Name:
      Terry
      P. Horn___________

     

    Title:
      Vice
      President and Secretary

     

    


     

    PUBLIC
      SERVICE COMPANY OF NEW MEXICO

     

    By:
      /s/
      John Myers______________

     

    Name:
      John
      Myers______________

     

    Title:
      Vice
      president, Power Production

     

     

    
      
         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Schedule
      1A

     

    


    Description
      of Power Plant Site

    


    The
      Southwest 1⁄4 of the Southwest 1⁄4, the Northwest 1⁄4 of the Southwest 1⁄4, and the
      Southeast 1⁄4 of the Southwest 1⁄4 of Section 16, Township 23 South, Range 9 West,
      New Mexico Prime Meridian, Luna County, New Mexico, being more particularly
      described as follows:

    


    BEGINNING
      at the Southwest Corner, a found 5/8" rebar, which is common with the Southwest
      corner of said Section 16, on the center line of Arrowhead Drive, a 60' wide
      roadway, THENCE N 02°35'21"
      E
      a distance of 1319.89 feet along the West line of the said Southwest 1⁄4 of the
      Southwest 1⁄4 to a found Culak Surv-Kap, THENCE N 02°36'05" E
      a distance of 1319.51 feet along the West line of the Northwest 1⁄4 of the
      Southwest 1⁄4 to a Culak Surv-Kap at the Northwest corner of the said Northwest 1⁄4
of the Southwest 1⁄4, THENCE S 88°34'28"
      E
      a distance of 1321.25 feet along the North line of the said Northwest 1⁄4 of the
      Southwest 1⁄4 to a found Culak Surv-Kap at the Northeast corner of the said
      Northwest 1⁄4 of the Southwest 1⁄4, THENCE S 02°36'30"
      W
      a distance of 1322.37 feet along the East line of the said Northwest 1⁄4 of the
      Southwest 1⁄4 to a found Culak Surv-Kap at the Southeast corner of the said
      Northwest 1⁄4 of the Southwest 1⁄4, THENCE S 88°29'34"
      E
      a distance of 1320.57 feet along the North line of the said Southeast 1⁄4 of the
      Southwest 1⁄4 to a found Culak Surv-Kap at the Northeast corner of the said
      Southeast 1⁄4 of the Southwest 1⁄4, THENCE S 02°35'23"
      W
      a distance of 1325.04 feet along the East line of the said Southeast 1⁄4 of the
      Southwest 1⁄4 to a found P/K nail in rock at the South 1⁄4 of said Section 16 on the
      centerline of the said Arrowhead Drive, THENCE N 88°21'36" W
      a distance of 2641.50 feet along the South line of said Section 16 and the
      centerline of said Arrowhead Drive to the PLACE OF BEGINNING, containing 120.221
      acres, more or less.

    


    Description
      of Wellfield Sites

     

    The
      real
      property and/or water rights described in the following deeds and other
      instruments of record:

    


    
      	1.  
                	
              Warranty
                Deed from Steve and Lorraine Franzoy to Duke Energy Luna, LLC dated
                April 9, 2002, filed at Reception Number 2002-01826 in the Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	2.  
                 	
              General
                Warranty Deed from Donald R. and Lila M. Gardner to Duke Energy Luna,
                LLC
                dated February 15, 2002 filed at Reception Number 2002-00897 in the
                Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	3.   
               	
              Special
                Warranty Deed from Forrest H. Hill to Duke Energy Luna, LLC dated
                October
                17, 2001 filed in the State of New Mexico, County of Luna Reception
                Number
                2001-05183

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	4.   
               	
              Warranty
                Deed from Hurt Cattle Company, Inc. to Duke Energy Luna, LLC dated
                October
                4, 2001 filed at Reception Number 2001-04909 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	5.   
               	
              General
                Warranty Deed from James W. and Juanita H. Lang to Duke Energy Luna,
                LLC
                dated June 6, 2002 at Reception No. 2002-02852 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	6.   
               	
              Warranty
                Deed from Bert W. Timmons to Duke Energy Luna, LLC dated January
                23, 2002
                filed at Reception No. 2002-00424 in the Real Property Records of
                Luna
                County, New Mexico

            


    

     

    
      	7.   
               	
              Special
                Warranty Deed from Ward T. Bell to Duke Energy Luna, LLC dated March
                12,
                2002 field at Reception No. 2002-01440 in the Real Property Records
                of
                Luna County, New Mexico

            


    

     

    
      	8.     	
              Warranty
                Deed from Owen W. and Elizabeth A. Barker to Duke Energy Luna, LLC
                dated
                October 5, 2001 filed at Reception No. 2001-04919 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	9.     	
              Special
                Warranty Deed from Shelby C. Phillips, III to Duke Energy Luna, LLC
                dated
                October 30, 2001 filed in State of New Mexico, County of Luna Reception
                Number 2001-05532

            


    

     

    
      	10.    	
              Warranty
                Deed from Kent and Vivian Nicoll to Duke Energy Luna, LLC dated January
                7,
                2002 filed at Reception No. 2002-00087 in the Real Property Records
                of
                Luna County, New Mexico

            


    

     

    
      	11.    	
              General
                Warranty Deed from J. Arza Nicoll to Duke Energy Luna, LLC dated
                January
                18, 2002 filed in the State of New Mexico, County of Luna Reception
                Number
                2002-00319

            


    

     

    
      	12.    	
              Correction
                Warranty Deed from Paul I. and Brenda L. Offutt to Duke Energy Luna,
                LLC
                dated May 31, 2002 filed at Reception Number 2002-02693 in the Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	13.  
               	
              Special
                Warranty Deed from Olin J. and Ruth J. Offutt as Trustees of the
                Olin J.
                Offutt and Ruth Offutt Revocable Trust dated November 1, 1995 to
                Duke
                Energy Luna, LLC dated November 16, 2001 filed at Reception No. 2002-00284
                in the Real Property Records of Luna County, New
                Mexico

            


    

     

    
      	14.
                 	
              General
                Warranty Deed from Edmund E. and Alice Ogaz to Duke Energy Luna,
                LLC dated
                April 24, 2002 filed at Reception No. 2002-02076 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	15. 
                	
              General
                Warranty Deed from Gilbert J. and Catherine C. Cramer Revocable Trust
                to
                Duke Energy Luna, LLC dated January 17, 2002 filed at Reception No.
                2002-00285 in the Real Property Records of Luna County, New
                Mexico

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	16.
                 	
              Special
                Warranty Deed from Ruben V. and Antonia P. Diaz to Duke Energy Luna,
                LLC
                dated March 1, 2002 filed at Reception No. 2002-01169 in the Real
                Property
                Records of Luna County, New Mexico

            


    

     

    
      	 17. 
                	
              General
                Warranty Deed from Louisa B. Valdespino to Duke Energy Luna, LLC
                dated
                January 24, 2002 filed at Reception No. 2002-00413 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	18.  
               	
              Special
                Warranty Deed from Raymond and Carol L. Viramontes to Duke Energy
                Luna,
                LLC dated November 15, 2001 filed at Reception Number 2001-05740
                in the
                Real Property Records of Luna County, New
                Mexico

            


    

     

    
      	19. 
                	
              Special
                Warranty Deed from Bobby D. and Barbara June Waldrop to Duke Energy
                Luna,
                LLC dated May 29, 2002 filed at Reception No. 2002-02658 in the Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	20.  
               	
              Special
                Warranty Deed from Bobby D. and Barbara June Waldrop to Duke Energy,
                LLC
                dated October 29, 2001 filed in the State of New Mexico, County of
                Luna
                Reception Number 2001-05293

            


    

     

    
      	21. 
                	
              Change
                of Ownership of Water Right of No. M-1730 from Steve and Lorraine
                Franzoy
                to Duke Energy Luna, LLC filed at Reception No. 2002-06403 in the
                Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	22.  
               	
              Change
                of Ownership of Water Right No. M-526-A from Forrest H. Hill to Duke
                Energy Luna, LLC filed at Reception No. 2002-06364 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	23.  
               	
              Water
                Rights Warranty Deed from Hurt Cattle Company, Inc. to Duke Energy
                Luna,
                LLC dated July 12, 2002 filed at Reception number 2002-03584 in the
                Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	24.    	
              Change
                of Ownership of Water Right No. M-448 et al, from Hurt Cattle Company
                to
                Duke Energy Luna, LLC filed at Reception No. 2002-06500 in the Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	25. 
                	
              Change
                of Ownership of Water Right No. M-253 from James W. and Juanita H.
                Lang to
                Duke Energy Luna, LLC

            


    

     

    
      	26. 
                	
              Change
                of Ownership of Water Right No. M-545 from Bert W. Timmons to Duke
                Energy
                Luna, LLC filed at Reception No. 2002-06352 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	27.  
               	
              Change
                of Ownership of Water Right No. M-480 from Ward T. Bell and Linda
                M. Bell
                to Duke Energy Luna, LLC filed at Reception No. 2002-06501 in the
                Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	28. 
                	
              Change
                of Ownership of Water Right No. M-460, et al. from Owen W. Barker
                and
                Elizabeth A. Barker to Duke Energy Luna, LLC filed at Reception No.
                2002-06518 in the Real Property Records of Luna County, New
                Mexico

            


    

     

    
      	 29. 
                 	
              Change
                of Ownership of Water Right No. M-1715 from Shelby C. Phillips, III
                to
                Duke Energy Luna, LLC filed at Reception No. 2002-06505 in the Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	 30. 
                 	
              Change
                of Ownership of Water Right No. M-456 from Shelby C. Phillips, III
                to Duke
                Energy Luna, LLC filed at Reception No. 2002-06504 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	31.  
               	
              Change
                of Ownership of Water Right No. M-455 from Shelby C. Phillips, III
                to Duke
                Energy Luna, LLC filed at Reception No. 2002-06503 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	32. 
                	
              Change
                of Ownership of Water Right No. M-454 from Shelby C. Phillips, III
                to Duke
                Energy Luna, LLC filed at Reception No. 2002-06502 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	33.  
               	
              Change
                of Ownership of Water Right No. M-531 from Joseph K. Nicoll to Duke
                Energy
                Luna, LLC filed at Reception No. 2002-06354 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	34.  
               	
              Change
                of Ownership of Water Right No. M-532 from Joseph K. Nicoll to Duke
                Energy
                Luna, LLC filed at Reception No. 2002-06353 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	35. 
                	
              Change
                of Ownership of Water Right No. M-527 from J. Arza Nicoll to Duke
                Energy
                Luna, LLC filed at Reception No. 2002-06404 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	36.  
               	
              Change
                of Ownership of Water Right No. M-483 from Olin J. Offutt to Duke
                Energy
                Luna, LLC filed at Reception No. 2002-06507 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	37.  
               	
              Change
                of Ownership of Water Right No. M-493 from Edmund E. Ogaz to Duke
                Energy
                Luna, LLC filed at Reception No. 2002-06499 in the Real Property
                Records
                of Luna County, New Mexico

            


    

     

    
      	38.  
               	
              Change
                of Ownership of Water Right No. M-526 from Gilbert T. Cramer to Duke
                Energy Luna, LLC filed at Reception No. 2002-06401 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	39. 
                	
              Change
                of Ownership of Water Right No. M-442 et al. from Ruben V. and Antonia
                P.
                Diaz to Duke Energy Luna, LLC filed at Reception No. 2002-06399 in
                the
                Real Property Records of Luna County, New
                Mexico

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	40.  
               	
              Change
                of Ownership of Water Rights No. M-533 (M-534) from Louisa B. Valdespino
                to Duke Energy Luna, LLC filed at Reception No. 2002-06355 in the
                Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	41. 
                	
              Change
                of Ownership of Water Right No. M1649 from Raymond and Carol L. Viramontes
                to Duke Energy Luna, LLC filed at Reception No. 2002-06517 in the
                Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	42.  
               	
              Change
                of Ownership of Water Right No. M-478 from Raymond and Carol Viramontes
                to
                Duke Energy Luna, LLC filed at Reception No. 2002-06356 in the Real
                Property Records of Luna County, New
                Mexico

            


    

     

    
      	43. 
                	
              Change
                of Ownership of Water Right No. M-462-A from Bobby D. and Barbara
                J.
                Waldrop to Duke Energy Luna, LLC filed at Reception No. 2002-06506
                in the
                Real Property Records of Luna County, New
                Mexico

            


    

     

    
      	44.  
               	
              Change
                of Ownership of Water Right No. M-480-A from Bobby D. and Barbara
                J.
                Waldrop to Duke Energy Luna, LLC filed at Reception No. 2002-06510
                in the
                Real Property Records of Luna County, New
                Mexico

            


    

     

    
      	45.  
               	
              Letter
                dated September 24, 2002 from Modrall Sperling (Counsel for Duke
                Energy
                Luna, LLC) to the New Mexico State Engineer Office withdrawing Application
                to Change Place and Purpose of Use of Underground Water No.
                M-496

            


    

     

    
      	46. 
                	
              Change
                of Ownership of Water Rights from Donald L. and Lila M. Garner to
                Duke
                Energy Luna, LLC filed at Reception No. 2002-06402 in the Real Property
                Records of Luna County, New Mexico

            


    

     

    
      	47.  
               	
              The
                permits set forth in items 13-40 on Schedule
                1B.

            


    

     


    
      
         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Schedule
      1B

    


    Permits

    


    Unexpired
      Permits

     

    
      
        	1. 
                 	
                Order
                  of the New Mexico Public Regulation Commission dated October 27,
                  2000
                  accepting the Stipulation prepared by Duke Energy Luna, LLC, the
                  Staff of
                  the Utility Division of the New Mexico Public Regulation Commission,
                  the
                  New Mexico Industrial Energy Consumers, and Public Service Company
                  of New
                  Mexico, submitted to the New Mexico Public Regulation Commission
                  on
                  October 17, 2000

              


      

      

        
          	2.
                    	
                  Final
                    Order of the New Mexico Public Regulation Commission dated March
                    27, 2001
                    approving the siting and location of the Luna Energy Facility
                    and
                    associated 3,200 feet of 345 kV connecting transmission
                    line

                


        

      

       

    

    
      	3. 
               	
              Prevention
                of Significant Deterioration Permit No. PSD-NM-2450-M1, issued on
                June 11,
                2002, which replaced Permit No. PSD-NM-2450 issued December 29, 2000,
                from
                the State of New Mexico Environment Department Air Quality Bureau
                

            


    

     

    
      	4.
                	
              Prevention
                of Significant Deterioration Permit No. PSD-NM-2450-M1 issued June
                11,
                2002 from the State of New Mexico Environment Department Air Quality
                Bureau

            


    

     

    
      	5.
                	
              Administrative
                Permit Revision to Prevention of Significant Deterioration Permit
                No.
                PSD-NM-2450-M1 issued May 29, 2003 from the State of New Mexico
                Environment Department Air Quality
                Bureau

            


    

     

    
      	6.
                	
              Acid
                Rain Permit No. P209A issued to Duke Energy Luna, LLC by the State
                of New
                Mexico Environment Department Air Quality Bureau dated January 24,
                2001

            


    

     

    
      	7.
                	
              Permit
                No. 4844 to Construct a Dam (for evaporation ponds) issued to Duke
                Energy
                Luna, LLC by the State of New Mexico Office of the State Engineer
                on
                January 23, 2002

            


    

     

    
      	8. 
               	
              Certificate
                of Construction and Operation and Proof of Completion (for OSE File
                No.
                4844) issued February 12, 2004 by the State of New Mexico Office
                of the
                State Engineer (for the evaporation
                ponds)

            


    

     

    
      	9. 
               	
              Notification
                from US EPA dated September 15, 2004 issued to Duke Energy Luna,
                LLC
                acknowledging receipt of Notice of Intent for coverage under the
                NPDES
                General Permit for Storm Water Discharges from Construction Activity.
                Coverage under the permit for the plant site began on December 22,
                2003.
                

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	10. 
               	
              Undated
                letter from the New Mexico Environment Department Hazardous Waste
                Bureau
                acknowledging receipt of RCRA Notification of Regulated Waste Activity
                and
                issuing EPA ID Number NMR000006338 to Duke Energy Luna,
                LLC

            


    

     

    
      	11. 
               	
              Discharge
                Plan Approval issued by the State of New Mexico Environment Department
                to
                Duke Energy Luna, LLC dated February 22,
                2001

            


    

     

    
      	12. 
               	
              Determination
                of No Hazard to Air Navigation issued to Duke Energy Luna, LLC by
                the
                Federal Aviation Administration dated April 12, 2001 (Transmission
                towers
                or plant stacks in existing utility corridor)


            


    

     

    
      	13. 
               	
              Permit
                to Change Place and Purpose of Use of Well M-1730 dated September
                23, 2002
                issued by the State of New Mexico State Engineer Office. (Property
                conveyed by Franzoy)

            


    

     

    
      	14. 
               	
              Permit
                to Change Place and Purpose of Use No. M-526-A dated October 17,
                2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Hill)

            


    

     

    
      	15.   	
              Permit
                to Change Location of Well No. M-526-S dated July 10, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Hill)

            


    

     

    
      	16.
                	
              Permit
                to Change Place and Purpose of Use of underground waters (File Nos.
                M-448,
                M-469, M-474) dated February 20, 2001 as amended by State
                Engineer Order and Revised Permit (File Nos. M-166 and M-167, and
                M-448,
                M-469 and M-474) dated April 3,
                2001

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-469 dated October 15, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by Hurt
                Cattle Co.)

            


    

     

    
      	(b) 
               	
              Permit
                to Change Location of Well No. M-469-S-2 dated October 15, 2002 issued
                by
                the State of New Mexico State Engineer Office (Property conveyed by
                Hurt Cattle Co.)

            


    

     

    
      	17. 
               	
              Permit
                to Change Place and Purpose of Use No. M-253 dated May 29, 2002 issued
                by
                the State of New Mexico State Engineer Office (Property conveyed by
                Lang)

            


    

     

    
      	18. 
               	
              Permit
                to Change Place and Purpose of Use No. M-545 dated May 29, 2002 issued
                by
                the State of New Mexico State Engineer Office (Property conveyed by
                Timmons)

            


    

     

    
      	19. 
               	
              Permit
                to Change Place and Purpose of Use No. M-480 dated November 28, 2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Bell)

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	20. 
               	
              Permit
                to Change Location of Well No. M-460-S-2 dated April 8, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Barker)

            


    

     

    
      	21. 
               	
              Permit
                to Change Place and Purpose of Use No. M-1715 dated October 17, 2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Phillips)

            


    

     

    
      	22. 
               	
              Permit
                to Change Place and Purpose of Use No. M-456 dated October 17, 2001
                issued
                by the State of New Mexico State Engineer Office (Property conveyed by
                Phillips)

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-456 dated August 27, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Phillips.)

            


    

     

    
      	23. 
               	
              Permit
                to Change Place and Purpose of Use No. M-456-S dated May 28, 2002
                issued
                by the State of New Mexico State Engineer Office (Property conveyed by
                Phillips)

            


    

     

    
      	24. 
               	
              Permit
                to Change Place and Purpose of Use No. M-456-S-2 dated May 9, 2002
                issued
                by the State of New Mexico State Engineer Office (Property conveyed by
                Phillips)

            


    

     

    
      	25. 
               	
              Permit
                to Change Location of Well M-455-S-2 dated May 9, 2002 issued by
                the State
                of New Mexico State Engineer Office (Property conveyed by
                Phillips)

            


    

     

    
      	26. 
               	
              Permit
                to Change Place and Purpose of Use No. M-455 dated October 17, 2001
                issued
                by the State of New Mexico State Engineer
                Office

            


    

     

    
      	27. 
               	
              Permit
                to Change Place and Purpose of Use No. M-454 dated September 14,
                2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Phillips)

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-454-S dated June 12, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Phillips)

            


    

     

    
      	28. 
               	
              Permit
                to Change Place and Purpose of Use No. M-531 dated October 17, 2001
                issued
                by the State of New Mexico State Engineer Office (Property conveyed by
                Kent Nicoll)

            


    

     

    
      	29. 
               	
              Permit
                to Change Place and Purpose of Use No. M-532 dated October 17, 2001
                issued
                by the State of New Mexico State Engineer Office (Property conveyed by
                Kent Nicoll)

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-532-S dated July 16, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by Kent
                Nicoll)

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	30. 
               	
              Permit
                to Change Location of Well M-527 dated January 10, 2003 issued by
                the
                State of New Mexico State Engineer Office (Property conveyed by
                Nicoll)

            


    

     

    
      	31. 
               	
              Permit
                to Change Location of Well No. M-527-S-2 January 10, 2003 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by J.
                Arza Nicoll)

            


    

     

    
      	32. 
               	
              Permit
                to Change Place and Purpose of Use No. M-483 dated October 17, 2002
                issued
                by the State of New Mexico State Engineer Office (Property conveyed by
                Offutt)

            


    

     

    
      	33. 
               	
              Permit
                to Change Place and Purpose of Use No. M-526 dated November 28, 2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Cramer)

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-526-S-4 dated June 12, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Cramer)

            


    

     

    
      	34. 
               	
              Permit
                to Change Place and Purpose of Use No. M-442 dated May 22, 2002 issued
                by
                the State of New Mexico State Engineer Officer (Property conveyed by
                Diaz)

            


    

     

    
      	35. 
               	
              Permit
                to Change Location of Well No. M-442-S-5 dated October 11, 2002 issued
                by
                the State of New Mexico State Engineer Office (Property conveyed by
                Diaz)

            


    

     

    
      	36. 
               	
              Permit
                to Change Place and Purpose of Use No. M-533 (M-534) dated April
                10, 2002
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Valdespino)

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-533 dated June 12, 2002 issued by
                the
                State of New Mexico State Engineer Office (Property conveyed by
                Valdespino.)

            


    

     

    
      	37. 
               	
              Permit
                to Change Place and Purpose of Use No. M-1649 dated September 14,
                2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Viramontes)

            


    

     

    
      	38. 
               	
              Permit
                to Change Location of Well No. M-478-S dated July 10, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Viramontes)

            


    

     

    
      	39. 
               	
              Permit
                to Change Place and Purpose of Use No. M-462-A dated October 17,
                2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Waldrop)

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	40. 
               	
              Permit
                to Change Place and Purpose of Use No. M-480-A dated October 17,
                2001
                issued by the State of New Mexico State Engineer Office (Property
                conveyed by Waldrop)

            


    

     

    
      	(a) 
               	
              Permit
                to Change Location of Well No. M-480-A dated May 21, 2002 issued
                by the
                State of New Mexico State Engineer Office (Property conveyed by
                Waldrop)

            


    

     

    
      	41. 
               	
              Temporary
                Certificate of Occupancy issued to Duke Energy Luna, LLC by the City
                of
                Deming on September 16, 2004 for the Administration Building
                

            


    

     

    
      	42. 
               	
              Temporary
                Certificate of Occupancy issued to Duke Energy Luna, LLC by the City
                of
                Deming on September 16, 2004 for the Warehouse (Storage
                Building)

            


    

     

    
      	43. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved July 1, 2002 (Permit
                2002-60)

            


    

     

    
      	44. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved July 1, 2002 (Permit
                2002-61)

            


    

     

    
      	45. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved July 1, 2002 (Permit
                2002-62)

            


    

     

    
      	46. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved July 1, 2002 (Permit
                2002-63)

            


    

     

    
      	47. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-8)

            


    

     

    
      	48. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-9)

            


    

     

    
      	49. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-10)

            


    

     

    
      	50. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-11)

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	51. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-12)

            


    

     

    
      	52. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-14)

            


    

     

    
      	53. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-15)

            


    

     

    
      	54. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-16)

            


    

     

    
      	55. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved February 10, 2002 (Permit
                2002-16A)

            


    

     

    
      	56. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved March 22, 2002 (Permit
                2002-27)

            


    

     

    
      	57. 
               	
              Application
                for Permit to the Use of County Right-of-Way by Utilities and Other
                Persons submitted by Duke Energy Luna, LLC to the Luna County Road
                Department, approved March 22, 2002 (Permit
                2002-28)

            


    

     

    
      	58. 
               	
              Application
                for Driveway Permits submitted by Duke/Fluor Daniel to the Luna County
                Road Department, approved July 31,
                2001:

            


    

    

      
        	(a)  	
                Permanent
                  Plant Entrance Road

              


      

    

    
       

      
        	(b)  	
                Permanent
                  Gas Yard Entrance Road

              


      

       

      
        	(c)  	
                Temporary
                  Construction Road #1

              


      

       

      
        	(d)  	
                Temporary
                  Construction Road #2

              


      

       

      
        	(e)  	
                Temporary
                  Construction Road #3

              


      

       

    

    
      	59. 
               	
              Utility
                Permit Approvals issued to Duke Energy Luna, LLC by the New Mexico
                State
                Highway and Transportation Department dated January 13,
                2003:

            


    

    

      
        	(a)  	
                Permit
                  No. 1-01-182, New Mexico Highway 418, Mile Marker
                  3.1

              


      

    

    
       

      
        	(b)  	
                Permit
                  No. 1-01-183, U.S. Highway 180, Mile Marker
                  164.6

              


      

       

      
        	(c)  	
                Permit
                  No. 1-01-185, Interstate 10, Mile Marker
                  79.46

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	(d)  	
                Permit
                  No. 1-02-11, Loop 22 (U.S. Highways 70 and 80), Mile Marker
                  2.7

              


      

       

      
        	(e)  	
                Permit
                  No. 1-02-21, Interstate 10, between Mile Markers 83.63 and
                  83.7

              


      

    

     

     

    Expired
      Permits

     

    
      	60. 
               	
              Utility
                Permit Approvals issued to Duke Energy Luna, LLC by the New Mexico
                State
                Highway and Transportation
                Department:

            


    

     

    
      	(a)  	
              Permit
                No. 1-02-172, New Mexico Highway 418, Mile Marker 10.3, issued
                August
                12, 2002

            


    

     

    
      	(b)  	
              Permit
                No. 1-02-176, Interstate 10, Mile Marker 78.69, issued August 15,
                2002

            


    

     

    
      	61. 
               	
              NPDES
                Storm Water Construction Permit issued to Duke Energy Luna, LLC by
                the
                United States Environmental Protection Agency on September 12, 2001
                for
                construction on plant site (expired upon issuance of new General
                Permit in
                July 2003. Coverage obtained under new General Permit, see Item 9
                of
                Schedule 1B).

            


    

     

    
      	62. 
               	
              NPDES
                Storm Water Construction Permit (Tracking No. NMR10C158) issued to
                Duke
                Energy Luna, LLC by the United States Environmental Protection Agency
                on
                December 5, 2001 for construction of water pipeline (terminated on
                September 2, 2002)

            


    

     

    
      	63. 
               	
              NPDES
                Storm Water Construction Permit (Tracking No. NMR10C396) issued to
                Framatome ANP DE&S by the United States Environmental Protection
                Agency for construction at the Deming wastewater treatment plant
                (terminated on November 26, 2002)

            


    

     

    
      	64. 
               	
              Hydrostatic
                Test Water Discharge Permit HI-079 issued to Duke Energy Luna, LLC
                by the
                New Mexico Energy, Minerals and Natural Resources Department on August
                14,
                2002 (never activated)

            


    

     

    


     


    
      
         

        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Schedule
      1C

     

    Contracts

     

    
      	1.
                	
              
                Long
                  Term Service Agreement between General Electric International,
                  Inc. and
                  Duke Energy Luna, LLC dated June 29,
                  2001

              

            


    

     

    
      	2.  	
              Global
                Amendment to Long Term Service Agreements between Duke Energy Global
                Markets, Inc. and General Electric International, Inc. dated December
                9,
                2002

            


    

     

    
      	3.  	
              Global
                Amendment #2 to Long Term Service Agreements between Duke Energy
                Luna, LLC
                et al. and General Electric International, Inc. dated March 26, 2004
                

            


    

     

    
      	4.  	
              Wastewater
                Treatment and Emergency Water Cooperative Agreement between Duke
                Energy
                Luna, LLC and the City of Deming, New Mexico dated December 12, 2003
                

            


    

     

    
      	5.  	
              Electric
                Line Extension Agreement (Company-Built System) between Public Service
                Company of New Mexico and Duke Energy Luna, LLC dated April 20,
                2002

            


    

     

    
      	6.  	
              Electric
                Line Extension Revenue Credit Guarantee Agreement between Public
                Service
                Company of New Mexico and Duke Energy Luna, LLC dated April 20,
                2002

            


    

     

    
      	7.  	
              Operating
                and Maintenance Agreement between El Paso Natural Gas Company and
                Duke
                Energy Luna, LLC dated June 25, 2002 (to extent still in
                effect)

            


    

     

    
      	8.  	
              Letter
                Agreement for the Construction, Operation and Ownership of the Deming
                Power Plant Delivery Point between El Paso Natural Gas Company and
                Duke
                Energy Luna, LLC dated June 25, 2002 (to extent still in
                effect)

            


    

     

    
      	9.  	
              Letter
                Agreement for Provision of Onsite Metering Data Signals at the Deming
                Power Plant Delivery Point metering Facilities between El Paso Natural
                Gas
                Company and Duke Energy Luna, LLC dated June 25, 2002 (to extent
                still in
                effect)

            


    

     

    
      	10.  	
              Assignment
                and Assumption of Certain Rights and Obligations from Duke Energy
                North
                America, LLC to Duke Energy Luna, LLC dated August 10,
                2001

            


    

     

    
      	11.  	
              Letter
                dated March 12, 2002 from Duke Energy North America, LLC to General
                Electric Company confirming the assignment of combustion and steam
                turbines to Duke Energy Luna, LLC

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    

      
        	12.  	
                Purchase
                  Order No. 70923-2-4001 dated October 1, 2001 issued by Duke Energy
                  North
                  America, LLC to General Electric Company for the purchase of two
                  combustion turbines.

              


      

       

      
        	13.  	
                Purchase
                  Order #70923-2-4002 dated October 1, 2001 issued by Duke Energy
                  North
                  America, LLC to General Electric Company for the purchase of one
                  steam
                  turbine.

              


      

       

      
        	14.  	
                Verbal
                  agreement with Luna County to allow Duke Energy Luna, LLC to place
                  a
                  temporary sign along the County Road commonly known as Arrowhead
                  Drive.

              


      

       

      
        	15.  	
                Purchase
                  orders for leases of trailers and storage
                  units.

              


      

       

      
        	16.  	
                Special
                  Warranty Deed from City of Deming, New Mexico to Duke Energy Luna,
                  LLC,
                  dated as of the Closing Date, to be recorded on the Closing Date
                  in the
                  Real Property Records of Luna County, New Mexico.
                  

              


      

       

      
        	17.  	
                Purchase
                  Orders with Pro Force for security services dated December 18,
                  2002 and
                  December 12, 2003, supplemented by letter dated December 17,
                  2002.

              


      

       

      
        	18.  	
                Electricity,
                  water and other minor utility services
                  contracts.

              


      

       

      
        	19.  	
                New
                  Mexico One Call contract (notification to begin
                  digging).

              


      

       

      
        	20.  	
                Engineering,
                  Procurement and Construction Agreement for the Luna Energy Facility
                  by and
                  among PDES, TEP, PNMR Development and Fluor Enterprises, Inc.,
                  dated as of
                  February 24, 2005.

              


      

       

      
        	21.  	
                Luna
                  Energy Facility Operation and Maintenance Agreement between PNMR
                  Development, TEP, PDES and North American Energy Services Company,
                  dated
                  as of August 15, 2005.

              


      

       

      
        	22.  	
                Construction
                  Administration and Funding Agreement between PNMR Development,
                  TEP and
                  PDES, dated as of October 20, 2005.

              


      

       

      
        	23.  	
                Lease
                  Agreement between PNMR Development and John Weldy, dated as of
                  July 11,
                  2005.

              


      

       

      
        	24.  	
                Letter
                  Agreement Establishing Temporary Arrangements regarding Luna Energy
                  Facility between PDES, TEP and PNMR Development, dated as of March
                  8,
                  2005.

              


      

       

      
        	25.  	
                Confirmation
                  of Customer’s Work Station Configuration Agreement between PNMR
                  Development and Open Access Technology International, Inc., dated
                  as of
                  October 10, 2005.

              


      

       

      
        	26.  	
                Ranching
                  and Grazing Lease between PNMR Development and Hurt Cattle Company,
                  dated
                  as of July 11, 2005.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	27.  	
                Waiver
                  and Hold Harmless Agreement between PNMR Development and Justin
                  Nicoll,
                  dated as of May 26, 2005.

              


      

       

    

    
      
        	28.  	
                Waiver
                  and Hold Harmless Agreement between PNMR Development and Gage Gophers
                  Chapter of the 4-H Club, dated as of May 26,
                  2005.

              


      

       

      
        	29.  	
                Operating
                  and Maintenance Agreement between PNMR Development and El Paso
                  Natural Gas
                  Company, dated as of August 1,
                  2005.

              


      

       

      
        	30.  	
                License
                  Agreement between PNMR Development and El Paso Natural Gas Company,
                  dated
                  as of August 30, 2005.

              


      

       

      
        	31.  	
                Construction
                  of Facilities Agreement for the Luna Energy Facility between PNMR
                  Development and El Paso Natural Gas Company, dated as of March
                  11,
                  2005.

              


      

       

      
        	32.  	
                Second
                  Revised Interconnection Agreement between El Paso Electric Company,
                  PNM.
                  Texas-New Mexico Power Company, Luna Power Company, LLC, PDES,
                  TEP and
                  PNMR Development, dated as of August 5,
                  2005.

              


      

       

      
        	33.  	
                All
                  and any other contracts, agreements of every description pertaining
                  to the
                  Luna Energy Facility, or the construction or operation thereof,
                  to which
                  PNMR Development is a party. 

              


      

       

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Schedule
      1D

    Facility
      Personal Property and Equipment 

    

      
        	1.  	
                
                  Two
                    (2) General Electric model 7241 combustion turbine generators
                    coupled with
                    two (2) hydrogen cooled GE 7FH2 generators (CTGs), plus auxiliary
                    equipment and systems. The combustion turbines are natural gas
                    fuel only
                    with a dry low NOx combustion system. The combustion turbine
                    and
                    auxiliaries are packaged for outdoor installation.
                    

                

              


      

      

        
          	2.  	
                  The
                    Stellar Group combustion turbine inlet air chiller system.
                    

                


        

         

        
          	3.  	
                  Two
                    (2) Erie Power Technology Inc (formerly Aalborg) heat recovery
                    steam
                    generators (HRSGs) and accessories for each combustion turbine.
                    Each HRSG
                    is a duct-fired, three-pressure, reheat, natural circulation
                    type with
                    horizontal gas flow and vertical tubes. Each HRSG has a selective
                    catalytic reduction (SCR) system. 

                


        

         

        
          	4.  	
                  Main
                    steam system and STG by-pass steam system (for start-up, shut-down
                    and
                    upset conditions).

                


        

         

        
          	5.  	
                  One
                    (1) General Electric steam turbine generator (STG) with accessories
                    and
                    auxiliary systems. The steam turbine is a 3600 rpm, reheat, double
                    flow,
                    down exhaust type turbine with a hydrogen cooled GE 324
                    Generator.

                


        

         

        
          	6.  	
                  Boiler
                    feedwater pumps.

                


        

         

        
          	7.  	
                  Condensate
                    tank and pumps. 

                


        

         

        
          	8.  	
                  Components
                    of a natural gas supply system consisting of lateral piping,
                    metering
                    station parts, pressure regulator, natural gas treatment and
                    heating
                    equipment, and supply piping to the combustion turbines, duct
                    burners, and
                    auxiliary users.

                


        

         

        
          	9.  	
                  Components
                    of a boiler feedwater treatment
                    system.

                


        

         

        
          	10.  	
                  Boiler
                    blowdown equipment and tanks.

                


        

         

        
          	11.  	
                  Chemical
                    feed equipment for boiler
                    feedwater.

                


        

         

        
          	12.  	
                  Natural
                    gas fired auxiliary boiler.

                


        

         

        
          	13.  	
                  Red
                    Mountain well field water system, including the water production
                    wells
                    located on the Wellfield Sites listed in Schedule 1A, storage
                    tank,
                    pumping station with pump house, and well field gathering and
                    pumping
                    equipment with DCS interface.

                


        

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        
          	14.  	
                  Capital
                    improvements to the City of Deming’s water treatment plant facilities,
                    including but not limited to pond, sand filters and chlorination
                    equipment. NOTE: Pursuant to the Wastewater Treatment and Emergency
                    Water
                    Cooperative Agreement between Duke Energy Luna, LLC and the City
                    of
                    Deming, New Mexico dated December 12, 2003, title to this system
                    vests in
                    the City of Deming upon completion of construction and acceptance
                    by the
                    City of Deming.

                


        

         

        
          	15.  	
                  Generator
                    electrical equipment including three (3) 345KV main step-up transformers
                    and three (3) 18 kV generator circuit breakers and associated
                    18 kV
                    isolated phase bus ducts.

                


        

         

        
          	16.  	
                  On-site
                    electrical interconnection
                    equipment.

                


        

         

        
          	17.  	
                  Electrical
                    system including two (2) unit auxiliary transformers, 4,160V
                    switchgear,
                    480V switchgear, 4,160V-480V station service transformers, 480V
                    MCCs and
                    125V AC system. 

                


        

         

        
          	18.  	
                  120V
                    AC uninterruptible power supply (UPS)
                    system.

                


        

         

        
          	19.  	
                  125
                    Volt DC power system.

                


        

         

        
          	20.  	
                  One
                    (1) emergency station power diesel
                    generator.

                


        

         

        
          	21.  	
                  Continuous
                    Emission
                    Monitoring System (CEMS) for each HRSG
                    stack.

                


        

         

        
          	22.  	
                  Plant
                    control system equipment including distributed control system
                    (DCS)
                    equipment.

                


        

         

        
          	23.  	
                  Plant/instrument
                    air system equipment.

                


        

         

        
          	24.  	
                  Plant
                    utility systems equipment including components of service water
                    system,
                    wastewater system, water treatment system, and plant fire protection
                    system.

                


        

         

        
          	25.  	
                  Administration/Main
                    Control Room Building

                


        

         

        
          	26.  	
                  Warehouse/Maintenance
                    Building

                


        

         

        
          	27.  	
                  Fire/Pump
                    House

                


        

         

        
          	28.  	
                  Power
                    Distribution Centers

                


        

         

        
          	29.  	
                  Six
                    (6) 2001 Kawasaki Mules, Model #KAF300-C5, VIN#s JK1AFBC161B533733,
                    JK1AFBC171B529433, JK1AFBC101B533758, JK1AFBC101B533761,
                    JK1AFBC161B533716,
                    JK1AFBC171B533742

                


        

         

        
          	30.  	
                  2002
                    Ford Explorer VIN
                    #1FMDU74W22UB33380

                


        

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

        
          	
                  31.
                     

                	
                  All
                    other equipment, parts, systems, materials and other personal
                    property not
                    specified Items 1-30 which comprise part of or are otherwise
                    located on,
                    in or under the power plant, the Power Plant Site, the Wellfield
                    Sites or
                    the Easements.

                


        

      

    

     

     

    21