12-19-00 ECP/EPG Transaction Update

Congratulations to the ECP team - we signed the Transaction Agreement
yesterday afternoon! Thanks to everyone for their concerted efforts in
bringing this transaction to this important milestone.

Financial close of the sale is dependent upon several factors - the most
important of which are:

1. Rating Agency reaffirmation of the rating on ECP's Senior Notes - both
Moody's and S&P have indicated that they will announce reaffirmation upon our
notification to them of the closing of the sale.

2. ISRA certificate of non-applicability - This is the New Jersey
environmental condition which according to our NJ counsel, LeBeouf, "is on
the last desk".

3. Minority partner consent at Bayonne - EPG wishes to complete a buyout of
the remaining two minority interests which ECP does not own rather than
obtain an explicit consent to our transaction. We completely concur with
this approach and have granted EPG (a) an incentive if financial close occurs
this year - $500k price reduction, and (b) an extension to 22-Jan-01 of the
maximum time allowed for financial close. Though negotiations with Calpine,
the largest minority partner at Calpine, are well advanced, it is certainly
more likely that financial close will occur in early January than next week.

4. Transition Services Agreement - We need to finalize the terms of and the
specific services to be provided by ENA to ECP on behalf of EPG during a
short transition phase beginning with financial close.

From time to time I will attempt to keep you informed of progress on these
major items.

Attached are two files summarizing:

(i) our estimate of 4Q00 P&L results assuming a sale of the SubNotes to
Condor on 21-Dec and using an estimate of financial close on 27-Dec -
"ECPmemotable_bka.xls" (Please note - If financial close is delayed until
January the $500k incentive fee will not be paid to EPG and moving the
valuation date from 27-Dec to 31-Dec will actually increase P&L for the
quarter), and

(ii) an update to the overall transaction results and monetization
sensitivities - "epgofferanalysis (12-18-00)4Q.xls" (Please note - the
estimate of 1Q01 P&L is slightly negative for offering costs associated with
monetizing the swaps; however, under current market conditions it is quite
possible that we could realize a monetization rate better than the forecast
rate of 8.50% and more than sufficient to offset these expenses in their
entirety).

Please call with any questions.

Thanks again everyone.