12-12-00 ECP/EPG Transaction Update ,
 At the risk of further damage to my credibility, I have agreed with David 
Field to schedule signing for 2:00 PM, Thursday, 14-Dec at V&E's offices.  An 
amended DASH has been signed by RAC and is now making the rounds.  

In exchange for the slight reduction in price we obtained a minor credit 
spread protection agreement from EPG.  A term sheet describing the proposed 
terms of this agreement has gone over to El Paso today - see Lewis Worthy for 
any additional information you may require.  The maximum value of this 
agreement is $1mm and would be paid in the event credit spreads on El Paso 
debt widen in the market during the first quarter by approx. 18 bp - this 
represents 50% of the loss in value should such a move occur.  This minor 
addition to our agreement will be finalized over the next 45 hours prior to 
signing.

As to Bayonne consents, the Mission interest was acquired by ECP last week 
and EPG is attempting to accelerate pending negotiations to acquire the 
Calpine interest as the preferred way to resolve our consent issue.

Please be sure that you have completed all necessary/ongoing reviews by early 
Thursday.  Call me, Lisa, Chris or Lewis for any assistance you may require.

Thank you again for your timely assistance in these matters.
w.duran@enron.com, joseph.deffner@enron.com, brian.kerrigan@enron.com, 