<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE         SECURITIES
                              EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM           TO

                      COMMISSION FILE NUMBER

                            EAST COAST POWER L.L.C.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      52-2143667
        (STATE OR OTHER JURISDICTION                         (I.R.S. EMPLOYER
      OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)
</TABLE>

                   711 LOUISIANA STREET, HOUSTON, TEXAS 77002

              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 345-9722

          SECURITIES REGISTERED PURSUANT TO SECTION 15(d) OF THE ACT:

<TABLE>
<CAPTION>
                                                             NAME OF EACH EXCHANGE
                    TITLE OF EACH CLASS                       ON WHICH REGISTERED
                    -------------------                      ---------------------
<S>                                                          <C>
       6.737% Series B Senior Secured Notes due 2008                 None
       7.066% Series B Senior Secured Notes due 2012                 None
       7.536% Series B Senior Secured Notes due 2017                 None
</TABLE>

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes     No [X].

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the voting equity held by non-affiliates of
registrant is not ascertainable, as there is no established public trading
market for the registrant's voting equity.
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM                                                                     PAGE
----                                                                     ----
<S>        <C>                                                           <C>
                                   PART I
Item 1.    Business....................................................    1
Item 2.    Properties..................................................   26
Item 3.    Legal Proceedings...........................................   27
Item 4.    Submission of Matters to a Vote of Security Holders.........   28

                                   PART II
Item 5.    Market for Registrant's Common Equity and Related
           Stockholder Matters.........................................   29
Item 6.    Selected Financial Data.....................................   30
Item 7.    Management's Discussion and Analysis of Financial Condition
           and Results of Operation....................................   35
Item 7A.   Quantitative and Qualitative Disclosures About Market
           Risk........................................................   50
Item 8.    Financial Statements and Supplementary Data.................   51

                                  PART III
Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure....................................   98
Item 10.   Directors and Executive Officers of the Registrant..........   99
Item 11.   Executive Compensation......................................  100
Item 12.   Security Ownership of Certain Beneficial Owners and
           Management..................................................  101
Item 13.   Certain Relationships and Related Transactions..............  102

                                   PART IV
Item 14.   Exhibits, Financial Statement Schedules and Reports on Form
           8-K.........................................................  103
</TABLE>

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                                     PART I

                           FORWARD-LOOKING STATEMENTS

     In addition to historical information, this Annual Report on Form 10-K
includes forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about future events based
upon our knowledge of facts as of the date of this Annual Report and our
assumptions about future events. These forward-looking statements are subject to
various risks and uncertainties that may be outside of our control. We use words
like "anticipate," "estimate," "project," "plan," "expect" and similar
expressions to help identify forward-looking statements in this Annual Report.
For factors that could affect the validity of our forward-looking statements,
you should read Item 1 "Business" and Item 7 "Management's Discussion and
Analysis of Financial Condition and Results of Operations." In light of that
information and other risks, uncertainties and assumptions, the actual events or
results may be very different from those expressed or implied in the
forward-looking statements in this Annual Report or may not occur.

ITEM 1. BUSINESS

     East Coast Power L.L.C. (the "Company") is a Delaware limited liability
company owned by affiliates of Enron Corp., the California Public Employees'
Retirement System, El Paso Energy Corporation and Donaldson, Lufkin & Jenrette
Securities Corporation. In February 1999 the Company acquired indirect equity
interests in three combined-cycle natural gas cogeneration plants located in
Linden, Camden and Bayonne, New Jersey. The following information summarizes
certain important information with respect to our facilities:

<TABLE>
<CAPTION>
                                   LINDEN VENTURE               CAMDEN VENTURE               BAYONNE VENTURE
                             ---------------------------  ---------------------------  ---------------------------
<S>                          <C>                          <C>                          <C>
Location...................  Linden, NJ                   Camden, NJ                   Bayonne, NJ
Equipment Type.............  5 GE Frame 7EA gas turbines  1 GE Frame 7EA gas turbine   3 GE Frame 6B gas turbines
                             3 GE condensing steam        1 GE condensing steam        1 GE SAEC steam turbine
                             turbines                     turbine
Nameplate Electric           715 MW                       146 MW                       176 MW
  Capacity.................
Power Purchase
  Agreement/Expiration.....  Con Ed/2017                  PSE&G/2013                   JCP&L (75.8%)/2008
                                                                                       PSE&G (24.2%)/2008
Commercial Operations......  May 1992                     March 1993                   October 1988
Average Heat Rate
  (1999)(1)................  9,777 Btu/KWh                8,713 Btu/KWh                9,255 Btu/KWh
Historical Average
  Availability
  (1994-1999)..............  94%                          95%                          96%
Facility Dispatch..........  Dispatchable (restricted)    Base load                    Base load
Facility Design Maximum
  Steam Output Capacity....  1,250,000 lbs/hr             92,000 lbs/hr                225,000 lbs/hr
Facility Design Steam Sales
  Capacity.................  1,000,000 lbs/hr             60,000 lbs/hr                125,000 lbs/hr
Steam Sales/Expiration.....  Bayway Refining              Camden Paperboard/2013       IMTT-Bayonne/Year-to-Year
                             Company/2017                                              IMTT-BX/Year-to-Year
                             Infineum USA L.P./2017
Facility Operator..........  GE                           GE                           GE
Fuel Type..................  Natural Gas, Butane          Natural Gas, Kerosene,       Natural Gas, Kerosene,
                                                          Jet-A or L.S. Diesel         Jet-A or L.S. Diesel
Approximate Daily Average
  Fuel Requirements........  110,000 MMBtu                30,000 MMBtu                 36,000 MMBtu
Fuel Supply................  Spot(2)                      Spot(2)                      PSE&G -- CIG Tariff
Gas Transportation/
  Expiration...............  PSE&G and Elizabethtown/     PSE&G/2013                   PSE&G -- CIG Tariff/5 days'
                             2017                                                      termination
</TABLE>

                                        1
<PAGE>   4

---------------

(1) Without credit for steam production.

(2) The fuel supply for the Linden and Camden facilities is provided under
    short-term firm gas supply contracts. The contract price is based on spot
    gas prices plus a reservation charge.

THE LINDEN FACILITY

     Linden Facility Description. The Linden facility is a 715 MW gas-fired,
combined-cycle cogeneration dispatchable facility located in Linden, New Jersey,
on the site of Bayway Refining Company, adjacent to a chemical plant complex and
technology center owned by Infineum USA L.P. The Linden facility began
commercial operations in May 1992.

     During the last five full calendar years, the Linden facility had an
average availability factor of 94%. This facility sells its electric capacity
and energy (up to 645 MW) to The Consolidated Edison Company of New York, Inc.
("Con Ed") under a power purchase agreement which expires in 2017. The Linden
facility provides steam to Bayway Refining Company, a subsidiary of Tosco
Corporation, and to Infineum USA L.P., a joint venture among Exxon Chemical
Corporation, The Shell Petroleum Company Limited and Shell Chemical Company,
under agreements which expire in 2017. We have operating and maintenance
responsibility for the Linden facility, but we have contracted with General
Electric Company to provide the day-to-day operation and maintenance of the
plant.

     The Linden facility is comprised of five GE Frame 7EA gas turbine
generators and three GE condensing steam turbine generators. Natural gas is
burned directly in the gas turbine generators to produce electricity and high
temperature exhaust gases. The exhaust gases from the gas turbines are channeled
into five Nooter Eriksen heat recovery steam generators to produce high pressure
steam for the steam turbine generators. The steam turbine generators produce
additional electricity and process steam which is sold to Bayway Refining and
Infineum. The steam turbines, in turn, exhaust into a multi-cell air cooled
condenser to return condensate to the plant's water cycle. The condensate
produced by the air cooled condenser reduces the plant's water consumption by
approximately 66%. Condensate from process steam sold to Bayway Refining and
Infineum is not returned to the cycle. All raw makeup water is purchased from
Elizabethtown Water Company.

     The Linden facility has been designed to operate 24 hours per day, 365 days
per year, for a total of 8,760 hours per year, at 93% availability, with design
net delivered capacity of 645 MW and export steam generation volume of 1,000,000
pounds per hour.

     The 13.8 KV electrical power produced by the generators is stepped up to
345 KV. The SF6 gas insulated switch gear then delivers the electricity to an
underground, parallel connected pair of oil-filled cables, which provide the
outgoing power connection directly to Con Ed, allowing the plant to be treated
as an "in-city" facility. The Linden facility's qualification as an "in-city"
facility is significant because, under current regulations, 80% of the power
used in New York City must be generated by "in-city" generators. This electric
interconnection terminates with Con Ed's Goethals Station on Staten Island, New
York. The total interconnection distance to Con Ed is approximately 1.6 miles.
Each cable has potential transmission capacity of 650 MW.

     The Linden facility has been designed, and is being maintained and
operated, to meet the strict environmental standards of the State of New Jersey.
The Linden facility uses best available control technology to reduce gas
turbine, water and noise emissions to the levels required and permitted by
federal and state regulators. Nitrogen oxide ("NOx") emissions levels are
controlled through steam injection into the turbine combustion chambers and by
selective catalytic reduction in the heat recovery steam generators. Carbon
monoxide ("CO") emissions are controlled by the design of the combustion
turbines.

     Linden Power Purchase Agreement. Cogen Technologies Linden Venture, L.P.
("Linden Venture"), the owner and operator of the Linden facility, sells all the
electricity up to the power production capacity produced by the Linden facility,
net of auxiliary plant loads and deliveries of electricity to steam customers,
to Con Ed pursuant to a power purchase agreement (the "Linden PPA"). Certain
provisions of the Linden PPA are summarized below.

                                        2
<PAGE>   5

     Term: Base term of 25 years from May 1, 1992, the date of initial
commercial operations.

     Regulatory Approval: Approval by the Public Service Commission of New York
(the "NYPSC") allowing Con Ed full recovery of all payments for the purchase of
electricity under the Linden PPA through its fuel adjustment clause was received
in 1991.

     Pricing: Base term pricing is determined by the following components:

        Capacity: Con Ed is required to pay a fixed capacity rate of 1.8553c per
        KWh delivered or available, subject to a cap of 85% of the Linden
        facility's dependable maximum net capability. The dependable maximum net
        capability is determined by an annual capability test but may not exceed
        an agreed maximum of 645MW. Kilowatt-hours delivered or available in
        excess of the 85% cap during the 12 months preceding any off-peak months
        can be credited to an off-peak month to the extent the total payments
        for that month do not exceed the 85% cap. Linden Venture receives a
        credit of 240,000 KWh in any month that Con Ed curtails deliveries, but
        curtailment requests occurring in a peak period cannot be credited to an
        off-peak period.

        Fuel: Con Ed is required to pay actual fuel costs, including steam
        commodity, transportation and storage costs attributable to electricity
        actually delivered, subject to an annual cap of 2.634c per KWh
        delivered, adjusted for changes in Con Ed's annual weighted average cost
        of gas since 1989 (3.061c for December 1999). Linden Venture is entitled
        to keep 50% of the amount by which actual fuel costs are less than the
        annual cap. Actual fuel costs above the annual cap are absorbed 100% by
        Linden Venture. In addition, Con Ed is required to pay the full costs
        attributable to steam generated by an outside source and delivered to
        the Linden facility.

        Operating and Maintenance: Con Ed is required to pay an escalating
        operations and maintenance ("O&M") rate equal to 0.9c per KWh as of the
        inception of the Linden PPA, increasing by a local CPI inflation factor
        on a monthly basis (1.277c per KWh for December 1999). The O&M component
        is equal to this rate multiplied by KWhs delivered or available subject
        to a cap equal to 90% of the Linden facility's dependable maximum net
        capability. Kilowatt-hours delivered or available in excess of the 90%
        cap during the 12 months preceding any off-peak months can be credited
        to such month up to the 90% cap.

        Pricing during any renewal periods and during curtailment is determined
        by alternate mechanisms as set forth in the Linden PPA.

     Curtailment: Con Ed is permitted to reduce the dispatch of the plant by
     various amounts in certain periods. At any time during the term of the
     Linden PPA, upon four hours' notice, Con Ed may reduce actual deliveries to
     82% of the dependable maximum net capability. Upon 12 hours' notice, Con Ed
     may reduce actual deliveries to 82% of the dependable maximum net
     capability less 150 MW for an eight hour period on weekday nights a maximum
     of 100 times a year. During the first 15 years of the Linden PPA, upon 24
     hours' notice, Con Ed may reduce actual deliveries to 47% of the dependable
     maximum net capability on weekends and certain holidays. In the last 10
     years of the Linden PPA, Con Ed has the right, upon 24 hours' notice, to
     reduce the dispatch of the plant to 47% of the dependable maximum net
     capability on a continuous basis, with limited rights to cycle the plants
     to higher loads. Con Ed's obligations to pay capacity and O&M charges are
     unaltered by curtailment.

     Voltage Support: The Linden facility must supply voltage support within a
     specified range, as requested by Con Ed, at the point of interconnection,
     to be measured at Con Ed's Goethals Station on Staten Island, New York.

     Qualifying Facility Status: During any period in which the Linden facility
     ceases, temporarily or permanently, to be a QF, the Linden PPA provides
     that Con Ed's rates will be reduced 10%. The FERC may, however, require a
     lower rate to be charged during such period. In addition, certain
     additional obligations, as set forth in the Linden PPA, are imposed on
     Linden Venture in the event of a loss of QF status.

                                        3
<PAGE>   6

     Breach of Contract: Among other events, failure by the Linden facility to
     use good faith efforts to resume deliveries after an outage of 120 days
     constitutes a breach. Failure to perform for reasons of force majeure is
     not deemed a breach.

     Force Majeure: Either party to the Linden PPA may suspend performance
     thereunder (except for any obligation to make payments) due to the
     occurrence of force majeure, provided that the non-performing party
     provides notice to the other party within 14 days of becoming aware of the
     force majeure event and endeavors to remedy its inability to perform.

     Linden Steam Sale Agreements. Steam produced by the Linden facility is sold
to Infineum and Bayway Refining under two separate agreements. Infineum is a
joint venture among Exxon Chemical Corporation, The Shell Petroleum Company
Limited and Shell Chemical Company. Exxon Chemical Corporation is a division of
Exxon Corporation, which has long term debt credit ratings from Moody's
Investors Service and Standard & Poor's Ratings Services of Aaa and AAA,
respectively. The Shell Petroleum Company Limited and Shell Chemical Company are
members of the Royal Dutch/Shell Group, which has a long term debt credit rating
from S&P of AAA. Bayway Refining is owned by Tosco Corporation, which has long
term debt credit ratings from Moody's and S&P of Baa2 and BBB, respectively. The
base term of both steam sale agreements expires in April 2017.

          Steam Sales from Infineum to Bayway Refining. Historically, under the
     Linden contractual steam arrangements, Bayway Refining has purchased all
     steam in excess of Infineum's takes. The Infineum steam sale agreement
     provides that Linden Venture's maximum delivery obligation is 181,000
     lbs/hr for the months of October through and including May ("peak period")
     and 109,000 lbs/hr for the months of June through and including September
     ("off-peak period"). On a historical basis, Infineum has taken
     approximately 120,000 lbs/hr during the peak period, which it receives at
     no cost. During the first five months of 1999 Infineum exceeded the
     contractual maximum steam takes. For the remainder of 1999 Infineum took
     below the maximum which reflects their actual usage.

          If Infineum elects to take steam up to the maximum contract quantity
     during the peak and off-peak periods throughout the contract term, it is
     estimated that distributions to our company from Linden Venture could be
     reduced by approximately $1.3 million per year over the life of the
     contract. It is possible that this amount could increase if Infineum seeks
     to take quantities of steam in excess of the maximum contract quantity. The
     Infineum steam sale agreement requires Linden Venture to deliver quantities
     above the maximum contract quantities to the extent Linden Venture is able
     to do so, provided that Linden Venture is not materially adversely affected
     under the Linden PPA or Linden Venture's other agreements to sell steam to
     other steam users.

          Operating Standards for Qualifying Facilities. In order to be a
     qualifying cogeneration facility under the Public Utility Regulatory
     Policies Act of 1978, the Linden Facility must satisfy an operating
     standard and an efficiency standard relating to the production of thermal
     energy by the Linden facility. The operating standard requires that at
     least 5% of a facility's total energy output must be useful thermal energy
     used in an industrial or commercial process. If a facility achieves an
     operating standard of 15% or more, then in order to satisfy the efficiency
     standard, the useful power output of the facility plus one-half the useful
     thermal energy output must be no less than 42.5% of the total energy input
     of natural gas to the facility. If a facility achieves an operating
     standard that is below 15% (but above 5%), the facility must achieve an
     efficiency standard of at least 45%. The operating and efficiency standards
     are calculated for the first 12 months of a facility's operations and for
     each calendar year subsequent to the year in which the facility first
     produces electricity. The facility commenced operations in 1992. From 1994
     through 1999, the Linden facility achieved an operating standard no lower
     than 28.6% and an efficiency standard no lower than 46.0% in any calendar
     year.

          In order to maintain its status as a qualifying facility, Linden
     Venture relies on the fact that the demand for steam by Bayway Refining and
     Infineum is significantly above the level required to achieve the minimum
     operating and efficiency standards. The Linden steam sale agreements do not
     have

                                        4
<PAGE>   7

     minimum steam purchase requirements that are tied to the Linden facility
     maintaining qualifying facility status.

     Linden Gas Service Agreement. Linden Venture is a party to a gas service
agreement (the "Linden GSA") with Public Service Electric & Gas Company of New
Jersey ("PSE&G") and Elizabethtown Gas Company (the "Suppliers"), providing for
transportation and partial supply to be furnished jointly by PSE&G and
Elizabethtown Gas Company. Certain provisions of the Linden GSA are summarized
below.

     Term: Base term of 25 years. Sales service terminates after 15 years,
     unless extended by the Suppliers at the end of the 13th year, in which case
     such sales service continues for an additional 10 years. If no such
     election is made, the transportation resale service increases to the
     maximum quantity during the final 10 years of the base term to replace the
     terminated sales service.

     Quantities: The base amount of gas provided pursuant to resale service is
     85,000 MMBtu/day. The resale amount may be increased or decreased, subject
     to a minimum quantity of gas of 73,000 MMBtu/day and a maximum quantity of
     143,500 MMBtu/day, over the life of the Linden GSA. Gas delivered pursuant
     to sales service is subject to nomination by Linden Venture and can range
     from zero to 58,500 MMBtu/day. Sales service is fully interruptible, but
     resale service may be curtailed only to the minimum quantity. Delivery of
     butane may be used to satisfy the minimum quantity in periods of reduced
     resale service quantity. Butane storage and deliverability are sized to
     supply the minimum fuel requirements during gas supply interruption. During
     such interruptions, the plant can be operated on butane at an output level
     of only 300 MW due to butane deliverability restrictions. After the
     fifteenth year, the parties may negotiate to adjust the quantities of gas
     and butane to reflect changes in electricity purchases by Con Ed.

     Obligations: Resale service under the Linden GSA creates an obligation on
     Linden Venture to procure a sufficient supply of natural gas to deliver to
     the designated interstate pipeline receipt points. Linden Venture must
     contract for a year-round supply of natural gas of 85,000 MMBtu/day plus
     line loss and compressor fuel. Such supply must be firm from December
     through March and must be contractually committed for by the preceding June
     1. The Linden facility must purchase and make available to the Suppliers
     certain quantities of butane storage and butane product, which may be
     substituted by the Suppliers during curtailment on peak days during the
     period November through March. The Suppliers must obtain firm
     transportation capacity for a period of at least 15 years and obtain
     interruptible transportation as necessary.

     Services: Under resale service, Linden Venture purchases gas in the U.S.
     Gulf Coast production areas from which the Suppliers have pipeline
     transportation capacity. Linden Venture delivers to the pipeline receipt
     points of the Suppliers in the production area the base amount of 85,000
     MMBtu/day, plus line loss and compressor fuel, and sells such amount to the
     Suppliers at those locations. Suppliers then resell these amounts, less
     line loss and compressor fuel, to Linden Venture at the Linden facility's
     interconnections with the Suppliers' facilities. Resale service volumes are
     at least the minimum quantity, plus line loss and compressor fuel. FERC
     Order 636, issued April 1992, prohibits new contracts for such resale
     transportation services. The Linden GSA is allowed under the grandfather
     provision of FERC Order 636, but it cannot be extended or renewed. Subject
     to nominations by Linden Venture, the Suppliers sell additional gas to
     Linden Venture from their system supply in an amount that can range from
     zero to 58,500 MMBtu/day. Butane also is purchased by Linden Venture from
     Bayway Refining for use as back-up fuel if the Suppliers fail to deliver
     natural gas.

     Pricing: Resale service pricing is based on the sum of three components:

        - a component based on the price paid by the Suppliers for natural gas
          sold to the Suppliers at their receipt points;

        - a component based on transportation costs; and

        - a component based on a specified service fee which can escalate.

                                        5
<PAGE>   8

          Sales service is priced separately for peak and off-peak service.
     Off-peak supply pricing is based on the sum of three components:

        - a component equal to the Suppliers' cost of gas;

        - a component based on a specified service fee which can escalate with
          the Suppliers' base rates; and

        - a component equal to 1.5% of the Suppliers' cost of gas.

          Peak sales service during the months of December through March above a
     specified level includes a price component based on storage costs.

        Force Majeure: The Linden GSA may be terminated by the Suppliers for
        lack of performance by Linden Venture due to the occurrence of force
        majeure if the inability to perform extends for 18 months. This period
        of time can be extended if certain fees are paid to the Suppliers by
        Linden Venture. The Linden GSA may be terminated by Linden Venture if
        the Suppliers experience a force majeure event that extends for six
        months.

     Linden Operation and Maintenance Agreement. General Electric operates and
maintains the Linden facility pursuant to an operations and maintenance
agreement with a 12 year term which began in 1997. Linden Venture has the right
to terminate the agreement upon 180 days' notice and the payment of specified
amounts at the end of each of the fourth and seventh years and upon 180 days'
notice at the end of the tenth year.

     Linden Site Lease. Linden Venture leases the site for the Linden facility
from Bayway Refining. The term of the Linden site lease is 25 years from the
date of initial commercial operations of the Linden facility of May 1992. Bayway
Refining is entitled to terminate the Linden site lease in the event Linden
Venture defaults under the Bayway Refining steam sale agreement (subject to
various protections in favor of Linden Venture). The Linden site lease provides
Linden Venture with both a leasehold estate in the Linden site and non-
exclusive easements over other portions of Bayway Refining's property for
various interconnections to the Linden facility.

     Project Development. On February 14, 2000, the Company entered into an
Energy Services Agreement (the "ESA") with Tosco Refining L.P., a subsidiary of
Tosco Corporation, under which the Company agreed to procure construction of a
172-megawatt cogeneration facility (the "New Facility") to be located on part of
the Linden facility's site. In connection with the ESA, the Company and Bayway
Refining also entered into a ground lease to provide a site for interconnection
of the New Facility and three additional ground leases providing sites for
future capital improvement projects. The ESA also contemplates amending the
steam sale agreement between Bayway, a Tosco subsidiary, and Linden Venture to
increase the minimum amounts of steam that Bayway is required to take under the
agreement.

     Upon the receipt of consents from Linden Venture's lenders and partners and
the lenders to Cogen Technologies Linden, Ltd., Linden Venture's general
partner. Upon receipt of such consents, the Company intends to assign the ESA
and the ground leases to Linden Venture. The Company anticipates that the New
Facility, which is expected to be operational during the last quarter of 2001,
will require capital expenditures of approximately $107 million. The Company is
currently evaluating its alternatives for financing the construction of the New
Facility, but such financing may entail a recapitalization of Linden Venture.

     Either party may terminate the ESA without cause within 65 days of
execution of the Agreement. In the event that the Company terminates the ESA
after such 65 day period, the Company will be required to pay Tosco Refining a
termination payment of $13,140,000. The ESA also provides for reimbursement of
certain of the Company's expenditures incurred in connection with the ESA over
such 65-day period, provided certain conditions are met.

                                        6
<PAGE>   9

THE CAMDEN FACILITY

     Camden Facility Description. The Camden facility is a 146 MW gas-fired,
combined-cycle cogeneration facility located in Camden, New Jersey. The Camden
facility began commercial operations in March 1993.

     During the last five full calendar years, the Camden facility had an
average availability factor of 95%. This facility sells its electric capacity
and energy to PSE&G under a power purchase agreement which expires in 2013. The
Camden facility sells steam to Camden Paperboard Company under an agreement
which expires in 2013. We have operating and maintenance responsibility for the
Camden facility, but we have contracted with General Electric Company to provide
the day-to-day operation and maintenance of the plant.

     The Camden facility is comprised of one GE Frame 7EA gas turbine generator
and one GE extraction condensing steam turbine generator. Natural gas is burned
directly in a combustion turbine generator to produce electricity and high
temperature exhaust gases. These exhaust gases are channeled to a Deltak heat
recovery steam generator to produce high pressure steam for a steam turbine
driven electric generator, providing additional electricity as well as quality
process steam for sale to Camden Paperboard Company. See "-- Camden Steam Sale
Agreement." The steam turbine exhausts into a water cooled surface condenser to
return condensate to the Camden facility's water cycle. All raw makeup water is
purchased from the City of Camden and treated for use by the plant's
state-of-the-art demineralizer system. The Camden facility design has been
optimized based on thermal cycle power output of 143 MW net and average export
steam generation volume of approximately 35,000 lbs/hour.

     The 13.8 KV electrical power produced by the generators is stepped up to
230 KV and delivered to a gas insulated breaker and outdoor switchgear for
distribution and transmission into the PSE&G electric grid. An underground
dielectric fluid-cooled cable provides the outgoing power connection to PSE&G.
This cable interconnects with the PSE&G Gloucester Sub-station in Gloucester,
New Jersey, over an interconnection distance of approximately four miles.

     The Camden facility has been designed, and is being maintained and
operated, to meet the strict environmental standards of the State of New Jersey.
The Camden facility uses best available control technology to reduce gas turbine
emissions to the level required and permitted by federal and state regulators.
NOx and CO emissions levels are controlled through steam injection into the
turbine combustion chamber and by the design of the combustion turbine. The
Camden facility incorporates a selective catalytic reduction system to further
reduce CO and NOx emissions.

     Camden Power Purchase Agreement. Camden Cogen L.P. ("Camden Venture"), the
owner and operator of the Camden facility, sells the electrical capacity of the
Camden facility to PSE&G pursuant to a power purchase agreement (the "Camden
PPA") which also provides for the interconnection of the Camden facility with
PSE&G's transmission system. Certain provisions of the Camden PPA are summarized
below.

     Term: Base term through March 2013.

     Regulatory Approval: Approval by the New Jersey Board of Public Utilities
(the "NJBPU") was received in June 1989.

     Pricing: Pricing is comprised of a capacity payment and an energy charge,
which has three components, each as described below:

        Capacity: PSE&G is required to pay a monthly seasonal capacity payment
        for power delivered to PSE&G's receipt point. The payment is escalated
        at 5% per annum. The rate as of December 31, 1999 was $14.6576/KW/month.
        Payments during the summer peak months will not exceed the Camden
        Facility's current nominated capacity of 148.5 MW, and payments during
        the winter peak months will not exceed the Camden facility's current
        nominated capacity of 151.5 MW. Camden Venture has the right to adjust
        these seasonal capacity levels every three years, with a cumulative
        maximum of 10% of the initial nominated capacity of 135 MW during summer
        months and 145 MW during winter months. Adjustments to date have
        resulted in the cumulative summer maximum being achieved. In the event
        that any capacity in excess of the nominated capacity has been delivered
        in

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<PAGE>   10

        either the summer or winter peak months, PSE&G is entitled to a refund
        of a portion of the capacity charges to the extent it has paid for such
        excess capacity.

        Energy Fixed: PSE&G is required to pay a fixed energy component of
        2.0c/KWh for power delivered to PSE&G's receipt point. The fixed energy
        component remains unchanged for 20 years.

        Energy Fuel: PSE&G is required to pay a fuel charge for power delivered
        to PSE&G's receipt point which escalates monthly based upon PSE&G's
        average cost of gas in the CIG tariff. The average cost of gas equals
        PSE&G's average gas commodity cost plus a transportation component equal
        to PSE&G's interstate pipeline usage charges and one-half of PSE&G's
        interstate pipeline reservation charges. For December 1999, the
        adjustable component was 1.915c/KWh.

        Energy Inflation: PSE&G is required to pay an inflation component for
        power delivered to PSE&G's receipt point which escalates annually based
        on a GNP index. This component closely tracks a portion of the Camden
        facility's pipeline charges and variable O&M costs, which tend to
        increase with inflation. For December 1999, the inflation component was
        1.254c/KWh.

     Security: The tracking account under the Camden PPA tracks the difference
     between payments PSE&G has made to Camden Venture and projected payments
     based on the capacity and energy rates of the Pennsylvania-New
     Jersey-Maryland ("PJM") system. These projections are fixed and set out in
     the Camden PPA. The tracking account reached a maximum of $54 million
     during 1997 and will decline to zero by 2001. If a breach by PSE&G were to
     result in a termination of the Camden PPA, Camden Venture would be required
     to pay to PSE&G the amount, if any, by which the balance in the tracking
     account exceeds the damages found to be due to Camden Venture as a result
     of such breach. PSE&G has been granted a second lien on the Camden Facility
     to secure its rights with respect to the security provisions of the Camden
     PPA.

     Curtailment: PSE&G is obligated to accept all of the Camden facility's net
     electrical output, except in the following circumstances:

        - the Camden facility fails to comply with certain interconnection,
          protection and safety requirements and standards for customer-owned
          generating facilities;

        - such acceptance would jeopardize the integrity or transmission
          facilities of the PSE&G or PJM systems;

        - during system emergencies or planned maintenance of the transmission
          or interconnection facilities; or

        - during "light load" periods, if, due to operational circumstances,
          PSE&G would incur costs greater than those that it would have incurred
          if it had not made such purchases.

     PSE&G has never curtailed deliveries pursuant to these provisions other
than for minimum generation emergencies which have occurred every year.

     Qualifying Facility Status: If sections 201 and 210 of the Public Utility
     Regulatory Policies Act of 1978 ("PURPA") are no longer in effect or the
     Camden facility ceases to qualify as a QF for reasons not within its
     control, including a reduction or cessation in thermal energy use, the
     Camden PPA will nevertheless continue in effect provided the following
     conditions are met:

        - the NJBPU does not bar PSE&G from passing the rates through to its
          customers;

        - federal, state or local laws are not violated; and

        - Camden Venture or its owners are not subject to unreasonably
          burdensome regulation under the Public Utility Holding Company Act of
          1935 ("PUHCA").

     However, in such circumstances, Camden Venture must file the Camden PPA
with the FERC, and the FERC might impose a lower rate. See
"Regulation -- Federal Energy Regulation." If one of the above events
                                        8
<PAGE>   11

does occur, Camden Venture and PSE&G must negotiate in good faith for an
arrangement with substantially similar economic benefits to each party as are
provided under the Camden PPA. If one of the above PURPA events occurs, and the
NJBPU denies rate pass-through of PSE&G's obligations under the Camden PPA,
Camden Venture and PSE&G must negotiate in good faith to provide a rate with
substantially similar economic benefits to each party, and which the NJBPU will
permit PSE&G to recover from its ratepayers. Any such agreement would be subject
to approval by the FERC. If the parties cannot reach such an agreement, either
party may exercise any other right afforded it under the Camden PPA.

     Breach of Contract: Among other events, the failure by Camden Venture to
     perform its obligations under the Camden PPA constitutes a breach unless,
     within 30 days after notice from PSE&G, Camden Venture cures the breach or
     commences and diligently pursues a cure. For any reason other than force
     majeure or curtailment, failure to deliver electric power for 240 out of
     365 days constitutes a breach. Such occurrences will be deemed events of
     default which, if not remedied in 30 days, may be submitted to a regulatory
     body with appropriate jurisdiction or arbitration for resolution.

     Force Majeure: Either party to the Camden PPA may suspend performance
     thereunder (except for any obligation to make payments for expenses already
     incurred) due to the occurrence of force majeure, provided that the
     non-performing party provides prompt notice to the other party of the force
     majeure event and expeditiously takes action to remedy the event excusing
     performance.

     Camden Steam Sale Agreement. Camden Venture sells steam to Camden
Paperboard, a subsidiary of Caraustar Industries, Inc., which has long term debt
credit ratings from Moody's and S&P of Baa1 and BBB, respectively. The agreement
provides for a base period expiring in March 2013. Under the Camden steam sale
agreement, Camden Venture must sell and deliver steam up to a maximum quantity
of 50,000 lbs/hour. However, Camden Venture has agreed to take all reasonable
steps to provide up to 60,000 lbs/hour if requested by Camden Paperboard. Camden
Paperboard has agreed to accept and utilize a minimum quantity of steam
sufficient to preserve the Camden facility's QF status under PURPA. Camden
Paperboard's obligation is deemed satisfied if it purchases an amount averaging
23,000 lbs/hour from Camden Venture. Camden Paperboard's obligation to take the
minimum steam required for the Camden facility to maintain QF status will be
excused for a maximum of twelve months in the aggregate due to any of the
following:

     - an event of force majeure;

     - a major plant overhaul;

     - retooling or equipment failure; or

     - reduced plant capacity at Camden Paperboard's facility due to economic
       conditions.

After such period, Camden Paperboard's obligation to take steam will be
unaffected by such events or conditions. Camden Paperboard is required to return
steam condensate in specified quantities and qualities. Steam is priced in two
increments. Camden Paperboard receives the first 35,000 lbs/hour at no cost;
thereafter, it pays one-half the avoided boiler fuel cost per 1,000 lbs/hour in
excess of 35,000 lbs/hour on a monthly basis. The Camden steam sale agreement
may not be assigned or transferred by either party without the prior written
consent of the other party, provided that either party may assign it to an
affiliate or a lender.

     Camden Gas Service Agreement. Camden Venture is party to a gas service
agreement with PSE&G (the "Camden GSA"), certain provisions of which are
summarized below.

        Term: Base term extends through May 2011.

        Quantities: PSE&G must provide the Camden facility with firm gas
        transportation (to burner tip) for up to 30,000 MMBtu/day and must
        provide interruptible gas transportation service to Camden during peak
        period curtailments if interstate pipeline capacity is available. Every
        three annual periods following the date of commercial operations, Camden
        Venture may adjust the daily quantity plus or minus 2,750 MMBtu/day from
        the original contract quantity of 27,500 MMBtu/day to reflect
        anticipated changes in the fuel requirements of the Camden Facility.

                                        9
<PAGE>   12

        Obligations: PSE&G must provide firm transportation for 30,000 MMBtu/day
        (plus shrinkage) on a continuous, year-round basis, subject to a maximum
        of 25 days of interruption per year on any day the U.S. Weather Bureau
        forecasts certain average temperatures at Newark International Airport
        in Newark, New Jersey. During such interruptions, the Camden facility
        can burn kerosene, Jet-A or L.S. Diesel, although interruptible gas
        service may be available via extended service or through other
        arrangements that Camden Venture may make for incremental gas supplies.
        PSE&G is required to obtain firm gas transportation for at least 15
        years to provide the resale service. PSE&G is responsible for obtaining
        any additional regulatory approvals that may be required in the future.

        Camden Venture is obligated to deliver and sell the contract quantity of
        gas to PSE&G at the receipt points and to purchase such gas at the
        Camden facility upon delivery by PSE&G. Upon curtailment, the Camden
        facility may substitute alternative fuels and also may use up to 22,000
        barrels of alternative fuels in lieu of the resale service for up to 25
        days per year.

        Services: Gas purchased by Camden Venture is sold to PSE&G, with certain
        exceptions, at a price equal to Camden Venture's cost and is then
        delivered by PSE&G to the Camden Facility and resold to Camden Venture.
        FERC Order 636, issued April 1992, prohibits new contracts for such
        resale transportation services. The Camden GSA is allowed under the
        grandfather provision of FERC Order 636, but it cannot be extended or
        renewed.

        Pricing: Resale service pricing is based on three components:

           - the price per MMBtu at the receipt point;

           - PSE&G's average cost of interstate transportation per MMBtu; and

           - a service charge provided to PSE&G.

        Force Majeure: The Camden GSA may be terminated in certain circumstances
        by PSE&G for lack of performance by Camden Venture due to the occurrence
        of force majeure if the inability to perform extends for a period of 18
        months. Camden Venture may terminate the Camden GSA if PSE&G experiences
        a force majeure event for a period of six months.

     Camden Operation and Maintenance Agreement. General Electric operates and
maintains the Camden facility pursuant to an operations and maintenance
agreement with a 12 year term which began in 1997. Camden Venture has the right
to terminate the agreement upon 180 days' notice and the payment of specified
amounts at the end of each of the fourth and seventh project years and upon 180
days' notice at the end of the tenth project year.

     Camden Site Arrangements. Camden Venture acquired the Camden site, which
consists of two adjacent parcels, in January 1992 prior to the commencement of
construction of the Camden facility.

THE BAYONNE FACILITY

     Bayonne Facility Description. The Bayonne facility is a 176 MW gas-fired,
combined-cycle cogeneration facility located on the site of the IMTT facility in
Bayonne, New Jersey. FERC has certified the Bayonne facility as a QF under
PURPA. The Bayonne facility began commercial operations in October 1988.

     During the last five full calendar years, the Bayonne facility had an
average availability factor of 96%. This facility sells approximately 76% of its
electric capacity and energy (up to 125 MW) to Jersey Central Power & Light
Company ("JCP&L") and approximately 24% (up to 40 MW) to PSE&G under separate
power purchase agreements which expire in 2008. The Bayonne facility sells steam
to IMTT-Bayonne and IMTT-BX under separate year-to-year agreements. We have
operating and maintenance responsibility for the Bayonne facility, but we have
contracted with General Electric Company to provide the day-to-day operation and
maintenance of the plant.

     The Bayonne facility is comprised of three GE Frame 6B gas turbine
generators and one GE Single Admission/Extraction Condensing steam turbine
generator. Natural gas is burned directly in a combustion

                                       10
<PAGE>   13

turbine generator to produce electricity and high temperature exhaust gases. The
exhaust gases from the gas turbines are channeled into three Henry Vogt heat
recovery steam generators to produce high pressure steam for a steam turbine
driven electric generator, providing additional electricity as well as
extracting quality process steam for sale to IMTT-Bayonne and IMTT-BX. The steam
turbine exhausts into a water cooled surface condenser to return condensate to
the Bayonne facility's water cycle. All raw makeup water is purchased from the
City of Bayonne.

     The 13.8 KV electrical power produced by the generators is stepped up to
138 KV and delivered by SF6 switchgear to an underground cable which provides
the outgoing power connection to PSE&G. This cable interconnects with PSE&G's
Bayonne Substation in Bayonne, New Jersey, over an interconnection distance of
approximately three miles.

     The Bayonne facility has been designed, and is being maintained and
operated, to meet the strict environmental standards of the State of New Jersey.
The Bayonne facility uses best available control technology to reduce gas
turbine, water and noise emissions to the levels required and permitted by
federal and state regulators. NOx emissions levels are controlled through water
injection into the turbine combustion chambers and by selective catalytic
reduction in the heat recovery steam generators. CO emissions are controlled by
the design of the combustion turbines.

     The Bayonne facility has been designed based on a thermal cycle power
output of 165 MW net and average export steam generation volume of 125,000
pounds per hour. Recent upgrades to the three gas turbine generators, which were
completed in early 1998, increased the Bayonne facility's output by 6.7 MW.

     Transmission Interconnections. Cogen Technologies NJ Venture ("Bayonne
Venture"), the owner and operator of the Bayonne facility, is party to a
transmission service and interconnection agreement with PSE&G pursuant to which
PSE&G agreed to design, construct, own and operate a 138 KV underground
transmission cable circuit and associated terminal facilities to connect the
Bayonne facility with PSE&G's Public Service System at PSE&G's Bayonne Switching
Station. The electric power transmission facilities of PSE&G are interconnected
with those of JCP&L, and both PSE&G and JCP&L are members of the PJM. The
initial term of the agreement expires in 2008. A determination by the FERC that
the Bayonne facility is no longer a qualifying facility is an event of
termination under the transmission and interconnection agreement.

     Bayonne Power Purchase Agreements. Bayonne Venture sells 75.8% of the
Bayonne facility's net electrical output (up to an average annual maximum of 125
MW) to JCP&L pursuant to a power purchase agreement (the "JCP&L PPA"). The
remaining 24.2% of electrical output of the Bayonne facility (up to 40 MW) is
sold to PSE&G pursuant to a power purchase agreement (the "PSE&G PPA"). Certain
provisions of the JCP&L PPA and the PSE&G and PPA are summarized below.

     JCP&L PPA.

     Term: Base term expires in October 2008.

     Regulatory Approval: Approval by the NJBPU was received in December 1985.
     The first amendment to the JCP&L PPA was not submitted to the NJBPU for
     approval because the changes were non-substantive. NJBPU approval of the
     second amendment to the JCP&L PPA was received in December 1988.

     Pricing: Pricing is determined by the sum of the fixed, gas, gross national
     product and retail rate components (as explained below) and is adjusted
     annually (the "Applicable Rate"). The JCP&L PPA requires that JCP&L pay
     120% of the Applicable Rate for all electricity delivered during on-peak
     periods and 88.9% of the Applicable Rate for all electricity delivered
     during off-peak periods. The peak period is 8:00 am to 8:00 pm, Monday
     through Friday, 52 weeks per year. The components are set forth below:

        Fixed: The fixed component is 2.80c/KWh for electricity delivered to
        receipt points, up to a maximum aggregate of 125 MW/hour on an average
        annual basis.

                                       11
<PAGE>   14

        Gas: The gas component is indexed against changes in JCP&L's weighted
        average cost of gas for the prior year. For December 1999, the gas
        component was 3.027c/KWh for power delivered to receipt points, up to a
        maximum aggregate of 125 MW/hour on an average annual basis.

        GNP Deflator: The general price change component reflects inflation
        adjustments. For December 1999, this component was approximately
        0.973c/KWh for power delivered to receipt points, up to a maximum
        aggregate of 125 MW/hour on an average annual basis.

        Retail Rate: The local price change component reflects changes in
        JCP&L's retail rates. For December 1999, this component was
        approximately 0.792c/KWh, for power delivered to receipt points, up to a
        maximum aggregate of 125 MW/hour on an average annual basis.

     Qualifying Facility Status: The JCP&L PPA does not require the Bayonne
     facility to remain a qualifying facility. However, should the Bayonne
     facility lose its qualifying facility status, Bayonne Venture would be
     required to file the JCP&L PPA with the FERC, and the FERC might impose a
     lower rate.

     Curtailment: JCP&L may curtail purchases only in the event of force majeure
     and other excusable conditions, including emergencies involving the
     wheeling system and interruptions, curtailments and reductions required by
     prudent electrical practices. We do not anticipate that these limited
     curtailment provisions will have a material effect on Bayonne Venture's
     revenues under the JCP&L PPA. JCP&L has not curtailed power purchases to
     date.

     Breach of Contract: Among other events, failure of the Bayonne facility to
     deliver electricity for 365 consecutive days, for reasons other than force
     majeure, constitutes a breach.

     Force Majeure: Either party to the JCP&L PPA may suspend performance
     thereunder (except for any obligation arising prior to such event to make
     payments) due to the occurrence of force majeure, provided that the
     non-performing party provides prompt notice to the other party of the force
     majeure event and expeditiously takes action to continue performance,
     remedy the event excusing performance and mitigate resulting damages to the
     other party.

     PSE&G PPA.

     Term: Base term expires in November 2008.

     Regulatory Approval: NJBPU authorization was received in June 1989.

     Pricing: Pricing under the PSE&G PPA is comprised of a capacity payment and
     an energy charge which has three components, each as described below:

        Capacity: PSE&G is required to pay a monthly seasonal capacity payment
        for power delivered to PSE&G's receipt point. The payment is escalated
        at 4.9% per annum. As of December 31, 1999, the rate was
        $14.13/Kw/month. Payments during the summer peak months will not exceed
        PSE&G's proportion of the Bayonne facility's nominated capacity of 150
        MW (i.e., 36 MW), and payments during the winter peak months will not
        exceed PSE&G's proportion of the Bayonne facility's nominated capacity
        of 179 MW (i.e., 43 MW). Bayonne Venture has the right to adjust these
        seasonal capacity levels every year, within a range of plus or minus 10%
        of the initial or renominated values.

        Energy Fixed: PSE&G is required to pay a fixed energy component of
        2.0c/KWh for power delivered to PSE&G's receipt point. The fixed energy
        component remains unchanged during the base term of the PSE&G PPA.

        Energy Fuel: PSE&G is required to pay a fuel energy component for power
        delivered to PSE&G's receipt point which escalates monthly in accordance
        with PSE&G's Cogeneration Interruptible Gas Rate Schedule ("CIG") as
        approved by NJBPU. The CIG rate is based on PSE&G's average cost of gas
        and includes an additional component representing transportation through
        the local distribution system. For December 1999, the fuel energy
        component rate was 2.127c/KWh.

                                       12
<PAGE>   15

        Energy Inflation: PSE&G is required to pay an inflation component for
        power delivered to PSE&G's receipt point which escalates annually based
        on a GNP index. This component closely tracks a portion of the Bayonne
        facility pipeline charges and variable O&M costs, which tend to increase
        with inflation. For December 1999, the inflation component was
        0.938c/KWh.

     Security: The tracking account under the PSE&G PPA tracks the difference
     between payments PSE&G has made to Bayonne Venture and estimated future
     capacity and energy rates of the PJM. These estimates are fixed and set out
     in the PSE&G PPA. The tracking account reached a maximum of $46 million
     during 1997 and will decline to zero by 2005. If a breach by PSE&G were to
     result in a termination of the PSE&G PPA, Bayonne Venture would be required
     to pay to PSE&G the amount, if any, by which the balance in the tracking
     account exceeds the damages found to be due to Bayonne Venture as a result
     of such breach. Bayonne Venture has provided a letter of credit to PSE&G
     for 10% of the tracking account ($4.4 million at December 31, 1999) to
     secure its contingent obligation with respect to the security provisions of
     the PSE&G PPA. If the tracking account has not been closed by the end of
     the base term, Bayonne Venture may either (i) pay any credit balance due to
     PSE&G or (ii) continue sales to PSE&G under terms that will reduce the
     balance to zero over a maximum period of five years.

     Curtailment: PSE&G may curtail purchases in the following circumstances:

        - the Bayonne facility fails to comply with certain interconnection,
          protection and safety requirements and standards for customer-owned
          generating facilities;

        - such acceptance would jeopardize the integrity or transmission
          facilities of the PSE&G or PJM systems;

        - during system emergencies or planned maintenance of the transmission
          or interconnection facilities; or

        - during "light load periods" if, due to operational circumstances,
          PSE&G would incur costs greater than those that it would have incurred
          if it had not made such purchases.

     As of the date of this report, PSE&G has curtailed the Bayonne facility
     only pursuant to the "light load" provisions and minimum generation system
     emergency.

     Qualifying Facility Status: If sections 201 and 210 of PURPA are no longer
     in effect or the Bayonne facility ceases to qualify as a QF for reasons not
     within its control, including a reduction or cessation in thermal energy
     use, the PSE&G PPA will nevertheless continue in effect, provided the
     following conditions are met:

        - the NJBPU does not bar PSE&G from passing the rates through to its
          customers;

        - federal, state or local laws are not violated; and

        - Bayonne Venture or its owners are not subject to unreasonably
          burdensome regulation under PUHCA.

     However, in such circumstances, Bayonne Venture must file the PSE&G PPA
     with the FERC, and the FERC might impose a lower rate. See
     "Regulation -- Federal Energy Regulation." If one of the above events does
     occur, Bayonne Venture and PSE&G must negotiate in good faith for an
     arrangement with substantially similar economic benefits to each party as
     are provided under the PSE&G PPA. If one of the above PURPA events occurs
     and the NJBPU denies rate pass-through of PSE&G's obligations under the
     PSE&G PPA, Bayonne Venture and PSE&G must negotiate in good faith to
     provide a rate with substantially similar economic benefits to each party,
     and which the NJBPU will permit PSE&G to recover from its ratepayers. Any
     such agreement would be subject to approval by the FERC. If the parties
     cannot reach such an agreement, either party may exercise any other right
     afforded it under the PSE&G PPA.

                                       13
<PAGE>   16

     Breach of Contract: Failure by Bayonne Venture to perform its obligations,
     including a failure by Bayonne Venture to deliver electric power to PSE&G
     for 240 out of 365 consecutive days for any reason other than force majeure
     or curtailment, constitutes a breach unless, within 30 days after notice of
     breach from PSE&G, Bayonne Venture cures the breach or commences and
     diligently pursues a cure.

     Force Majeure: Either party to the PSE&G PPA may suspend performance
     thereunder (except for any obligation to make payments for expenses already
     incurred) due to the occurrence of force majeure, provided that the
     non-performing party provides prompt notice to the other party of the force
     majeure event and expeditiously takes action to remedy the event excusing
     performance.

     Bayonne Steam Sale Agreements. Steam produced by the Bayonne facility is
sold to IMTT-Bayonne and IMTT-BX under two separate agreements. IMTT-Bayonne and
IMTT-BX are subsidiaries of Van Ommeren. The IMTT-Bayonne and IMTT-BX steam sale
agreements are described below.

        IMTT-Bayonne. Pursuant to the IMTT-Bayonne steam sale agreement,
        IMTT-Bayonne agrees to purchase from Bayonne Venture all of the thermal
        energy requirements of its tank terminal facility, up to the deemed
        maximum steam production of 57,000 lbs/hour, according to a pricing
        formula based on IMTT-Bayonne's avoided cost of steam. The IMTT-Bayonne
        steam sale agreement also provides for the sale of electricity to
        IMTT-Bayonne at Bayonne Venture's option. Bayonne Venture has no current
        plans to offer IMTT-Bayonne electricity. The IMTT-Bayonne steam sale
        agreement provides for a base term of 10 years, which has expired, and
        for automatic renewals thereafter for each subsequent year, unless
        either party elects to terminate the agreement at the end of a renewal
        year upon 60 days' notice. The IMTT-Bayonne steam sale agreement is
        currently in full force and effect.

        IMTT-BX. Under the terms of the IMTT-BX steam sale agreement, IMTT-BX
        agrees to purchase from Bayonne Venture an average of 50,000 lbs/hour of
        steam on an annualized basis, at all times that Bayonne Venture has a
        minimum of 65,000 lbs/hour of deliverable steam. The pricing formula is
        based on IMTT-BX's avoided cost of steam. IMTT-BX has the right to
        reduce its required take of 50,000 lbs/hour to the extent that there are
        changes in its operations which result in lower annual steam
        requirements. The IMTT-BX steam sale agreement provides for an initial
        term of five years, which has expired, and for automatic renewals for
        each subsequent year, unless either party provides one year's written
        notice of its intent to terminate the agreement. The IMTT-BX steam sale
        agreement would then terminate one year after such notice or at an
        earlier date upon which the parties mutually agree.

     Bayonne Gas Supply Arrangement. Bayonne Venture is party to an agreement
for gas service with PSE&G, which provides that PSE&G will supply gas to Bayonne
Venture pursuant to the terms of the PSE&G CIG, as modified by the Bayonne gas
service agreement. The Bayonne facility requires an average of approximately
36,000 MMBtu/day. Certain provisions of the agreement are summarized below.

     Term: Subject to termination upon five days' notice.

     Quantities: Bayonne Venture may purchase up to a maximum of 3,000 Mcf/hour
     and up to a maximum of 17,600,000 MMBtu/year.

     Obligations: The Bayonne facility must maintain QF status.

     Service: Interruptible service is provided by PSE&G under certain
     conditions that include PSE&G's continuing ability to provide the service
     and the Bayonne facility's continuing status as a QF. The Bayonne
     facility's supply is subject to 100% interruption during very low
     temperature days on eight hours' notice.

     In the event that PSE&G interrupts gas service, the Bayonne facility can
utilize kerosene, which is stored at the site in a day tank with a capacity of
250,000 gallons. In addition, the Bayonne facility has approximately 60,000
barrels (equivalent to approximately 10 days' supply at full output) of storage
under lease from

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<PAGE>   17

IMTT -- Bayonne adjacent to the site with direct pipeline transfer capability to
the Bayonne facility's day tank. Additional fuel is stored routinely by fuel
suppliers at the IMTT -- Bayonne terminal facility. Over the preceding four
winters, the Bayonne facility's gas supply has been interrupted a total of ten
days. During those periods of interruption, the plant continued to operate on
kerosene.

     Pricing: Bayonne Venture is required to pay a monthly charge per MMBtu of
     gas equal to the sum of:

        - PSE&G's estimated average commodity cost of gas at the sources of the
          gas;

        - PSE&G's estimated interstate pipeline commodity charges;

        - 50% of PSE&G's estimated interstate pipeline demand charges; and

        - PSE&G's local distribution charge.

     The average price of gas under the PSE&G CIG in 1999 was $3.130 per MMBtu.

     Bayonne Operation and Maintenance Agreement. General Electric operates and
maintains the Bayonne facility pursuant to an operations and maintenance
agreement with a twelve year term that began in 1997. Bayonne Venture has a
right to terminate the Bayonne agreement upon 180 days' notice and the payment
of specified amounts at the end of each of the fourth and seventh project years
and upon 180 days' notice at the end of the tenth project year.

     Bayonne Site Lease Agreement. Bayonne Venture leases the site for the
Bayonne facility from IMTT-Bayonne and Bayonne Industries, Inc. The initial term
of the Bayonne site lease is 20 years from May 22, 1986. After the expiration of
the initial term, the Bayonne site lease will automatically renew for two
succeeding terms, the first for two years and the second for 10 years, unless
Bayonne Venture elects to terminate the lease upon nine months' notice. Base
rent for the Bayonne facility is pre-paid for 20 years. The Bayonne site lease
provides Bayonne Venture with both a leasehold estate in the Bayonne site and
non-exclusive easements over other portions of Bayonne Industries' property for
various interconnections to the Bayonne facility.

COMPETITION

     Our facilities sell power pursuant to long-term agreements with
investor-owned utilities in New York and New Jersey. Because of the terms of the
power purchase agreements for the facilities, our revenues are not significantly
impacted by competition from other sources of generation. The power generation
industry is rapidly evolving, however, and regulatory initiatives have been
adopted at the federal level and in both New York and New Jersey aimed at
increasing competition in the power generation business. As a result, it is
likely that when the power purchase agreements expire over the period of
2008-2017, the facilities will be required to compete in a significantly
different market in which operating efficiency and other economic factors will
determine success. We are likely to face intense competition from generation
companies throughout the region as well as from the wholesale power markets. See
"Regulation -- Federal Energy Regulation" and "-- State Energy Regulation."

EMPLOYEES

     We have five officers who are responsible for the day-to-day management of
our affairs. Our company has approximately 30 employees in total. Upon the
request of our management, Enron may provide tax, human resource, legal, office
space, cash management, information technology, payroll and employee benefit
related services pursuant to our corporate services agreement with Enron. See
"Our Management -- Corporate Services Agreement." Under the Linden, Camden and
Bayonne O&M agreements, General Electric operates and maintains the facilities
and manages all aspects of their operations.

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INSURANCE

     We have a comprehensive insurance program underwritten by recognized
insurance companies licensed to do business in the State of New Jersey, which
has been reviewed by an independent insurance consultant. The insurance program
includes:

     - commercial general public liability, automobile liability and excess
       liability insurance;

     - property insurance, including "all risks" property damage (including
       boiler and machinery); and

     - 12 month business interruption insurance.

Limits and deductibles in respect of these insurance policies are comparable to
those carried by other electric generating facilities of similar size.

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<PAGE>   19

                                   REGULATION

     Our Company is subject to complex energy, environmental and other laws and
regulations at the federal, state and local levels in connection with the
ownership and operation of the facilities. Federal laws and regulations govern
transactions by electrical and gas utility companies, the types of fuel which
may be utilized by an electric generating plant, the type of energy which may be
produced by such a plant and the ownership structure of a plant. State utility
regulatory commissions may examine the prudence of the rates and, in some
instances, other terms and conditions under which public utilities purchase
electric power from independent producers and approve the rates for sale of
retail electric power. Energy producing projects also are subject to federal,
state and local laws and administrative regulations which govern the emissions
and other substances produced, discharged or disposed of by a plant and the
geographical location, zoning, land use and operation of a plant.

FEDERAL ENERGY REGULATION

Public Utility Regulatory Policies Act of 1978 and implementing regulations

     An electricity generating project must be a QF under FERC regulations in
order to take advantage of certain rate and regulatory incentives provided by
PURPA. PURPA exempts owners of all qualifying cogeneration facilities from PUHCA
regulation based on the ownership and operation of a QF, and exempts most
categories of QFs from most provisions of the Federal Power Act (the "FPA") and,
except under certain limited circumstances, state laws concerning rate or
financial regulation. We believe that each of the facilities currently meets the
requirements under PURPA for QF status.

     PURPA provides two primary benefits to owners of QFs. First, QFs generally
are relieved of compliance with extensive federal, state and local regulations
that control the organizational and financial structure of an entity that owns
or operates an electric generating plant and the prices and terms on which
electricity may be sold by the plant to a wholesale purchaser. Secondly, FERC's
regulations promulgated under PURPA require that electric utilities purchase
needed electricity generated by QFs at a price based on the purchasing utility's
"avoided cost" and that the utility sell back-up power to the QF on a
non-discriminatory basis. The term "avoided cost" is defined as the incremental
cost to an electric utility of electric energy or capacity, or both, which, but
for the purchase from QFs, such utility would generate for itself or purchase
from another source. FERC regulations also permit QFs and utilities to negotiate
agreements for utility purchases of power at rates that differ from the
utility's avoided cost. Due to the decrease in energy prices in comparison to
energy prices in the 1980s, when many PURPA avoided cost contracts were
established, many existing QF contracts provide for avoided costs that are
considerably higher than the cost of power available from other sources.

     The FERC and the federal appellate courts have rejected utility efforts to
reduce the prices in QF contracts unilaterally, without the consent of the QF
owner. In Freehold Cogeneration Associates, L.P. v. Board of Regulatory
Commissioners of the State of New Jersey et. al., 44 F.3d 1179 (3d Cir. 1995),
cert. denied, 516 U.S. 815 (1995), a ruling which the U.S. Supreme Court
declined to review, the U.S. Court of Appeals for the Third Circuit held that a
state regulatory commission is preempted by PURPA from lowering the rates for
purchases from a QF in a contract that the state commission had previously
approved. Similarly, in New York State Electric & Gas Corp., 71 FERC para.
61,027 (1995), order denying reconsideration, 72 FERC para. 61,067 (1995),
dismissed, 117 F.3d 1473 (1997), the FERC rejected a request by a utility that
the FERC hold that above-current market rates established in contracts between
QFs and a utility violate PURPA. The FERC held that its regulations do not
prohibit rates based on projected avoided costs where the rates subsequently
differ from actual avoided costs at the time of delivery and stated that it
would not disturb QF contracts if the contracts were not challenged as exceeding
avoided costs at the time they were signed.

     In order to be a QF, a cogeneration facility must produce not only
electricity but also useful thermal energy for use in an industrial or
commercial process for heating or cooling applications in certain minimum
proportions to the facility's total energy output and must meet certain energy
efficiency standards. A QF also must not be more than 50% owned by an electric
utility company or by an electric utility holding company, or a subsidiary of
such a utility or holding company or any combination thereof. In the case of
partnerships, joint ventures and limited liability companies, the FERC has
defined "ownership" to mean that a utility may not

                                       17
<PAGE>   20

receive more than 50% of the stream of economic benefits from the operation of
the QF or possess more than 50% control of the QF. The FERC has interpreted
"control" to mean the ability unilaterally to alter the "stream of benefits" or
enter into QF-related contracts with affiliates. Under the FERC's PURPA
regulations, a holding company that is exempt from PUHCA regulation pursuant to
Section 3(a)(1) of PUHCA is considered a "utility" for purposes of the FERC's
PURPA restrictions on utility ownership. Upon Enron's 1997 acquisition of
Portland General Corp. and its subsidiary Portland General Electric Co., Enron
became a holding company exempt under Section 3(a)(1) of PUHCA and a "utility"
for purposes of the FERC's PURPA ownership regulations. Consequently, the
aggregate of Enron's and any other utilities' ownership interest in a QF cannot
exceed 50%.

     Certain factors necessary to maintain QF status are subject to risks
outside our control. For example, loss of a thermal energy customer or failure
of a thermal energy customer to take required amounts of thermal energy from a
cogeneration facility that is a QF could cause the facility to fail to meet
requirements regarding the level of useful thermal energy output. Upon the
occurrence of such an event, we would seek to replace the thermal energy
customer or find another use for the thermal energy which meets PURPA's
requirements, but we cannot assure you that this would be possible.

     If one of the plants in which we have an interest should lose its status as
a QF, the plant would no longer be entitled to the exemptions from PUHCA, the
FPA and state law afforded to QFs under PURPA. Loss of such exemptions could:

     - trigger certain rights of termination under power purchase agreements;

     - subject the plant owner to rate and financial regulation as a public
       utility under the FPA and state law; and

     - if the plant owner were not an exempt wholesale generator ("EWG"), result
       in our company inadvertently becoming a public utility holding company by
       virtue of our owning more than 10% of the voting securities of, or
       controlling, a facility that would no longer be exempt from PUHCA.

Loss of QF status might also trigger defaults under covenants to maintain QF
status in financing agreements and under the indenture. If a plant in which we
have an interest should lose its status as a QF and the FERC were not to waive
its QF regulations, FERC would require our venture that owns the plant to refund
to the utility power purchaser, an amount equal to the difference between the
contract rate and the utility's hourly marginal variable cost, plus interest,
for the period in which QF status was not retained and power sales were made at
the contract rate. If a power purchase agreement expressly provides for a rate
to apply in circumstances in which the facility is no longer a QF, as do some of
the power purchase agreements for the facilities, the FERC would permit that
rate to be charged, if it is shown that the contract "is the product of market
forces." If such a showing cannot be made, FERC precedent indicates that the
FERC would establish a rate based on the facility's cost-of-service, capped at
the contract rate. See "Our Business -- The Linden Facility -- Linden Power
Purchase Agreement," "-- The Camden Facility -- Camden Power Purchase Agreement"
and "-- The Bayonne Facility -- Bayonne Power Purchase Agreements."

     Under current FERC policy, the FERC will continue to make available the
exemptions from PUHCA, the FPA, and state utility regulation available to a QF
that fails to satisfy the applicable standards unless the non-compliance was
marked by long duration or frequent occurrence. In addition, under the Energy
Policy Act of 1992, if the entity that owns a plant can be qualified as an EWG,
the entity will be exempt from PUHCA even if it does not qualify as a QF.
Therefore, another response to the loss or potential loss of QF status is to
qualify the plant as an EWG. Each of the facilities has been qualified as an
EWG. EWG status, however, may not address the potential default issues relating
to maintenance of QF status under power and steam purchase agreements and
financing instruments. EWGs must also apply to the FERC for rate approval for
wholesale transactions and are not permitted to make retail sales of electricity
(such as to the thermal energy customer) unless the facility is also a QF.

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<PAGE>   21

Public Utility Holding Company Act of 1935

     Under PUHCA, any corporation, partnership or other legal entity which owns
or controls 10% or more of the outstanding voting securities of a "public
utility company" or a company which is a "holding company" for a public utility
company is subject to registration with the Commission and regulation under
PUHCA, unless eligible for an exemption from regulation under PUHCA. A holding
company of a public utility company that is subject to registration is required
by PUHCA to limit its utility operations to a single integrated utility system
and to divest any other operations not functionally related to the operation of
that utility system. Approval by the SEC is required for nearly all important
financial and business dealings of a registered holding company. Most QFs are
not public utility companies under PUHCA. The Energy Policy Act of 1992, among
other things, amends PUHCA to allow EWGs, under certain circumstances, to own
and operate generation facilities without subjecting the owner or operator to
registration or regulation under PUHCA.

Federal Natural Gas Transportation Regulation

     Each of our three power plants is fueled with natural gas. The cost of
natural gas is ordinarily the largest expense (other than debt costs) of a
venture and is critical to the venture's economics. The risks associated with
using natural gas can include:

     - the need to arrange transportation of the gas from great distances,
       including obtaining removal, export and import authority if the gas is
       transported from Canada;

     - the possibility of interruption of the gas supply or transportation
       (depending on the quality of the gas reserves purchased or dedicated to
       the plant, the financial and operating strength of the gas supplier and
       whether firm or non-firm transportation is purchased); and

     - obligations to take a minimum quantity of gas or pay for it (i.e.,
       take-or-pay obligations).

     Pursuant to the Natural Gas Act, FERC has jurisdiction over the
transportation and storage of natural gas in interstate commerce. With respect
to most transactions that do not involve the construction of pipeline
facilities, regulatory authorization can be obtained on a self-implementing
basis. However, pipeline rates for such services are subject to continuing FERC
oversight.

Proposed Deregulation

     The United States Congress is considering proposed legislation which would
repeal PURPA entirely or at least repeal the obligation of utilities to purchase
energy from QFs at avoided costs. Importantly, virtually all of the pending
proposals to repeal PURPA would do so prospectively. That is, they would
"grandfather" or not impair or invalidate existing QF contracts.

     Various bills also have proposed the repeal of PUHCA which would eliminate
some of the adverse consequences flowing from a loss of QF status, but also
would likely result in increased competition in the power generation business
and an acceleration of electric industry restructuring.

     Many state legislatures and state utility commissions have already
implemented, and others are currently studying, a number of proposals to
restructure the electric retail industry in the United States. Such
restructuring could permit "customer choice" for retail customers. Retail
customers would be given the opportunity to choose their electricity supplier,
thus creating a more competitive energy market. In April 1996, the FERC issued
Order No. 888, which requires utilities to offer eligible wholesale transmission
customers non-discriminatory open access on utility transmission lines on a
comparable basis to the utilities' own use of the lines. Order No. 888 has been
the subject of rehearing and now is undergoing judicial review. Order No. 888
endorses the recovery of legitimate and verifiable "stranded costs" (fixed costs
that will be "stranded" by the ability of wholesale customers to choose new
electric power suppliers). These may include the costs utilities are required to
pay under many QF contracts which some utilities view as excessive when compared
with current market prices. Many utilities are therefore seeking ways to lower
these QF contract prices or rescind the contracts altogether out of concern that
their shareholders will be required to bear all or part of such "stranded
costs." Some utilities have engaged in litigation against QFs to achieve these
ends. In addition,
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<PAGE>   22

future electric rates may be deregulated in a restructured United States
electric industry, and increased competition may result in lower rates and less
profit for sellers of electricity in the United States. The effect of any such
restructuring cannot be fully predicted.

     The Clinton administration has announced a proposal to expand retail
competition in the United States electricity markets by the year 2003 under a
plan that would allow consumers to choose which electric company would supply
power to their residences and businesses. Under the proposal, states would be
required to open their markets to retail competition by January 1, 2003.
However, a state could "opt out" of retail competition, thus not allowing retail
customers a choice of supplier if it believes its consumers would be better off
under the status quo or an alternate state-crafted plan. In the event that a
particular state were to elect to maintain the status quo, it would be required
to hold public hearings to explain why competition in the electricity market in
that state would not be in the interests of its residents. A number of states
already have begun the process of opening their electricity markets to
competition. The administration's proposal would allow electric utilities to
recover reasonable "stranded costs," funds invested in nuclear and other
high-cost power plants (including contracts with QFs) that no longer may be
economically viable to operate in a competitive market. Individual states would
determine the amounts of the stranded costs that utilities would be permitted to
recover. The plan also attempts to address environmental concerns by requiring
that 7.5% of the electricity sold in the United States be generated from
renewable energy sources such as the wind or sun by 2010. In addition, the
proposal would supplement an Environmental Protection Agency proposal to limit
power plant emissions of nitrogen oxide (NOx) by giving EPA authority to
establish a NOx trading program. EPA would permit power plants to trade
pollution credits for nitrogen oxides, which combine with other air pollutants
to form ground-level ozone. There can be no assurance that such proposed
legislation will be enacted or, if enacted, as to the effect that it may have on
the power generation industry or our business.

     Over the last four years, Congress has considered various pieces of
legislation to restructure the electricity industry, including those described
above, that would require customer choice, repeal PURPA, repeal PUHCA, and the
like. The debate is likely to continue, and perhaps intensify, during the
current Congress. The prospects for the enactment of any new legislation are
uncertain. The effect of enacting any such legislation cannot be predicted with
any degree of certainty. It seems likely that the existing PURPA contracts would
be given favorable treatment in any successful legislative proposal. The
effects, of any possible PUHCA amendments are more difficult to predict. They
could conceivably have a material adverse effect on our company. But it seems
more likely that Congress would want to encourage increased competition in
generation, rather than discourage it. Thus, it can be expected to deal in a
positive way with any likely transitional issues stemming from PUHCA repeal in
an effort to encourage new generating capacity, and new generation owners,
rather than to discourage new competitors.

STATE ENERGY REGULATION

     State public utility commissions ("PUCs") have historically had broad
authority to regulate both the rates charged by, and the financial activities
of, electric utilities and to promulgate regulations for implementation of
PURPA. Since a power sales contract becomes a part of a utility's cost structure
(generally reflected in its retail rates), the utility's costs associated with
power sales contracts with independent electricity producers are potentially
under the regulatory purview of PUCs. If a PUC has approved the process by which
a utility secures its power supply, it is generally inclined to "pass through"
the expense associated with an independent power contract to the utility's
retail customers. In addition, retail sales of thermal energy by an independent
power producer may be subject to PUC regulation depending on state law.
Independent power producers which are not QFs under PURPA are considered to be
public utilities in many states and are subject to broad regulation by a PUC,
ranging from the requirement of a certificate of public convenience and
necessity to regulation of organizational, accounting, financial and other
corporate matters. States may assert jurisdiction over the location and
construction of electric generating facilities including QFs and, with the
exception of QFs, over the issuance of securities and the sale or other transfer
of assets by these facilities.

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<PAGE>   23

New Jersey

     On April 30, 1997, NJBPU issued an order adopting its Final Report in the
Energy Master Plan process entitled "Restructuring the Electric Power Industry
in New Jersey: Findings and Recommendations." The principal goal of NJBPU
according to its Final Report was to open the electric generation market to
increased competition and thereby reduce generation and production costs. On
July 15, 1997, each of New Jersey's four electric utility companies filed a
restructuring plan, an unbundled rate filing, and a stranded costs filing with
NJBPU pursuant to the requirements of the NJBPU's Final Report. On September 14,
1998, legislation was introduced in the New Jersey Assembly to authorize the
NJBPU to permit competition in the New Jersey energy market. That legislation,
which was adopted by the New Jersey legislature on January 28, 1999 and signed
by the governor on February 7, 1999, provides that August 1, 1999 will be the
starting date for full retail choice, with full implementation no earlier than
June 1 but no later than August 1.

     NJBPU concluded in its Final Report that electric utilities "should be
given an opportunity to recover from customers the costs associated with past
financial commitments made by the utility for the purpose of procuring
generating supplies to serve the retail electric customers in their service
territory." NJBPU also concluded, however, "there neither can nor should be a
guarantee provided for 100% recovery of stranded costs." These pronouncements
remain subject to current and future regulatory proceedings and actions by the
New Jersey legislature.

     NJ Stranded Costs. The New Jersey legislation includes provisions for the
determination and recovery of stranded costs of electric utilities. Stranded
costs are defined by the legislation in Section 13(c) as "the amount by which
the net cost of an electric public utility's electric generating assets or
electric power purchase commitments, as determined by NJBPU pursuant to this
Act, exceeds the market value of those assets or contractual commitments in a
competitive supply market place and the costs of buydowns or buyouts of power
purchase contracts." NJBPU seeks to address the stranded costs that may be
created as a result of its decision "to open the power generation market up to
competition." NJBPU has determined to "limit the eligibility for stranded cost
surcharge recovery to costs related directly to utility power supply" including,
"utility generation plant, long and short-term power purchase contracts with
other utilities and long-term power purchase contracts with non-utility
generators." Stranded costs arising from the power purchase agreements
pertaining to the facilities discussed herein would appear to qualify for
coverage in the latter category.

     The stranded costs filing of each utility will determine the specific
initial level of non-mitigatable stranded costs to be recovered by each utility.
Each of these stranded costs filings has been transmitted to the Office of
Administrative Law for evidentiary hearings. The JCP&L hearing commenced on
December 2, 1997. On May 19, 1999, the NJBPU approved a settlement which
provides for the recovery by JCP&L of $525 million of stranded costs associated
with above-market non-utility generator ("NUG") contracts. The PSE&G hearing
commenced on July 23, 1997. A partial settlement among Enron, PSE&G, the
independent power producer group, certain commercial consumers, a labor union
and certain other parties was approved by the NJBPU with minor modifications in
late April 1999. The settlement provides for the full and timely recovery of the
outer market costs with regard to the NUG contracts. A notice of appeal was
filed in October 1999 by a group of New Jersey industrial intervenors. The
notice does not make any reference to the recovery of the above-market costs of
the NUG contracts.

     NJ Above Market Power Purchase Contracts. The JCP&L PPA received initial
regulatory approval on December 16, 1985 and final approval of the contract
amendment on December 8, 1986. The PSE&G PPA received regulatory approval on
July 5, 1989. The Camden PPA (with PSE&G) received initial approval on June 29,
1989 and final approval of contract amendments on February 27, 1991. The
approval orders found all contracts reasonable, fairly negotiated and prudent
through the term of the contract and permit recovery of all costs through the
companies' fuel clauses. Both PSE&G contracts contain a section entitled "Repeal
of PURPA" explaining the process for resolution of possible disallowance of
costs by NJBPU. NJBPU stated in its Final Report that utilities must and should
"take all available measures to mitigate stranded costs caused by the
introduction of retail competition," including the "buy-out or renegotiation of
existing purchased power contracts with non-utility generators." NJBPU has
acknowledged that it appears to lack jurisdiction to order modification of NUGs'
contracts and has determined that the "non-mitigatable costs associated with all
such

                                       21
<PAGE>   24

contracts which have previously been reviewed and approved by NJBPU,
notwithstanding the specific date, must be eligible for stranded cost recovery."

     NJBPU based its determination that it lacks jurisdiction to order
modification of NUGs' contracts on the decision of the Third Circuit Court of
Appeals in Freehold, which held that:

     Once the [NJBPU] approved the power purchase agreement between Freehold and
     JCP&L, on the grounds that the rates were consistent with avoided cost, any
     action or order by the [NJBPU] to reconsider its approval or to deny the
     passage of those rates to JCP&L consumers under purported state authority
     was preempted by federal law. (Id., Freehold 44 F.3d at 1194).

     NJBPU has interpreted the Freehold decision to mean that without
legislative action at the federal or state level, a state regulator has minimal
ability to subsequently adjust the pricing in such NUGs' contracts once
approved.

     Notwithstanding NJBPU's acknowledgment that it appears to lack jurisdiction
to order modification of non-utility generators' contracts under current law, it
has "strongly encouraged all stakeholders to renew their efforts to explore all
reasonable means to mitigate independent power producer's contracts." NJBPU
further stated that the appropriate regulatory and legislative bodies may "wish
to review this issue to provide an added impetus for parties to these contracts
to seriously consider mitigation." JCP&L and PSE&G have reported to NJBPU that
they intend to pursue efforts to mitigate their above-market costs for NUG power
purchase agreements on a voluntary basis.

     In conclusion, while New Jersey regulators have provided for recovery of
the "above market" or stranded costs associated with the power purchase
agreements, there will continue to be public scrutiny of those costs and
pressure to renegotiate the power purchase agreements, using all reasonably
available measures.

New York

     Retail Electricity. The NYPSC has been conducting a generic "competitive
opportunities" proceeding to determine how to introduce competition into retail
electricity markets in New York. On May 20, 1996, the NYPSC issued a policy
statement in connection with that proceeding in which it endorsed a fundamental
restructuring of the electric industry in New York State. The NYPSC's goals, as
stated in its policy statement, are lower prices for consumers from competition,
increased choice of suppliers and services for customers, information
dissemination to allow educated consumer decisions, maintenance of the
reliability of the electric system, continuation of social/conservation
programs, mitigation of market power and continuation of the obligation to serve
customers. Pursuant to this policy, the NYPSC directed all New York utilities,
including Con Ed, to file proposed transition plans that address market
structure issues, the restructuring of their corporate organization, operational
constraints, a schedule allowing retail customers to choose an alternative
supplier of electricity, a rate plan for the duration of the transition period
and for recovering stranded costs.

     Con Ed made such a filing on October 1, 1996. On March 13, 1997, Con Ed and
the NYPSC staff entered into a Settlement Agreement. Certain aspects of the
Settlement Agreement, which was approved by the NYPSC by order issued on
September 23, 1997, are summarized below. The summary of the Settlement
Agreement is qualified by reference to the actual terms thereof, copies of which
are publicly available as an attachment to the order.

     The Settlement Agreement provides for a transition to a competitive
electric market by instituting "retail access" over a five-year period, a
five-year rate plan for the transition, a reasonable opportunity to recover
stranded costs, the divestiture by Con Ed of at least 50% of its New York City
fossil-fueled generating capacity (Con Ed subsequently agreed to divest 100% of
this capacity), and, subject to shareholder and other approvals that were
subsequently obtained, a corporate reorganization into a holding company
structure.

     With respect to contracts to purchase electricity from a NUG, like Linden
Venture, the Settlement Agreement provides an incentive for Con Ed to mitigate
NUG costs during the transition period. Con Ed will be permitted to retain the
full reductions in fixed NUG costs during the five-year period and 30% of
reductions in variable NUG costs for a period of 18 months resulting from
renegotiation, buyout or buydown of NUG
                                       22
<PAGE>   25

contracts exclusive of financing related savings from securitization. Con Ed
will be permitted a reasonable opportunity to recover the amount by which actual
costs of its purchases from NUGs exceed the market value after the transition
period. Any potential disallowance after the transition period will be limited
to the lower of 10% of the above-market costs or $300 million. The potential
disallowance will be offset by NUG contract mitigation achieved by Con Ed after
the beginning of the transition period and 10% of the gross proceeds from
generating unit sales to third parties. Con Ed will be permitted a reasonable
opportunity to recover any costs subject to disallowance that are not offset by
these two factors if it makes good faith efforts in implementing provisions of
the Settlement Agreement leading to the development of a competitive electric
market in its service territory. We believe that Con Ed is likely to
successfully offset all or a very substantial portion of its potential $300
million disallowance based upon recently completed NUG restructurings and the
proceeds from recently completed divestiture auctions. While stranded cost
recovery relating to the Linden PPA is not guaranteed, the Settlement Agreement
and Con Ed's actions and announcements to date appear consistent with our
expectations that Con Ed will achieve full recovery of such costs.

     Linden Venture received initial regulatory approval on September 12, 1989
and final approval of contract amendments on May 9, 1991, pursuant to a Con Ed
petition for approval. Approval for the contract and contract amendments was
supported by affirmative recommendations from the NYPSC staff. The approval was
based on estimates that electricity purchased pursuant to the contract would be
less costly than estimates of Con Ed's long-run avoided cost. The NYPSC
authorized Con Ed to recover "all direct purchase costs incurred pursuant to the
Linden PPA through the utility's fuel adjustment clause."

     To the extent Linden Venture operates in conformance with the Linden PPA,
Con Ed is entitled to full cost recovery without any subsequent regulatory
requirements. Nevertheless, there are ongoing investigations into certain
aspects of NYPSC regulation of NUG's in New York. The NYPSC has granted
utilities permission to closely monitor the QF status of plants having contracts
with New York utilities. This policy was challenged at the FERC, which affirmed
it with certain modifications. There is also still pending before the NYPSC a
request by the utilities for a clarification of their right to suspend purchases
from QFs due to operational circumstances (i.e., light load), when purchases
from QFs will result in costs greater than those which the utility would incur
if it did not make such purchases because of the inability to curtail other
"must-run" units. However, Con Ed specifically waived this right in the second
amendment to the Linden PPA.

     Retail Natural Gas. In November 1998, the NYPSC issued a policy statement
pursuant to which it will encourage local distribution companies to exit the
business of selling natural gas to end users and instead become
transportation-only companies over the next three to seven years, subject to a
New York statutory provision that all end users have access to a "provider of
last resort." As noted in the discussion of the Linden PPA, Con Ed is required
to pay the actual fuel costs attributable to electricity actually delivered from
the Linden facility. Con Ed's fuel cost payment is adjusted for changes in Con
Ed's annual weighted average cost of gas since 1989, with Linden Venture either
absorbing excess costs or receiving an incentive payment for cost savings. If,
pursuant to the NYPSC policy, Con Ed ceases selling gas or reduces its sales
significantly, Con Ed's annual weighted average cost of gas may be altered
significantly and in a manner that is difficult to predict. In such a
circumstance, Con Ed may seek to negotiate a new method for determining Con Ed's
responsibility for fuel costs under the Linden PPA.

ENVIRONMENTAL REGULATION

     Our operations are subject to numerous federal, state, and local laws and
regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection and restriction upon land use.
These laws and regulations primarily involve:

     - the generation, handling, storage, transport, and disposal of hazardous
       substances;

     - the emission or discharge of air and water pollutants;

     - the emission of noise from the facilities; and

     - the implementation of safety and health standards with respect to our
       facilities or the public or environment in general.
                                       23
<PAGE>   26

In addition, these laws and regulations in many cases require us to secure
permits and other regulatory approvals with respect to its ongoing or planned
projects, which often triggers the need to comply with lengthy and complex
permitting or approval procedures, as well as impose ongoing reporting and
compliance obligations. Modified or renewed permits and authorizations may be
required for any physical or operational changes to our facilities. Failure to
comply with these applicable laws and regulations, including any permits or
authorizations required thereunder, may result in the assessment of
administrative, civil, and criminal penalties, imposition of cleanup costs and
liens, and, to a lesser extent, issuance of injunctions to limit or cease
operations. As discussed below, while we believe we are in substantial
compliance with applicable laws and regulations, there can be no assurance that
we will be able to obtain all necessary permits and approvals for proposed
projects or that compliance with new or changed environmental laws and
regulations would not have a material adverse effect on our results of
operations, financial condition, or competitive position.

Federal Clean Air Act (the "CAA")

     Our operations are subject to the CAA and comparable state and local
requirements. As originally enacted, the CAA set guidelines for emission
standards for major pollutants (e.g., sulfur dioxide and oxides of nitrogen)
from newly built sources. Amendments to the CAA were adopted in 1990 which
contain provisions that attempt to reduce emissions from existing sources,
particularly previously exempted older power plants, and thus may result in
gradual imposition of certain pollution control requirements with respect to air
emissions from the operations of our facilities. We believe that all of our
plants are in compliance in all material respects with the applicable federal
and state performance standards under the CAA, the 1990 amendments, and
comparable state laws. In addition, the 1990 amendments to the CAA established
the Northeast Ozone Transport Region ("NEOTR") which required various states,
including New Jersey, to adopt more stringent controls on the pollutants that
contribute to the formation of low-level ozone (i.e., volatile organic compounds
and oxides of nitrogen). Pursuant to a 1994 Memorandum of Understanding between
the member states of the NEOTR, New Jersey has recently adopted regulations
implementing a region-wide plan for nitrogen oxide emissions. While our plants
are subject to this rule, and therefore subject to additional operating
requirements, we believe that the new rules do not have a material impact on our
ability to maintain our present level of operations.

Federal Clean Water Act (the "CWA")

     Our operations are also subject to the CWA and analogous state laws
relating to the discharge of pollutants to surface and groundwaters. The CWA and
state laws also establish requirements for municipally-owned sewage treatment
plants, including pretreatment requirements for industrial users of those
plants. Local sewerage authorities also have established regulations governing
connections to and discharges into their sewer systems and treatment plants.
Pursuant to these laws and regulations, we are required to obtain permits for
the discharge of our wastewater and stormwater runoff and to develop and
implement spill prevention, control and countermeasure plans with respect to its
handling and storage of oil. We believe that we are in substantial compliance
with the requirements of the CWA and analogous state laws and that any
non-compliance would not have a material adverse effect on our company.

Resource Conservation and Recovery Act ("RCRA")

     Our company generates wastes, including hazardous wastes, that are subject
to RCRA and comparable state statutes. RCRA regulates the generation, treatment,
storage, handling, transportation, and disposal of hazardous and non-hazardous
wastes. Moreover, the EPA and various state agencies have limited the approved
methods of disposal for certain hazardous and non-hazardous wastes. We believe
that we are in substantial compliance with RCRA and comparable state statutes,
and we do not expect the cost of disposal of the regulated wastes to be
material.

Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"
or "Superfund")

     CERCLA and similar state laws impose liability, without regard to fault or
the legality of the original conduct, on certain classes of persons that are
considered to have contributed to the release of a "hazardous
                                       24
<PAGE>   27

substance" into the environment. These persons include the owner or operator of
the disposal site or sites where the release occurred and companies that
transported, disposed or arranged for the transport or disposal of the hazardous
substances found at the site. Persons who are or were responsible for releases
of hazardous substances under CERCLA may be subject to joint and several
liability for the costs of cleaning up the hazardous substances that have been
released into the environment and for damages to natural resources, and it is
not uncommon for neighboring landowners and other third parties to file claims
for personal injury and property damage allegedly caused by the hazardous
substances released into the environment. The New Jersey Spill Act imposes
similar liability under state law for discharges of hazardous substances,
including petroleum products and, under certain circumstances, authorizes the
collection of treble damages from a responsible party. As of the present time,
we believe that we are not subject to liability for any Superfund or New Jersey
Spill Act matters. We generate wastes, including hazardous wastes, that are
transported offsite for disposal at third party waste disposal sites, however,
and thus we cannot assure you that we will not incur liability under CERCLA or
the New Jersey Spill Act in the future.

     We currently own or lease properties that for many years in the past have
been used for oil refining and/or storage activities or other industrial
purposes. Although we believe that we are currently utilizing operating and
disposal practices that are in substantial compliance with applicable
environmental laws and regulations, historical operating and disposal practices
on the properties by third parties not under our control may have resulted in
the disposal or release of hydrocarbons or other wastes upon the properties or
on or under other locations where such wastes have been taken for disposal.
These properties and the wastes disposed thereon may be subject to CERCLA, RCRA,
and analogous state laws including the New Jersey Spill Act. Under such laws, we
could be required to remove or remediate previously disposed wastes (including
wastes disposed of or released by prior owners or operators) or property
contamination (including groundwater contamination by prior owners or operators)
to prevent future contamination.

New Jersey Industrial Site Recovery Act ("ISRA")

     Our acquisition of our interests in the facilities resulted in the
triggering of ISRA, obligating the sellers (as the parties who transferred their
legal interests in entities indirectly owning or operating properties qualifying
as "industrial establishments") to comply with requirements under ISRA. In
general, ISRA requires entities who transfer such legal interests to notify the
New Jersey Department of Environmental Protection ("NJDEP") of the triggering of
ISRA and to obtain NJDEP approval prior to the closing of any such transfer of
legal interests. In order to obtain NJDEP approval for a triggering event, the
responsible party must conduct a satisfactory investigation of the environmental
conditions of the industrial establishments and, if necessary, commit to
undertake appropriate remedial measures to address any contamination present at
the industrial establishments. The sellers obtained NJDEP approval for the
transfer of their legal interests in each of the facilities. Based on the
foregoing, we believe that we will not incur any material cost with respect to
ISRA as a result of the acquisition of our interests in the facilities.
Nevertheless, we cannot assure you that any imposition upon our company of ISRA
cleanup requirements due to future events that trigger ISRA would not have a
material adverse effect on us.

New Jersey Toxic Catastrophe Prevention Act ("TCPA")

     The TCPA requires owners of facilities that use an "extraordinarily
hazardous substance" to prepare a comprehensive risk management plan pertaining
to its use of such substances. Our Bayonne facility is subject to these
requirements due to its use of anhydrous ammonia in its air pollution control
systems. Similarly, our Camden and Linden facilities are subject to the TCPA due
to their use of aqueous ammonia. An inspection of the Camden and Linden
facilities was performed during March 2000 by the New Jersey Department of
Environmental Protection. Camden and Linden were found to be in substantial
compliance with the EPA requirements.

                                       25
<PAGE>   28

ITEM 2. PROPERTIES

     The Linden facility is a 715 MW gas-fired, combined-cycle cogeneration
dispatchable facility located in Linden, New Jersey, on the site of Bayway
Refining Company, adjacent to a chemical plant complex and technology center
owned by Infineum. The Linden facility began commercial operations in May 1992.

     The Camden facility is a 146 MW gas-fired, combined-cycle cogeneration
facility located in Camden, New Jersey. The Camden facility began commercial
operations in March 1993.

     The Bayonne facility is a 176 MW gas-fired, combined-cycle cogeneration
facility located on the site of the IMTT facility in Bayonne, New Jersey. FERC
has certified the Bayonne facility as a QF under PURPA. The Bayonne facility
began commercial operations in October 1988.

     See "Item 1 Business."

                                       26
<PAGE>   29

ITEM 3. LEGAL PROCEEDINGS

     Our subsidiaries are involved in or threatened with other various legal
proceedings from time to time arising in the ordinary course of business. We do
not believe that any liability arising from any such current proceedings will
have a material adverse effect on our consolidated results of operations or
financial position.

                                       27
<PAGE>   30

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of holders of the Company's Senior
Notes during the quarter ended December 31, 1999. The equity holders of the
Company approved by unanimous written consent the $30 million Senior
Subordinated Credit Agreement with Bank of America, N.A. and an amendment to the
Enron Subordinated loan in connection therewith (see Item 7 -- Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources) and a distribution to ECP Holding
Company during the quarter ended December 31, 1999.

                                       28
<PAGE>   31

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is no established trading market for our equity securities.

                                       29
<PAGE>   32

ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth summary historical financial data for our
company and our predecessor the Acquired Group, which consists of Cogen
Technologies Linden Ltd. ("Linden Ltd."), Cogen Technologies Camden GP Limited
Partnership ("Camden GP") and McNair Energy Services Corporation ("MESC") and
its wholly owned subsidiary Cogen Technologies NJ, Inc. ("NJ Inc."). We
completed our acquisition of the Acquired Group in February 1999. The summary
historical balance sheet data as of December 31, 1999 and the summary historical
income statement data for the period then ended for our company are derived from
financial statements which have been audited by Arthur Andersen LLP and are
included elsewhere in this Form 10-K. The summary historical balance sheet data
as of December 31, 1998 and the summary historical income statement data for
each of the two years in the period ended December 31, 1998 for the Acquired
Group are derived from combined financial statements which have been audited by
Arthur Andersen LLP and are included elsewhere in this Form 10-K. The summary
historical balance sheet data as of December 31, 1997, 1996 and 1995 and the
summary historical income statement data for each of the two years in the period
ended December 31, 1996 for the Acquired Group are derived from combined
financial statements which have been audited by Arthur Andersen LLP and are not
included in this Form 10-K.

     Also set forth below are summary historical financial and operating data
for each of Linden Venture, the owner and operator of the Linden facility;
Camden Venture, the owner and operator of the Camden facility; and Bayonne
Venture, the owner and operator of the Bayonne facility. The summary historical
balance sheet data and the summary income statement data for each of the five
years in the period ended December 31, 1999 for these entities are derived from
the individual financial statements of Linden Venture, Camden Venture and
Bayonne Venture which have been audited by Arthur Andersen LLP and are not
included in this Form 10-K.

     You should read the summary historical financial data in conjunction with
the historical financial statements which are included elsewhere in this Form
10-K. See also "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

     As a result of the acquisition, our capital structure and the accounting
basis of our assets and liabilities differ from those of the business acquired.
Accordingly, certain of the financial information for the periods prior to the
acquisition is not comparable to that for periods subsequent to the acquisition.

                                       30
<PAGE>   33

<TABLE>
<CAPTION>
                                                         OUR COMPANY                ACQUIRED GROUP (PREDECESSOR)
                                                         -----------       ----------------------------------------------
                                                           2/4/99          1/1/99          YEAR ENDED DECEMBER 31,
                                                             TO              TO      ------------------------------------
                                                          12/31/99         2/4/99     1998      1997      1996      1995
                                                         -----------       ------    ------    ------    ------    ------
                                                                                  (IN MILLIONS)
<S>                                                      <C>               <C>       <C>       <C>       <C>       <C>
INCOME STATEMENT DATA:
Revenues:
  Equity in earnings (losses) of affiliates
    Linden Venture.....................................   $   44.3         $(44.8)   $ 73.3    $ 71.8    $ 81.3    $ 61.1
    Camden Venture.....................................       (0.7)        (11.8)      15.0      14.7      14.2      13.9
    Bayonne Venture....................................       16.1           5.2       44.6      17.2      19.3      29.3
                                                          --------         ------    ------    ------    ------    ------
                                                              59.7         (51.4)     132.9     103.7     114.8     104.3
                                                          --------         ------    ------    ------    ------    ------
Costs and expenses:
  Operating overhead...................................         --           0.9       21.6      11.6       9.6       8.4
  General and administrative...........................       11.2           1.7       20.2      19.9      10.9      10.4
                                                          --------         ------    ------    ------    ------    ------
                                                              11.2           2.6       41.8      31.5      20.5      18.8
                                                          --------         ------    ------    ------    ------    ------
Income (loss) from operations..........................       48.5         (54.0)      91.1      72.2      94.3      85.5
Other income (expense):
  Interest and other income............................       11.0           0.1       12.6      15.5      16.7      17.8
  Interest expense.....................................      (88.5)         (2.0)     (19.3)    (21.8)    (23.3)    (26.5)
  Allowance for long-term receivable...................                       --         --      10.3     (10.3)      6.5
                                                          --------         ------    ------    ------    ------    ------
                                                             (77.5)         (1.9)      (6.7)      4.0     (16.9)     (2.2)
Income (loss) before income taxes......................      (29.0)        (55.9)      84.4      76.2      77.4      83.3
  Income taxes.........................................         --          (1.8)     (13.3)     (4.1)     (4.6)     (7.9)
                                                          --------         ------    ------    ------    ------    ------
Net income (loss)......................................   $  (29.0)        $(57.7)   $ 71.1    $ 72.1    $ 72.8    $ 75.4
                                                          ========         ======    ======    ======    ======    ======
BALANCE SHEET DATA AT END OF PERIOD:
  Investment in affiliates.............................   $1,219.2         $83.6     $ 85.2    $ 79.4    $ 77.4    $ 74.4
  Total assets.........................................    1,266.5         261.0      248.8     254.7     256.2     282.7
  Long-term debt (including current portion)...........    1,213.1         205.6      218.0     230.9     246.9     262.2
  Equity (deficit).....................................       25.7          43.8       18.8      (6.6)    (20.4)    (12.8)
OTHER FINANCIAL DATA:
  Distributions received from affiliates...............      117.2         $20.3     $128.5    $102.3    $116.7    $106.3
</TABLE>

                                       31
<PAGE>   34

                                 LINDEN VENTURE

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                        ------------------------------------------
                                                         1999     1998     1997     1996     1995
                                                        ------   ------   ------   ------   ------
                                                                  (DOLLARS IN MILLIONS)
<S>                                                     <C>      <C>      <C>      <C>      <C>
INCOME STATEMENT DATA:
  Revenues:
     Electricity......................................  $266.9   $262.8   $283.5   $290.4   $246.9
     Steam............................................    10.2     11.3     15.5     15.1      8.7
                                                        ------   ------   ------   ------   ------
                                                         277.1    274.1    299.0    305.5    255.6
                                                        ------   ------   ------   ------   ------
  Costs and expenses:
     Fuel.............................................   130.4    118.1    138.1    138.6    104.8
     Operating and maintenance........................    18.8     22.0     24.1     20.0     26.0
     Depreciation and amortization....................    15.1     15.4     22.3     22.2     22.3
     General and administrative.......................    50.3     10.1     11.4     10.7      9.1
     Taxes other than income..........................     1.6      1.6      0.6      1.7      2.1
                                                        ------   ------   ------   ------   ------
                                                         216.2    167.2    196.5    193.2    164.3
                                                        ------   ------   ------   ------   ------
  Income from operations..............................    60.9    106.9    102.5    112.3     91.3
     Interest and other income........................     4.4      0.8      1.1      0.6      0.8
     Interest expense.................................      --       --       --     (0.1)    (0.1)
                                                        ------   ------   ------   ------   ------
     Net income(1)(2).................................  $ 65.3   $107.7   $103.6   $112.8   $ 92.0
                                                        ======   ======   ======   ======   ======
THE ACQUIRED GROUP'S SHARE OF:
  Net income(3)(4)....................................  $ 39.8   $ 73.3   $ 71.8   $ 81.3   $ 61.1
  Cash distributions..................................    90.6     74.0     75.6     77.7     59.4
BALANCE SHEET DATA AT END OF PERIOD:
  Property and equipment, net.........................  $398.0   $413.6   $428.2   $450.1   $470.6
  Total assets........................................   464.1    470.6    492.4    514.8    525.8
  Long-term debt (including current portion)..........      --       --       --       --       --
  Partners' capital...................................   433.5    445.2    461.2    485.1    501.6
SELECTED OPERATING INFORMATION:
  Megawatt-hours generated (thousands)................   3,818    3,808    3,891    3,806    3,952
  Average heat rate (without steam credit)(6).........   9,777    9,588    9,852    9,924    9,768
  Average heat rate (with steam credit)(6)............   8,925    8,757    8,664    8,938    8,848
  Average equivalent availability.....................      95%      96%      94%      89%      91%
  Steam produced (millions of pounds).................   4,576    4,357    5,073    4,953    4,168
</TABLE>

---------------

(1) 1999 includes a one-time payment of $6.0 million in connection with the
    termination of a gas management agreement. See Note 3 to the Audited
    Financial Statements of Cogen Technologies New Jersey Operating Partnerships
    included herein.

(2) 1999 includes a one-time payment of $46.4 million in connection with the
    termination of a management services agreement. See Note 3 to the Audited
    Financial Statements of Cogen Technologies New Jersey Operating Partnerships
    included herein.

(3) The one-time payments in connection with the termination of the gas
    management and management services agreement were allocated 100% to the
    Acquired Group's share of net income.

(4) Linden Venture's net income allocated to our company is before amortization
    of the excess of the purchase price over the fair value of the underlying
    net assets of Linden Venture totaling $40.3 million in 1999.

(5) Linden Venture's financial data is shown at historical cost and does not
    reflect an allocation of the excess purchase price paid by our company.

(6) Btu/Kilowatt-hour.

                                       32
<PAGE>   35

                                 CAMDEN VENTURE

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                           ------------------------------------------
                                                            1999     1998     1997     1996     1995
                                                           ------   ------   ------   ------   ------
                                                                     (DOLLARS IN MILLIONS)
<S>                                                        <C>      <C>      <C>      <C>      <C>
INCOME STATEMENT DATA:
  Revenues:
    Electricity.......................................     $ 73.4   $ 73.1   $ 80.2   $ 77.2   $ 67.5
    Steam.............................................         --       --       --       --       --
                                                           ------   ------   ------   ------   ------
                                                             73.4     73.1     80.2     77.2     67.5
                                                           ------   ------   ------   ------   ------
  Costs and expenses:
    Fuel..............................................       34.6     33.3     39.2     38.4     28.9
    Operating and maintenance(6)......................       10.7      6.1      7.5      6.0      6.8
    Depreciation and amortization.....................        3.8      3.7      6.9      6.8      6.8
    General and administrative........................       14.0      2.2      2.6      2.6      2.3
    Taxes other than income...........................        0.5      0.4      0.6      0.6      0.5
                                                           ------   ------   ------   ------   ------
                                                             63.6     45.7     56.8     54.4     45.3
                                                           ------   ------   ------   ------   ------
  Income from operations..............................        9.8     27.4     23.4     22.8     22.2
    Interest and other income.........................        1.6      0.4      0.4      0.4      0.4
    Interest expense..................................       (6.9)    (7.4)    (7.7)    (8.2)    (8.4)
                                                           ------   ------   ------   ------   ------
    Net income (loss)(1)(2)...........................     $  4.5   $ 20.4   $ 16.1   $ 15.0   $ 14.2
                                                           ======   ======   ======   ======   ======
THE ACQUIRED GROUP'S SHARE OF:
  Net income (loss)(3)(4).............................     $ (0.7)  $ 15.0   $ 14.7   $ 14.2   $ 13.9
  Cash distributions..................................       12.5     15.0      8.6     14.5     15.0
BALANCE SHEET DATA AT END OF PERIOD:
  Property and equipment, net.........................     $ 99.3   $103.1   $106.3   $108.9   $115.3
  Total assets........................................      119.3    121.4    125.3    128.4    133.5
  Long-term debt (including current portion)..........       78.5     84.6     90.2     95.2     99.8
  Partners' capital...................................       34.4     31.1     29.0     24.6     27.l
SELECTED OPERATING INFORMATION:
  Megawatt-hours generated (thousands)................      1,120    1,153    1,208    1,190    1,169
  Average heat rate (without steam credit)(7).........      8,735    8,791    8,764    8,740    8,662
  Average heat rate (with steam credit)(7)............      8,551    8,601    8,431    8,422    8,347
  Average equivalent availability(6)..................         90%      96%      97%      98%      98%
  Steam produced (millions of pounds).................        284      220      300      301      310
</TABLE>

---------------

(1) Includes a one-time payment of $1.6 million in connection with the
    termination of a gas management agreement. See Note 3 to the Audited
    Financial Statements of Cogen Technologies New Jersey Operating Partnerships
    included herein.

(2) Includes a one-time payment of $12.8 million in connection with the
    termination of a management services agreement. See Note 3 to the Audited
    Financial Statements of Cogen Technologies New Jersey Operating Partnerships
    included herein.

(3) The one-time payments in connection with the termination of the gas
    management and management services agreements were allocated 100% to the
    Acquired Group's share of net income.

(4) Camden Venture's net income allocated to our company is before amortization
    of the excess of the purchase price over the fair value of the underlying
    net assets of Camden Venture totaling $11.8 million.

(5) Camden Venture's financial data is shown at historical cost and does not
    reflect an allocation of the excess purchase price paid by our company.

(6) Reflects the impact of a planned major outage which occurred in April and
    May of 1999. This major outage is scheduled to occur every six years and
    results in a reduction in the average equivalent availability.

(7) Btu/Kilowatt-hour.

                                       33
<PAGE>   36

                                BAYONNE VENTURE

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                          ------------------------------------------
                                                           1999     1998     1997     1996     1995
                                                          ------   ------   ------   ------   ------
                                                                    (DOLLARS IN MILLIONS)
<S>                                                       <C>      <C>      <C>      <C>      <C>
INCOME STATEMENT DATA:
  Revenues:
    Electricity(1)......................................  $104.5   $112.8   $ 92.8   $ 90.4   $ 93.2
    Steam(1)............................................     3.8      3.8      3.7      4.9      3.3
                                                          ------   ------   ------   ------   ------
                                                           108.3    116.6     96.5     95.3     96.5
                                                          ------   ------   ------   ------   ------
  Costs and expenses:
    Fuel................................................    41.6     38.6     43.2     45.2     33.4
    Operating and maintenance...........................    10.2     14.4     14.7      8.8     10.2
    Depreciation and amortization.......................     2.9      3.0      6.9      6.9      6.9
    General and administrative..........................     1.1      3.1      2.9      2.8      2.6
    Taxes other than income.............................     0.5      0.5      0.5      0.5      0.5
                                                          ------   ------   ------   ------   ------
                                                            56.3     59.6     68.2     64.2     53.6
                                                          ------   ------   ------   ------   ------
  Income from operations................................    52.0     57.0     28.3     31.1     42.9
    Interest and other income...........................     0.4      1.2      0.1      0.1      0.1
    Interest expense....................................    (7.2)    (7.7)    (8.1)    (8.5)    (8.8)
                                                          ------   ------   ------   ------   ------
    Net income(1).......................................  $ 45.2   $ 50.5   $ 20.3   $ 22.7   $ 34.2
                                                          ======   ======   ======   ======   ======
THE ACQUIRED GROUP'S SHARE OF:
  Net income(2).........................................  $ 36.3   $ 44.8   $ 17.5   $ 19.6   $ 29.6
  Cash distributions....................................    29.6     39.5     18.1     24.5     31.9
BALANCE SHEET DATA AT END OF PERIOD:
  Property and equipment, net...........................    68.1   $ 70.9   $ 73.8   $ 80.6   $ 87.2
  Total assets..........................................    97.1     97.0     99.0     99.8    107.3
  Long-term debt (including current portion)............    63.5     68.4     71.8     74.9     77.7
  Partners' capital.....................................    27.9     20.1     14.4     15.1     20.8
SELECTED OPERATING INFORMATION:
  Megawatt-hours generated (thousands)..................   1,431    1,400    1,330    1,351    1,386
  Average heat rate (without steam credit)(4)...........   9,255    9,183    9,285    9,215    4,184
  Average heat rate (with steam credit)(4)..............   8,787    8,278    8,449    8,370    8,141
  Average equivalent availability.......................      96%      95%      94%      97%      98%
  Steam produced (millions of pounds)...................   1,031    1,056      927      952      975
</TABLE>

---------------

(1) Subsequent to February 4, 1999, electricity and steam revenues have been
    reduced by the fee paid to a former affiliate of $1.4 million and $0.1
    million, respectively. See Note 3 to the Audited Financial Statements of
    Cogen Technologies New Jersey Operating Partnerships included herein.

(2) Bayonne Venture's net income allocated to our company is before amortization
    of the excess of the purchase price over the fair value of the underlying
    net assets of Bayonne Venture totaling $20.2 million.

(3) Bayonne Venture's financial data is shown at historical cost and does not
    reflect an allocation of the excess purchase price paid by our company.

(4) Btu/Kilowatt-hour.

                                       34
<PAGE>   37

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS

GENERAL

     East Coast Power L.L.C. is a Delaware limited liability company that was
formed in December 1998 by JEDI II, a limited partnership in which Enron Corp.
and CalPERS each own a 50% interest. On February 4, 1999, our limited liability
company agreement was amended and restated to convert JEDI II's initial
membership to that of a Class A Member and to admit Enron North America Corp.
(formerly Enron Capital & Trade Resources Corp.), a wholly owned subsidiary of
Enron, and CalPERS as Class B members. On February 4, 1999, we acquired equity
interests in three power generation facilities located in Linden, Bayonne and
Camden, New Jersey. The facilities have a total nameplate capacity of 1,037
megawatts of generating capacity. In 1998, the facilities produced a total of
6.36 million megawatt hours of electricity and 5.71 billion pounds of steam. Our
activities are limited to the ownership, operation and possible expansion of the
facilities.

     On August 13, 1999, Enron North America transferred its Class B membership
interest in our company (representing 50% of the total Class B membership
interests) to ECP Holding Company. Also on August 13, 1999, ECP Holding Company
transferred a 49% Class A membership interest and a 49% Class B membership
interest in our company to Mesquite Investors, L.L.C., a Delaware limited
liability company which is jointly owned by El Paso Energy Corporation and
Donaldson, Lufkin & Jenrette Securities Corporation. Our limited liability
company agreement was amended and restated on August 13, 1999 to admit Mesquite
Investors as a Class A and Class B Member and to provide for certain
preferential distributions to ECP Holding Company in the event of certain
contract restructuring or capital projects.

     Certain historical financial information presented in this Form 10-K
represents the combined results of operation and financial position of the three
entities we acquired in the acquisition (Linden Ltd., Camden GP and McNair
Energy Services Corporation, which comprise the Cogen Tech Group). These
entities were, directly or indirectly, the general partners of the partnerships
that owned the facilities prior to the closing of the acquisition. We refer to
these acquired entities as the "Acquired Group." We accounted for the
acquisition on the basis of purchase accounting. Accordingly, our investment in
the partnerships that own the facilities was increased by an amount equal to the
excess of the purchase price allocated to such partnerships over the historical
basis in the partnerships.

THE ACQUISITION

     We acquired our interests in the facilities in February 1999 for $1.277
billion. For the reasons discussed below, our results of operations for the
period from February 4, 1999 through December 31, 1999 are not comparable to the
results of operations for the Acquired Group for the comparable period last
year, and we expect our results of operations in future periods to continue to
differ materially from the historical results of the Acquired Group.

Operating, General and Overhead Expenses

     We expect our general and administrative expense to differ materially from
the operating overhead and general and administrative expense reflected in the
historical operations of the Acquired Group, and such difference is reflected in
our results for the period from February 4, 1999 through December 31, 1999 as
described below. We employ approximately 30 persons, compared with approximately
55 employees of the Acquired Group. We also expect to realize significant
savings compared to historical operations in travel and entertainment,
professional fees, management information systems, political and charitable
contributions and insurance.

     We will also experience cost savings compared to the Acquired Group as a
result of transactions consummated at the time of the acquisition. In connection
with the acquisition, Linden Venture and Camden Venture made one-time payments
to terminate agreements with affiliates with respect to management and gas
management fees. The payments made to terminate these agreements were made from
capital contributions from the sellers. There are no charges relating to these
agreements in our financial statements for periods after the closing of the
acquisition. During the year 1998 and the period prior to the acquisition in
1999, equity in

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earnings of affiliates for the Acquired Group reflected costs attributable to
the terminated agreements (excluding the costs to buy out such agreements in the
1999 period) of $4.9 million and $0.3 million, respectively, for Linden Venture
and $1.3 million and $0.1 million, respectively, for Camden Venture. The results
of operations for the Acquired Group in the year 1998 also includes operating
overhead of $16.3 million for development bonuses earned during the period
(including $14.5 million of one-time payments to buy out such development
bonuses). The development bonuses were eliminated in connection with the
acquisition and will not affect our results of operations for periods after the
acquisition. Finally, the results of operations for the Acquired Group in the
year 1998 include general and administrative expense of $6.0 million relating to
the use of a private aircraft that is not available to our company.

Linden Receivable

     Interest and other income of the Acquired Group relates primarily to an
account receivable for amounts owed to Linden Ltd. by a former affiliate. In
connection with the acquisition, the receivable was distributed to the sellers
in their capacity as partners of Linden Ltd. Since the receivable was
essentially an "intercompany" transaction within this group of sellers, amounts
related to the receivable are not relevant to our operations after the
acquisition. Amounts under "Allowance for long-term receivable" relate entirely
to such receivable. The receivable appears on the balance sheet of the Acquired
Group at December 31, 1998 as a $149.0 million account receivable, affiliate.

Interest in Bayonne Venture

     In July 1998, the Acquired Group acquired an additional 5.25% partnership
interest in Bayonne Venture from an unaffiliated party for $12.5 million in
cash. On a pro forma basis, assuming this transaction took place on January 1,
1998, the Acquired Group's equity in the earnings of Bayonne Venture for the
year 1998 would have increased by $1.5 million and net income would have
increased by $1.0 million.

LINDEN DISTRIBUTABLE CASH

     The Linden Venture partnership agreement divides cash distributions between
our subsidiary Linden Ltd. and our minority partner. Under the partnership
agreement, our minority partner receives 99% of distributable cash up to a
capped amount per month. The capped amount of approximately $4.3 million per
month through September 1998 was reduced to $3.0 million in October 1998. The
reduction in the cap will permit us to receive additional distributions of
approximately $1.3 million per month from Linden Venture through September 2001.
After September 2001, the cap amount will increase to between $4.3 and $4.8
million per month. See "-- Liquidity and Capital Resources -- Linden Structure,
Indebtedness and Cash Distributions."

POWER PURCHASE AGREEMENTS

     Our facilities sell their electric output pursuant to long-term power
purchase agreements with investor-owned utilities. Each of our utility power
purchasers has an investment-grade senior debt rating. Our facilities
historically have provided consistent and substantial cash distributions,
reflecting in part the fixed payment components of the power purchase
agreements.

     The power purchase agreements for our facilities typically include a fixed
capacity payment, an escalating operations and maintenance payment tied to an
inflation index and a fuel expense component tied to the utility's weighted
average cost of gas ("WACOG") or another measure. The fuel components of the
Camden and Bayonne power purchase agreements historically have been well
correlated to our actual fuel costs. The fuel component in one of the Bayonne
agreements is based on the utility's prior year's WACOG resulting in a lag
between reimbursement of fuel costs and actual costs. This provision has not had
a material impact on the Bayonne Facility although it does create variations
between fuel costs and fuel pricing in any given year.

     The fuel component in the Linden power purchase agreement is based on a cap
indexed to the purchaser's, Con Ed's, weighted average cost of gas. Con Ed
reimburses the project for Linden Venture's actual fuel costs throughout the
year. At the end of the contract year (April 30), actual costs are compared to
the cap. If Linden Venture's fuel costs exceed the cap, Linden Venture
reimburses Con Ed for the excess over
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the next 12 months. If fuel costs are below the cap, Linden Venture and Con Ed
split the difference on a 50/50 basis and Con Ed reimburses Linden Venture for
its share of the savings over the next 12 months. Linden Venture's fuel costs
have exceeded the cap established by Con Ed's WACOG in four of the past six
years. Con Ed purchases gas both for distribution to its local gas customers and
as fuel for its gas-fired generating plants. Con Ed's WACOG for distribution to
its gas customers historically has been higher than its WACOG for generation.
This difference reflects the fact that Con Ed's WACOG includes both the
commodity cost of its gas purchases and transportation charges, including
reservation charges for firm transportation. When Con Ed has had increased
demand for gas to run its power plants, the effect is to lower Con Ed's WACOG by
lowering the per unit cost of gas transportation. Linden Venture's results in
1997 and 1998 were adversely affected by a nuclear plant outage which increased
Con Ed's gas purchases to run gas-fired power plants and therefore lowered Con
Ed's WACOG. We expect Con Ed's WACOG to increase (adjusted for commodity prices)
as a result of the sale of its gas-fired generation assets in late 1999.
However, the effect of the historical costs will continue to be felt through the
contract year which expires at the end of April 2000. Distributions to us from
Linden Venture will continue to be impacted by our ability to manage our fuel
costs against Con Ed's WACOG. See "Item 1. Business -- The Linden
Facility -- Linden Power Purchase Agreement."

LINDEN STEAM AGREEMENTS

     The Linden facility provides steam to Infineum USA L.P. and sells steam to
Bayway Refining Company under separate agreements. The Infineum steam sale
agreement provides that Linden Venture's maximum delivery obligation is 181,000
lbs/hr for the months of October through and including May and 109,000 lbs/hr
for the months of June through and including September. As a result of the
pricing and credit provisions of the Infineum agreement, Infineum does not pay
Linden Venture for any of the steam take up to the contract limit. If Infineum
increases its steam take up to the maximum allowed under the contract,
distributions to our company from Linden Venture could be reduced by
approximately $1.3 million per year.

RESULTS OF OPERATIONS

East Coast Power L.L.C. -- Year Ended December 31, 1999

     Our results of operations for the year ended December 31, 1999 include the
effect of the results of operations of the Acquired Group for the period
subsequent to the acquisition (February 5 to December 31, 1999). Unless
otherwise indicated, discussions with respect to Linden Venture, Camden Venture
and Bayonne Venture reflect the results of operations for the years ended
December 31, 1999 and 1998.

     Our equity in earnings of affiliates for the year ended December 31, 1999
totaled $59.7 million. Our equity in earnings is reflected net of amortization
expense of $72.3 million representing the amortization of the excess of the
purchase price allocated to each Venture and the historical equity in such
Venture. See Notes 2 and 3 to the East Coast Power L.L.C. audited financial
statements included herein. We received $117.2 million in cash distributions
during the period subsequent to the acquisition.

          Linden Venture. Revenues increased to $277.1 million for the year
     ended December 31, 1999 as compared to revenues of $274.1 million for the
     year ended December 31, 1998. Electricity revenues increased by $4.1
     million due primarily to a higher fuel component. However, the full impact
     of higher fuel cost could not be passed on under our contracts. For
     instance, electricity revenues in the year ended December 31, 1999
     reflected a $10.9 million limitation in the Linden power purchase agreement
     on the pass-through of fuel costs compared with a $7.0 million limitation
     in the prior period. Steam revenues declined by $1.1 million primarily due
     to lower fuel costs, which are a component in the determination of the
     sales price of steam, and the change in the amount of steam taken by
     Infineum. See "-- Linden Steam Agreements." Costs and expenses totaled
     $216.2 million in the year ended December 31, 1999, including one-time
     charges of $46.4 million to terminate a management services agreement and
     $6.0 million to terminate a gas management agreement. These amounts are
     included in general and administrative and fuel costs, respectively.
     Excluding these charges, costs and expenses decreased to $163.8 million for
     the year ended December 31, 1999 from $167.2 million for the year ended

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     December 31, 1998, primarily as a result of a $2.8 million decrease in
     costs associated with the major planned outage and a $6.2 million decrease
     in general and administrative expense as a result of the elimination of the
     GP management fee offset by the $3.9 million increase in the pass-through
     of fuel costs described above.

          Linden Venture had net income of $65.3 million in the year ended
     December 31, 1999 after $52.4 million of one-time charges discussed above,
     compared to net income of $107.7 million in the year ended December 31,
     1998. Linden Venture made cash distributions of $129.4 million in the year
     ended December 31, 1999 compared to $123.7 million during the year ended
     December 31, 1998. The one-time charges of $52.4 million were allocated
     100% to the Acquired Group, resulting in a net income allocation of $39.8
     million to the Acquired Group for the year ended December 31, 1999.
     Excluding these one-time charges, the Acquired Group was allocated earnings
     of $92.2 million in the year ended December 31, 1999 compared to earnings
     of $73.3 million in the year ended December 31, 1998. The Acquired Group's
     share of Linden Venture cash distributions in the year ended December 31,
     1999 was $90.6 million compared to $74.0 million in the prior period. This
     increase in cash distributions primarily relates to a high percentage of
     earnings being allocated to the Company for the period from October 1998
     through September 2001 (see Note 3 to the Company's 1999 financial
     statements).

          Subsequent to the acquisition, Linden Venture reported earnings of
     $107.7 million and made cash distributions of $109.7 million. Our share of
     such earnings, $84.6 million, are included in our results of operations for
     the period ended December 31, 1999, and our share of such cash
     distributions, $77.2 million, are included in cash flows for the year ended
     December 31, 1999. Our equity in the earnings of Linden Venture, $43.9
     million, is reported net of $40.3 million of amortization of the excess of
     our investment in Linden Venture over our share of Linden Venture's equity.

          Camden Venture. Revenues remained flat at $73.4 million for the year
     ended December 31, 1999 compared to $73.1 million for the year ended
     December 31, 1998. Costs and expenses totaled $63.6 million in the year
     ended December 31, 1999, including one-time charges of $12.8 million to
     terminate a management services agreement and $1.6 million to terminate a
     gas management agreement. These amounts are included in general and
     administrative and fuel costs, respectively. Excluding these charges, costs
     and expenses increased from $45.7 million in the year ended December 31,
     1998 to $49.2 million in the year ended December 31, 1999 primarily as a
     result of a major planned outage totaling $5.0 million in 1999.

          Camden Venture had a net income of $4.5 million in the year ended
     December 31, 1999 after $14.4 million of one-time charges discussed above,
     compared to a net income of $20.4 million for the year ended December 31,
     1998. Camden Venture made cash distributions of $18.9 million for the year
     ended December 31, 1999 compared to $18.3 million for the year ended
     December 31, 1998. The one-time charges of $14.4 million were allocated
     100% to the Acquired Group resulting in a net loss allocation of $0.7
     million to the Acquired Group for the year ended December 31, 1999.
     Excluding these one-time charges, the Acquired Group was allocated earnings
     of $13.7 million in the year ended December 31, 1999 compared to earnings
     of $15.0 million in the year ended December 31, 1998. The Acquired Group's
     share of Camden Venture cash distributions in the year ended December 31,
     1999 was $12.5 million compared to $15.0 million in the year ended December
     31, 1998.

          Subsequent to the acquisition, Camden Venture reported earnings of
     $15.7 million and made cash distributions of $16.5 million ($13.3 million
     excluding a $3.3 million special distribution to the limited partner in
     connection with the acquisition). Our share of these earnings, $11.1
     million, is included in our results of operations for the year ended
     December 31, 1999, and our share of these cash distributions, $10.4
     million, is included in cash flows for the year ended December 31, 1999.
     Our equity in the earnings of Camden Venture, $(0.7) million, is reported
     net of $11.8 million of amortization of the excess of our investment in
     Camden Venture over our share of Camden Venture's equity.

          Bayonne Venture. Revenues decreased from $116.6 million in the year
     ended December 31, 1998 to $108.3 million in the year ended December 31,
     1999. Electricity revenues for the year ended December 31, 1998 include a
     $6.4 million fuel component adjustment related to 1997 and 1996 operations.
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     Excluding the adjustment, electricity revenues were $1.9 million lower in
     the year ended December 31, 1999. Costs and expenses decreased from $59.6
     million in the year ended December 31, 1998 to $56.3 million in the year
     ended December 31, 1999, primarily due to a $4.7 million decrease in costs
     relating to major overhauls. The other income included in the year ended
     December 31, 1998 represents interest related to the previously mentioned
     fuel component adjustment.

          Bayonne Venture had net income of $45.2 million in the year ended
     December 31, 1999, compared to earnings of $50.5 million in the year ended
     December 31, 1998, and made cash distributions of $37.4 million in the year
     ended December 31, 1999, compared to $44.7 million in the year ended
     December 31, 1998. The Acquired Group's share of Bayonne Venture's net
     income in the year ended December 31, 1999 was $36.3 million compared to
     $44.8 million in the year ended December 31, 1998, and the Acquired Group's
     share of Bayonne Venture's cash distributions in the year ended December
     31, 1999 was $29.6 million compared to $39.5 million in the year ended
     December 31, 1998.

          Subsequent to the acquisition, Bayonne Venture reported earnings of
     $39.6 million and made cash distributions of $32.3 million. Our share of
     these earnings, $36.3 million, is included in our results of operations for
     the year ended December 31, 1999, and our share of these cash
     distributions, $29.6 million, is included in cash flows for the year ended
     December 31, 1999. Our equity in the earnings of Bayonne Venture, $16.1
     million, is reported net of $20.2 million of amortization of the excess of
     our investment in Bayonne Venture over our share of Bayonne Venture's
     equity.

     General and administrative costs (including operating overhead) for our
company totaled $11.2 million for the year ended December 31, 1999, compared to
the Acquired Group's costs of $2.6 million in the one-month period in 1999 and
$41.8 million in the year ended December 31, 1998. The reasons for the lower
costs reported by our company are discussed in "--The Acquisition -- Operating,
General and Overhead Expenses."

     We recorded interest expense of $88.5 million for the year ended December
31, 1999. This amount includes $82.4 million in interest expense related to the
bridge loan, the senior secured notes, the Enron subordinated note and the
Linden Ltd. term loan, a $6.8 million write-off of deferred costs related to the
bridge loan, the Linden Ltd. term loan and the senior secured notes offset by a
$0.6 million amortization of the Linden Ltd. term loan premium. See "--
Liquidity and Capital Resources -- Acquisition Financing."

     Our loan agreements require us to maintain compliance with certain
financial covenants, among other things. We believe that we are in compliance
with the terms and conditions of the loan agreements.

Acquired Group -- Year Ended December 31, 1998 Compared to Year Ended December
31, 1997

     Equity in the earnings of affiliates of the Acquired Group increased from
$103.7 million in 1997 to $132.9 million in 1998. Cash distributions to the
Acquired Group from its affiliates increased from $102.3 million to $128.5
million over the same period.

          Linden Venture. Revenues decreased from $299.0 million in 1997 to
     $274.1 million in 1998. Electricity revenues decreased by $20.7 million
     from period to period due primarily to a lower fuel component. Electricity
     revenues also reflected a $7.0 million limitation in the Linden power
     purchase agreement on the pass-through of fuel costs in 1998 compared with
     a $4.7 million limitation in 1997. Steam revenues declined by $4.2 million
     from period to period due primarily to a lower fuel price component and
     lower steam take. The decline in revenues was more than offset by a $29.3
     million decrease in operating costs. This decrease in operating costs was
     primarily due to a $20.0 million decrease in fuel costs, a $6.9 million
     decrease in depreciation expense as a result of the change in estimated
     useful life of the facility and a $2.1 million decrease in operations and
     maintenance costs, primarily reflecting a $1.9 million payment made in 1997
     to terminate an operations and maintenance agreement and lower maintenance
     costs. As a result of the decline in expenses, net income increased from
     $103.6 million in 1997 to $107.7 million in 1998. The Acquired Group's
     share of net income increased from $71.8 million in 1997 to $73.3 million
     in 1998. However, cash distributions to the Acquired Group decreased from
     $75.6 million to $74.0 million over the same period, primarily reflecting
     changes in working capital.

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          Camden Venture. Revenues decreased from $80.2 million in 1997 to $73.1
     million in 1998 due primarily to a lower fuel component. The decrease in
     revenues from period to period was more than offset by a $11.1 million
     decrease in operating costs during the period. This decrease in costs was
     primarily due to a $5.9 million decrease in fuel costs, a $3.2 million
     decrease in depreciation expense due to the change in the estimated life of
     the facility and a $1.4 million decline in operations and maintenance
     costs, primarily reflecting a $1.4 million payment made in 1997 to
     terminate an operations and maintenance agreement. Net income increased
     from $16.1 million in 1997 to $20.4 million in 1998. The Acquired Group's
     share of net income increased from $14.7 million in 1997 to $15.0 million
     in 1998. Income before depreciation increased $1.1 million (all
     depreciation is allocated to the limited partner until its capital account
     equals zero); however, an increase in debt principal payments, which are a
     factor in the amount of net income allocated to the limited partner,
     resulted in a decrease in the Acquired Group's share of net income. Cash
     distributions to the Acquired Group increased from $8.6 million to $15.0
     million from period to period, primarily reflecting lower capital
     expenditures for the year.

          Bayonne Venture. Revenues increased from $96.5 million in 1997 to
     $116.6 million in 1998. Electricity revenues increased by $20.0 million
     from period to period due primarily to a $6.4 million fuel component
     adjustment related to 1997 and 1996 operations and a higher fuel component.
     The fuel component adjustment reflects an adjustment agreed to by one of
     the power purchasers in the first quarter of 1998 based upon an audit of
     the power purchaser's calculation of the weighted average cost of gas for
     prior periods. The fuel component in one of the Bayonne power purchase
     agreements is tied to the utility's weighted average cost of gas for the
     prior year, resulting in a time lag in the pass-through of fuel costs under
     the contract. For example, while the fuel component was higher in 1998 than
     1997, the cost of fuel decreased by $4.6 million from 1997 to 1998 due to a
     decline in fuel prices. Operations and maintenance costs remained virtually
     flat from 1997 to 1998. Depreciation expense decreased $3.9 million from
     period to period reflecting the change in the estimated useful life of the
     facility. Interest expense declined by $0.4 million from period to period,
     reflecting lower debt outstanding, and interest income increased $1.1
     million, reflecting interest on the previously discussed fuel component
     adjustment. Net income increased from $20.3 million in 1997 to $50.5
     million in 1998. The Acquired Group's share of net income increased from
     $17.5 million in 1997 to $44.8 million in 1998, and cash distributions to
     the Acquired Group increased from $18.1 million to $39.5 million over the
     same period.

     Operating overhead of the Acquired Group increased from $11.6 million in
1997 to $21.6 million in 1998. Operating overhead in 1998 includes $14.5 million
to "buy out" development bonuses which certain employees were eligible to
receive in subsequent periods and $1.8 million for development bonuses earned
during the year. General and administrative expenses of the Acquired Group
increased from $19.9 million in 1997 to $20.2 million in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Acquisition Financing

     We financed the acquisition in part with an $831 million bridge loan and a
$250 million subordinated note issued by us to Enron. We repaid all amounts
outstanding under the bridge loan and a portion of the amount outstanding under
the Enron subordinated note with the proceeds of the offering of the outstanding
notes and an equity contribution by JEDI II. The Enron subordinated note bears
interest at 9% per annum and matures on July 15, 2017.

     On April 20, 1999 we sold $850.0 million of senior secured notes in three
tranches as follows: $296.0 million of 6.737% notes due 2008, $236.0 million of
7.066% notes due 2012 and $318.0 million of 7.536% notes due 2017. The 2008
notes bear interest at 6.737% per year and are repayable in 36 quarterly
installments of varying amounts beginning on June 30, 1999, with the final
payment due March 31, 2008. The June 30, 1999 payment of $12.1 million and the
September 30, 1999 payment of $3.9 million and the December 31, 1999 payment of
$4.0 million reduced the original principal amount of the 2008 notes to $275.9
million. The 2012 notes bear interest at 7.066% per year and are repayable in 17
quarterly installments of varying amounts beginning on March 31, 2008, with the
final payment due March 31, 2012. The 2017 notes

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<PAGE>   43

bear interest at 7.536% per year and are repayable in 22 quarterly installments
of varying amounts beginning on March 31, 2012, with the final payment due June
30, 2017. Interest on the outstanding notes is payable quarterly, with the first
interest payment made on June 30, 1999.

     The outstanding notes are senior secured obligations which rank senior in
right of payment to all existing and future subordinated indebtedness and pari
passu in right of payment with all existing and future senior secured
indebtedness. In addition, the outstanding notes are structurally subordinated
to all indebtedness and other liabilities, including trade payables, of our
subsidiaries and to the distribution rights of minority partners in the
ventures. The outstanding notes are secured by the pledge by our owners of their
interest in our company, our pledge of our ownership interests in certain of our
subsidiaries that own indirect interests in the facilities and the pledge of
Linden Ltd.'s $289.6 million intercompany subordinated note payable to us.

     The terms of the outstanding notes limit our ability to pay dividends,
incur additional indebtedness, make payments on subordinated debt and make
certain other restricted payments. The terms of the outstanding notes also
require us to fund a debt service reserve account unless we provide acceptable
debt service credit support in the form of an Enron undertaking or an acceptable
letter of credit. Enron has provided the required undertaking, and, therefore,
we are not currently funding the debt service reserve account.

     Also on April 20, 1999, in accordance with the terms of the limited
liability company agreement, JEDI II made an $80.0 million capital contribution
to us.

     The proceeds from the sale of the outstanding notes and the capital
contribution by JEDI II were used to repay the bridge loan, make a $25.0 million
cash distribution to Enron North America, repay $62.1 million of the principal
amount of the Enron subordinated note and make an $11.9 million purchase price
adjustment payment in connection with the acquisition. The repayment of the
bridge loan resulted in the release of the $25.0 million guaranty on the loan by
CalPERS. The release was deemed to be a distribution to CalPERS.

Senior Subordinated Credit Facility

     On December 29, 1999, we entered into a $30.0 million senior subordinated
credit facility with Bank of America, N.A. The facility has an initial maturity
date of June 30, 2000 which is automatically extended to December 29, 2000
provided that we satisfy certain terms and conditions. Advances under the
facility bear interest, payable quarterly, at either the base or the eurodollar
rate as elected at the time of borrowing. The base rate is defined as the
greater of the federal funds rate plus  1/2% and the Prime Rate (as defined). A
commitment fee of  1/2% is payable on the unused portion of the facility. At
December 31, 1999 there were base rate advances of $16.0 million outstanding
under the facility. The proceeds from the advances were used to acquire the gas
turbine from Enron in connection with the planned expansion of the Linden
facility. We expect to use the facility to fund our capital expenditure projects
and for general corporate purposes.

Capital Expenditures

     Each of the capital expenditures projects described below is subject to
certain lender, partner and regulatory or third party consents which may delay
or prevent the projects. We are currently planning to finance the projects with
cash flow from operations at the project level and borrowings under the $30.0
million senior subordinated credit facility.

     Linden. During February 2000, we entered into an Energy Services Agreement
(the "ESA") with Tosco Refining L.P., a subsidiary of Tosco Corporation
("Tosco"), under which we will cause to be constructed, own and operate a 172
megawatt cogeneration facility (the "New Facility") to be located on part of the
existing facility's site. In connection with the ESA, we also entered into a
ground lease to provide a site for the interconnection of the new facility and
three additional ground leases with Bayway Refining providing sites for future
development projects. In addition, the ESA contemplates amending the steam sale
agreement between Bayway, a subsidiary of Tosco, and Linden Venture to increase
the minimum amounts of steam Bayway is required to take. The terms of the ESA
provide for a 65 day period following the effective date during which either
party may terminate the ESA without cause. The ESA also provides for
reimbursement of certain expenditures incurred by ECP in connection with the ESA
during the term of the 65 day period

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provided that certain conditions are met. The Linden Venture partnership and
Linden Ltd. loan agreements prohibit, without partner and lender consents,
Linden Venture from entering into the ESA, the amendment to the steam sale
agreement and the ground leases. It is our intent to assign the ESA and the
ground leases to Linden Venture upon receipt of necessary partner and lender
approvals or upon the recapitalization of Linden Venture. The New Facility will
require a total capital expenditure of approximately $107 million and is
expected to be fully operational during the last quarter of 2001.

     Camden. Camden Venture has no planned capital expenditures in 2000.

     Bayonne. Bayonne Venture has no planned capital expenditures in 2000.

Existing Project and Subsidiary Debt

     The following table summarizes the outstanding long-term indebtedness of
our subsidiaries and investees at December 31, 1999:

<TABLE>
<CAPTION>
                                                          CURRENT   LONG-TERM   TOTAL    MATURITY
                                                          -------   ---------   ------   --------
                                                                 (IN MILLIONS OF DOLLARS)
<S>                                                       <C>       <C>         <C>      <C>
Linden Ltd.(1)
  Fixed rate............................................   $ 7.5     $ 79.6     $ 87.1     2007
  Floating rate.........................................     8.1       86.6       94.7     2007
  Working capital.......................................      --       10.0       10.0     2007
                                                           -----     ------     ------
                                                            15.6      176.2      191.8
                                                           -----     ------     ------
Camden Venture(2)
  Term loan -- Tranche A loan...........................     5.6       50.8       56.4     2007
  Term loan -- Tranche B loan...........................     1.1       21.0       22.1     2009
                                                           -----     ------     ------
                                                             6.7       71.8       78.5
                                                           -----     ------     ------
Bayonne Venture(2)
  Term loan.............................................     3.3       59.8       63.1     2008
  Equipment loan........................................     0.4         --        0.4     2000
                                                           -----     ------     ------
                                                             3.7       59.8       63.5
                                                           -----     ------     ------
          Total.........................................    26.0     $307.8     $333.8
                                                           =====     ======     ======
</TABLE>

---------------

(1) Does not include a $3.5 million unamortized premium recorded in connection
    with the acquisition.

(2) Camden Venture and Bayonne Venture are unconsolidated investees.

                                       42
<PAGE>   45

Linden Structure, Indebtedness and Cash Distributions

     Linden Structure. The following chart shows the Linden ownership structure:

                       [LINDEN OWNERSHIP STRUCTURE CHART]

     The development of the Linden facility was financed through equity
contributions to Linden Venture of $25.0 million from Linden Ltd. and $500.0
million from an owner trust created for the benefit of GECC and Dana Capital
Corporation, its co-investor. The owner trust receives distributions from Linden
Venture on a preferential basis. In addition, the Linden Venture partnership
agreement contains certain provisions that effectively restrict Linden Venture
from, among other things, entering into certain agreements or commitments,
selling or otherwise transferring assets, incurring indebtedness (other than
defined permitted indebtedness), creating or allowing any lien on its property
(other than defined permitted liens) and amending or modifying project
documents.

     Linden Indebtedness. At December 31, 1999, Linden Ltd. had outstanding
indebtedness of $191.7 million under the term loan agreement (the "Linden Ltd.
Term Loan") with State Street Bank and Trust Company, as trustee. The Linden
Ltd. Term Loan is secured by the pledge by Linden Ltd. of its general
partnership interest in Linden Venture and certain segregated deposit accounts.
The Linden Ltd. Term Loan is comprised of a fixed rate portion, a floating rate
portion and a working capital portion, all of which mature September 1, 2007. At
December 31, 1999, $87.1 million was outstanding under the fixed rate portion,
$94.6 million was outstanding under the floating rate portion, and $10.0 million
was outstanding under the working capital portion. The fixed rate portion bears
interest at 8.8% with principal and interest payments due quarterly. Principal
payments with respect to the fixed rate portion increase by 2.85% each quarter
with the principal payment due March 1, 2000 being $1.8 million. The floating
rate portion bears interest at LIBOR plus 1.65% (7.48% at December 31, 1999),
with principal and interest payments due quarterly. Principal payments with
respect to the floating rate portion increase by 2.85% each quarter, with the
principal payment due March 1, 2000 being $1.9 million. The working capital
portion bears interest at a one month financial commercial paper rate plus
0.55%, with interest payable quarterly.

                                       43
<PAGE>   46

     The Linden Ltd. Term Loan contains certain restrictions that significantly
limit or prohibit, among other things, the ability of Linden Ltd. to:

     - incur indebtedness;

     - make payments of certain indebtedness;

     - pay distributions to its owners;

     - make investments;

     - engage in transactions with affiliates;

     - create liens;

     - sell assets; and

     - engage in acquisitions, mergers and consolidations.

     Linden Cash Distributions. The cash remaining after payment of taxes,
operating expenses and maintenance of required reserve funds ("Linden Venture
Distributable Cash") is distributed monthly by Linden Venture to Linden Ltd. and
the owner trust, in accordance with the allocations described below. Portions of
distributions of Linden Venture Distributable Cash to Linden Ltd. are deposited
in an escrow account held by Linden Ltd. for the benefit of the owner trust to
pay monthly (a) debt service requirements under the Linden Ltd. Term Loan and
(b) amounts required to maintain ratios (the "Required Payment Ratios"), for
specified periods, based upon (y) total Linden Venture Distributable Cash,
together with the amount of earnings on the working capital fund and interest
paid by Linden Venture on working capital loans from Linden Ltd. for such
period, to (z) Linden Venture Distributable Cash paid to Linden Ltd. under
Linden Tranche 1 (as defined below), together with debt service payments of
Linden Ltd. on the Linden Ltd. Term Loan, for the same period. No Linden Venture
Distributable Cash may be paid to Linden Ltd. if there exists any default under
the Linden Ltd. Term Loan. The Required Payment Ratios are calculated quarterly
and are required to be at least 1.2 to 1.0.

     Linden Venture Distributable Cash is paid to the owner trust and Linden
Ltd. monthly based on three tranches of payments under the Linden Venture
partnership agreement. Linden Ltd. receives 1% and the owner trust, as the
limited partner in Linden Venture, receives 99% of Linden Venture Distributable
Cash up to a capped amount equal to approximately $3.0 million per month through
September 2001 and between $4.3 million and $4.8 million per month after
September 2001 ("Linden Tranche 1"). Linden Tranche 1 distributions are set at a
level such that, over a period of 22.5 years, the owner trust will be repaid an
amount equal to its initial equity investment plus an 8.4% return (including the
allocation of venture tax benefits).

     The second tranche ("Linden Tranche 2") is the Linden Venture Distributable
Cash remaining after the Linden Tranche 1 payment, up to an amount equal to
twice the amount of Linden Tranche 1. Linden Tranche 2 distributions are
allocated 99% to Linden Ltd. and 1% to the owner trust. The third tranche
("Linden Tranche 3") is the remaining Linden Venture Distributable Cash in
excess of Tranches 1 and 2 and is distributed 10% to the owner trust and 90% to
Linden Ltd. The distribution of cash according to the terms summarized above
will be in effect until the date (the "Flip Date") which is the earlier of March
17, 2015 or the date upon which the owner trust has achieved a 6.338% return on
its initial equity investment. On the Flip Date, distribution of cash according
to the above mechanism ends, and all Linden Venture Distributable Cash will then
be distributed initially 30% to the owner trust and 70% to Linden Ltd. until the
owner trust has achieved a 6.338% after-tax rate of return, at which time the
owner trust's distributable percentage will be reduced to 20%. The owner trust's
distributable percentage will be further reduced to 10% and finally to 1% when
the owner trust has achieved after-tax rates of return of 7.338% and 8.338%,
respectively.

     If there is a positive balance in the Arrears Account (as defined) at any
time prior to the Flip Date, distributions of Linden Venture Distributable Cash
that are normally distributed pursuant to Linden Tranche 2 and Linden Tranche 3
are instead distributed 99% to the owner trust and 1% to Linden Ltd. until the
balance in the Arrears Account equals zero, at which time the normal
distributions of Linden Tranche 2

                                       44
<PAGE>   47

and Linden Tranche 3 resume. If a Tax Indemnity Event (as defined) occurs at any
time, all amounts of Linden Venture Distributable Cash that are normally
distributed to Linden Ltd. are instead distributed to the owner trust until
either the balance in the Tax Indemnity Account (as defined) equals zero or the
owner trust is made whole from a tax standpoint.

     Upon the occurrence of a special event under the Linden Venture partnership
agreement, normal distributions are interrupted and Linden Venture Distributable
Cash is instead allocated 99% to the owner trust and 1% to Linden Ltd. Normal
distributions of Linden Venture Distributable Cash resume when the owner trust
receives a specified rate of return on its equity or the Special Event has
ceased to exist, whichever occurs earlier, provided that the Arrears Account
does not have a positive balance. In addition, so long as a Special Event is
ongoing, the owner trust may exercise certain powers with respect to the
management of Linden Venture.

     Among other things, the following occurrences with respect to Linden Ltd.
and/or Linden Venture, as applicable, constitute special events which interrupt
normal distributions of Linden Venture Distributable Cash:

     - false or misleading representations or warranties or the failure to
       perform covenants with respect to certain documents;

     - certain defaults in the repayment of certain indebtedness;

     - certain failures of counterparties to perform under certain project
       documents;

     - voluntary or involuntary bankruptcy, receivership or similar proceedings;

     - judgments in excess of $1,000,000;

     - in certain circumstances, the levying upon, attachment or seizure of
       property;

     - certain dissolutions and liquidations; and

     - the failure to maintain insurance and certain failures to comply with the
       terms thereof.

     Historical annual distributions from Linden Venture are set forth in the
table below:

<TABLE>
<CAPTION>
                                                    1999         1998         1997
                                                  ---------    ---------    ---------
                                                             (IN MILLIONS)
<S>                                               <C>          <C>          <C>
Linden Venture Distributable Cash
  Distributions to owner trust:
  Linden Tranche 1..............................  $    35.9    $    48.7    $    51.1
  Linden Tranche 2..............................        0.7          0.7          0.8
  Linden Tranche 3..............................        2.2          0.3          0.1
                                                  ---------    ---------    ---------
                                                       38.8         49.7         52.0
                                                  ---------    ---------    ---------
Linden Venture Distributable Cash
  Distributions to Linden Ltd.:
  Linden Tranche 1..............................        0.3          0.5          0.5
  Linden Tranche 2..............................       70.5         70.7         74.1
  Linden Tranche 3..............................       19.8          2.8          1.0
                                                  ---------    ---------    ---------
                                                       90.6(1)      74.0(1)      75.6(1)
                                                  ---------    ---------    ---------
  Total distributions...........................  $   129.4    $   123.7    $   127.6
                                                  =========    =========    =========
</TABLE>

---------------

(1) Includes amounts escrowed for payment of the Linden Ltd. Term Loan of $28.6
    million, $28.4 million and $28.9 million for 1999, 1998 and 1997,
    respectively.

                                       45
<PAGE>   48

Camden Structure, Indebtedness and Cash Distributions

     Camden Structure. The following chart sets forth the ownership structure of
Camden Venture:

                       [CAMDEN OWNERSHIP STRUCTURE CHART]

     Camden Indebtedness. Camden Venture is a party to a term loan agreement
with GECC (the "Camden Venture Term Loan"). GECC assigned Tranche A of the
Camden Venture Term Loan to a group of banks and retained Tranche B. The Camden
Venture Term Loan is secured by a lien on the Camden Facility, Camden Venture's
revenues and other assets and a pledge of the general partnership interest of
Camden GP in Camden Venture. At December 31, 1999, the aggregate outstanding
principal balance of Tranche A, which matures May 1, 2007, was $56.4 million. At
December 31, 1999, the outstanding principal balance of Tranche B, which matures
May 1, 2009, was $22.1 million.

     Tranche A accrues interest at the per annum rate of either (a) 3-month
LIBOR plus an increasing margin of 1.00% to 1.625% (1.25% for the period
November 3, 1998 to November 1, 2001) or (b) if such loan is in default, a prime
rate plus an increasing margin of 2.375% to 3.0% or the fed funds rate plus
2.5%, whichever is higher, with principal and interest payable quarterly.
Principal payments with respect to Tranche A increase each quarter by varying
amounts ranging from approximately 1.6% to approximately 4.8% of the prior
quarter's payment with the principal payment due February 1, 2000 being $1.3
million. Camden Venture has entered into an interest rate swap agreement with
GECC to fix the LIBOR portion of the interest rate with respect to Tranche A at
5.945%. The swap agreement has a notional amount equal at all times to the
outstanding principal balance of Tranche A. Tranche B accrues interest at the
annual rate of 11.4%, with interest and principal payable quarterly. Principal
payments with respect to Tranche B increase each quarter by varying amounts
ranging from approximately 1.6% to approximately 4.8% of the prior quarter's
payment, through May 1, 2007, with the principal payment due February 1, 2000
being $0.3 million, and the final eight

                                       46
<PAGE>   49

principal payments averaging approximately $1.3 million each. Optional
prepayments on Tranche B are subject to a yield maintenance premium.

     The Camden Venture Term Loan contains certain restrictions that
significantly limit or prohibit, among other things, the ability of Camden
Venture or its general partner, Camden GP, to incur indebtedness, make payments
of certain indebtedness, pay distributions to its owners, make investments,
engage in transactions with affiliates, create liens, sell assets, amend
material contracts and engage in acquisitions, mergers and consolidations. In
addition, the Camden Venture Term Loan requires Camden Venture to establish and
maintain security deposit accounts into which its revenues are deposited and
from which reserve accounts are funded and maintained for various obligations,
including the repayment of the Camden Venture Term Loan.

     Camden Cash Distributions. Camden Venture Distributable Cash is the cash
remaining after the payment of:

     - project expenses;

     - fees and expenses owed to lenders, interest rate swap counterparties and
       letter of credit issuers under the Camden Venture Term Loan;

     - principal and interest on the Camden Venture Term Loan;

     - reimbursement obligations owed on letters of credit issued under the
       Camden Venture Term Loan; and

     - reserve amounts required if the fixed charge coverage ratio of the Camden
       Venture Term Loan is less than 1.2 to 1.0.

Absent the existence of a default under the Camden Venture Term Loan, Camden
Venture Distributable Cash is distributed monthly by Camden Venture to Camden GP
and GECC in accordance with the allocations described below.

     Camden Venture Distributable Cash is paid to GECC and Camden GP based on
two tranches of payments under the terms of Camden Venture's partnership
agreement. Under the first tranche ("Camden Tranche 1"), Camden Venture pays to
GECC and the other lenders all amounts due for debt service expenses and other
obligations pursuant to the Camden Venture Term Loan. Also under Camden Tranche
1, GECC receives 99% and Camden GP 1% of Camden Venture Distributable Cash up to
a capped amount equal to approximately $0.3 million to $0.4 million per month
through May 2007 and varying amounts thereafter. Camden Tranche 1 distributions
are set at a level such that GECC will be repaid an amount equal to its initial
equity investment plus a 6.8% return thereon (including the allocation of all
venture tax benefits).

     The balance of the Camden Venture Distributable Cash following satisfaction
of the Camden Tranche 1 obligations is distributed 99% to Camden GP and 1% to
GECC ("Camden Tranche 2"). The distributions of cash according to the above
mechanism ends April 1, 2010. Thereafter, Camden Venture Distributable Cash will
be distributed 10% to GECC and 90% to Camden GP.

     If there is a positive balance in the monthly arrears account,
distributions of Camden Venture Distributable Cash that are normally distributed
pursuant to Camden Tranche 2 are instead distributed 99% to GECC and 1% to
Camden GP until GECC receives a distribution equal to the then current balance
of the monthly arrears account, which is decreased by the amount of such
distribution, at which time normal distributions of Camden Tranche 2 resume. If
there is a positive balance in the quarterly arrears account, distributions of
Camden Venture Distributable Cash that are normally distributed pursuant to
Camden Tranche 2, or which are otherwise distributable as a result of a positive
monthly arrears account balance as previously discussed, are instead distributed
99% to GECC and 1% to Camden GP until GECC receives a distribution equal to the
then current balance of the quarterly arrears account, which is decreased by the
amount of such distribution, at which time distributions as a result of a
positive monthly arrears account balance are made, if applicable. Otherwise,
normal distributions of Camden Tranche 2 resume. If a tax indemnity event occurs
at any time, all amounts of Camden Venture Distributable Cash that are normally
distributed to Camden GP are instead distributed to GECC until either the
balance in the tax indemnity account equals zero or GECC is made whole from a
tax standpoint.

                                       47
<PAGE>   50

     Upon the occurrence of a special event under the Camden Venture partnership
agreement, normal distributions are interrupted and Camden Venture Distributable
Cash is instead allocated 99% to GECC and 1% to Camden GP. Normal distributions
of Camden Venture Distributable Cash resume when GECC receives a specified rate
of return on its equity or the Special Event has ceased to exist, whichever
occurs earlier, provided that the arrears account does not have a positive
balance. In addition, so long as a Special Event is ongoing, GECC may exercise
certain powers with respect to the management of Camden Venture.

     Among other things, the following occurrences with respect to Camden GP
and/or Camden Venture, as applicable, constitute special events which interrupt
normal distributions of Camden Venture Distributable Cash:

     - false or misleading representations or warranties or the failure to
       perform covenants with respect to certain documents;

     - certain defaults in the repayment of certain indebtedness;

     - certain failures of counterparties to perform under certain project
       documents;

     - voluntary or involuntary bankruptcy, receivership or similar proceedings;

     - judgments in excess of $1,000,000;

     - in certain circumstances, the levying upon, attachment or seizure of
       property;

     - certain dissolutions and liquidations; and

     - the failure to maintain insurance and certain failures to comply with the
       terms thereof.

     Historical annual distributions from Camden Venture are set out in the
table below:

<TABLE>
<CAPTION>
                                                              1999    1998    1997
                                                              -----   -----   -----
                                                                  (IN MILLIONS)
<S>                                                           <C>     <C>     <C>
Payments to GECC and lenders:
  Camden Tranche 1..........................................  $16.3   $16.3   $16.0
  Camden Tranche 2..........................................    0.1     0.1     0.1
                                                              -----   -----   -----
                                                               16.4    16.4    16.1
                                                              -----   -----   -----
Camden Venture Distributable Cash Distributions to Camden
  GP:
  Camden Tranche 1..........................................    0.2     0.1     0.2
  Camden Tranche 2..........................................   12.3    14.9     8.4
                                                              -----   -----   -----
                                                               12.5    15.0     8.6
                                                              -----   -----   -----
          Total Distributions...............................  $28.9   $31.4   $24.7
                                                              =====   =====   =====
</TABLE>

                                       48
<PAGE>   51

Bayonne Structure, Indebtedness and Cash Distributions

     Bayonne Structure. The following chart sets forth the ownership structure
of Bayonne Venture:

                      [BAYONNE OWNERSHIP STRUCTURE CHART]

     The original development and construction of the Bayonne Facility was
financed through a term loan agreement (the "Bayonne Term Loan") with Prudential
Insurance Company of America and approximately $30.0 million in equity
contributed by the partners of Bayonne Venture.

     Bayonne Indebtedness. As of December 31, 1999, Bayonne Venture had $63.1
million of outstanding indebtedness under the Bayonne Term Loan. The Bayonne
Term Loan is generally non-recourse to the partners of Bayonne Venture and is
secured by the Bayonne Facility and other Bayonne Venture assets and all the
revenues of Bayonne Venture. This indebtedness matures October 2008 and accrues
interest at the per annum rate of 10.85%, with accrued interest and principal
payable quarterly. The Bayonne Term Loan is non-callable through September 2002,
and thereafter may, at the option of Bayonne Venture, be prepaid at a premium on
the prepaid portion thereof calculated at a decreasing percentage which
commences at 10.85%.

     The Bayonne Term Loan contains certain restrictions that significantly
limit or prohibit, among other things, the ability of Bayonne Venture to incur
indebtedness, make payments of certain indebtedness, pay distributions to its
owners, make investments, engage in transactions with affiliates, create liens,
sell assets and engage in acquisitions, mergers and consolidations. In addition,
the Bayonne Term Loan requires Bayonne Venture to create a debt service reserve
fund from net cash flow if Bayonne Venture's annual debt service coverage ratio,
calculated each quarter using the previous twelve months' financial information,
falls below 1.50x. Bayonne Venture must increase the reserve until funds held in
such reserve plus the funds available for debt service equal 1.50x the previous
twelve months' debt service. Any funds held in such reserve may be released as,
and to the extent that, the balance of funds retained in such reserve (if any)
together with Bayonne Venture's net cash flow cause Bayonne Venture's coverage
ratio to exceed 1.50x. Bayonne Venture has not been required to fund the debt
service reserve.

                                       49
<PAGE>   52

     Bayonne Venture has entered into a commitment letter with Southwest Bank of
Texas with respect to a $5.0 million credit facility, which is expected to be
used to fund the daily operating cash flow needs of the Bayonne facility. This
credit facility has been approved by the partners of Bayonne Venture.

     Bayonne Venture Cash Distributions. The cash remaining after payment of
operating expenses, debt service and maintenance of required reserve funds
("Bayonne Venture Distributable Cash") is distributed monthly by Bayonne Venture
to each of the partners of Bayonne Venture according to each partner's
respective ownership percentages in Bayonne Venture. Under the Bayonne Term
Loan, Bayonne Venture is prohibited from making distributions to its partners
except in accordance with an approved operating budget. No distributions of
Bayonne Venture Distributable Cash may be made if there is a default under the
Bayonne Term Loan.

     Historical annual distributions from Bayonne Venture are set forth in the
table below.

<TABLE>
<CAPTION>
                                                              1999    1998    1997
                                                              -----   -----   -----
                                                                  (IN MILLIONS)
<S>                                                           <C>     <C>     <C>
Bayonne Venture Distributable Cash Distributions:(1)
  JEDI Bayonne GP, LLC/NJ Inc. (former managing general
     partner of Bayonne Venture)............................  $29.6   $39.5   $18.1
  Minority general partners.................................    7.8     5.2     2.8
                                                              -----   -----   -----
          Total Distributions...............................  $37.4   $44.7   $20.9
                                                              =====   =====   =====
</TABLE>

---------------

(1) Historical annual distributions from Bayonne Venture to its general partners
    do not correlate with the current ownership percentages of such partners due
    to the purchase by NJ Inc. of an additional 5.25% interest in Bayonne
    Venture in July 1998.

YEAR 2000 COMPLIANCE

     The year 2000 issue is the result of computer systems and other equipment
with embedded chips or processors using two digits instead of four to define a
specific year and potentially being unable to process accurately certain data
before, during or after the year 2000. This could result in system failures or
miscalculations, causing disruptions to various activities and operations.

     During 1999, the Company completed its year 2000 readiness plan for its
critical information technology and operating systems. The readiness plan
involved four phases: assessment, remediation, testing and implementation. Since
entering the year 2000, the Company has not experienced any significant year
2000 failures in its own information technology or operating systems or those of
its vendors. The Company will continue to monitor these systems throughout the
year but does not anticipate any material disruptions.

     We have expended a total of approximately $200,000 on material and
approximately six man-months of effort preparing for the year-end rollover and
expect to expend an additional one-half man-month of effort to complete our
preparations.

RECENT ACCOUNTING PRONOUNCEMENTS

     The Financial Statement Accounting Standards Board ("FASB") adopted
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," in June 1998. The statement
requires that all derivatives be recognized at fair value as assets or
liabilities and that changes in fair value be recorded in earnings or other
comprehensive income. In July 1999, the FASB adopted SFAS No. 137, which defers
the required adoption date of SFAS No. 133 by one year to fiscal years beginning
after June 15, 2000. Our analysis of the potential impact of this statement has
not been completed.

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     Our company's exposure to interest rate risk results from the Linden Ltd.
Term Loan. In regards to the floating rate and working capital portion of this
loan, a 10% fluctuation in LIBOR rates and in financial commercial paper rates
in effect during the first nine months of 1999 would not have a materially
adverse impact on earnings in the last quarter of 1999.

                                       50
<PAGE>   53

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                           <C>
AUDITED FINANCIAL STATEMENTS OF EAST COAST POWER L.L.C.
  Report of Independent Public Accountants..................    52
  Consolidated Statement of Operations of East Coast Power
     L.L.C. for the period February 4, 1999 to December 31,
     1999...................................................    53
  Consolidated Balance Sheet of East Coast Power L.L.C. as
     of December 31, 1999...................................    54
  Consolidated Statement of Cash Flows of East Coast Power
     L.L.C. for the period February 4, 1999 to December 31,
     1999...................................................    55
  Consolidated Statement of Members' Equity of East Coast
     Power L.L.C. for the period February 4, 1999 to
     December 31, 1999......................................    56
  Notes to Consolidated Financial Statements of East Coast
     Power L.L.C. ..........................................    57
AUDITED FINANCIAL STATEMENTS OF COGEN TECH GROUP
  Report of Independent Public Accountants..................    68
  Combined Statements of Income of Cogen Tech Group for the
     periods ended February 4, 1999, December 31, 1998 and
     1997...................................................    69
  Combined Balance Sheets of Cogen Tech Group as of December
     31, 1998 and 1997......................................    70
  Combined Statements of Cash Flows of Cogen Tech Group for
     the periods ended February 4, 1999, December 31, 1998
     and 1997...............................................    71
  Combined Statements of Owners' Equity of Cogen Tech Group
     for the periods ended February 4, 1999, December 31,
     1998 and 1997..........................................    72
  Notes to Combined Financial Statements of Cogen Tech
     Group..................................................    73
AUDITED FINANCIAL STATEMENTS OF COGEN TECHNOLOGIES NEW
  JERSEY OPERATING PARTNERSHIPS
  Report of Independent Public Accountants..................    82
  Combined Statements of Income of Cogen Technologies New
     Jersey Operating Partnerships for the years ended
     December 31, 1999, 1998 and 1997.......................    83
  Combined Balance Sheets of Cogen Technologies New Jersey
     Operating Partnerships as of December 31, 1999 and
     1998...................................................    84
  Combined Statements of Cash Flows of Cogen Technologies
     New Jersey Operating Partnerships for the years ended
     December 31, 1999, 1998 and 1997.......................    85
  Combined Statements of Partners' Capital of Cogen
     Technologies New Jersey Operating Partnerships for the
     years ended December 31, 1999, 1998 and 1997...........    86
  Notes to Combined Financial Statements of Cogen
     Technologies New Jersey Operating Partnerships.........    87
</TABLE>

                                       51
<PAGE>   54

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To East Coast Power L.L.C.:

     We have audited the accompanying consolidated balance sheet of East Cost
Power L.L.C. (a Delaware limited liability company) and subsidiaries as of
December 31, 1999, and the related consolidated statements of operations,
members' equity and cash flows for the period from February 4, 1999 to December
31, 1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of East Coast
Power L.L.C. and subsidiaries as of December 31, 1999, and the results of their
operations and their cash flows for the period from February 4, 1999 to December
31, 1999 in conformity with accounting principles generally accepted in the
United States.

                                            ARTHUR ANDERSEN LLP

Houston, Texas
March 30, 2000

                                       52
<PAGE>   55

                            EAST COAST POWER L.L.C.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                            (IN MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>
                                                              FOR THE PERIOD FROM
                                                                FEBRUARY 4, 1999
                                                              TO DECEMBER 31, 1999
                                                              --------------------
<S>                                                           <C>
Revenues
  Equity in earnings of
     Cogen Technologies Linden Venture, L.P.................         $ 44.3
     Camden Cogen L.P.......................................           (0.7)
     Cogen Technologies NJ Venture..........................           16.1
                                                                     ------
                                                                       59.7
Costs and Expenses
  General and administrative................................           11.2
                                                                     ------
Income from Operations......................................           48.5
Other Income (Expense)
  Interest and other income.................................           11.0
  Interest expense..........................................          (88.5)
                                                                     ------
Net Loss....................................................         $(29.0)
                                                                     ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       53
<PAGE>   56

                            EAST COAST POWER L.L.C.

                           CONSOLIDATED BALANCE SHEET
                            (IN MILLIONS OF DOLLARS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                                  1999
                                                              ------------
<S>                                                           <C>
Current Assets
  Cash and cash equivalents.................................    $    3.2
  Restricted cash...........................................        12.7
  Other current assets......................................         0.4
                                                                --------
                                                                    16.3
                                                                --------
Investment in Affiliates
  Cogen Technologies Linden Venture, L.P....................       826.7
  Camden Cogen L.P..........................................       188.7
  Cogen Technologies NJ Venture.............................       204.2
                                                                --------
                                                                 1,219.6
                                                                --------
Other Assets................................................        30.6
                                                                --------
                                                                $1,266.5
                                                                ========

                     LIABILITIES AND MEMBERS' EQUITY

Current Liabilities
  Current maturities of long-term debt......................        28.4
  Short-term debt...........................................        16.0
  Accounts payable..........................................    $    0.5
  Accounts payable, affiliate...............................         3.2
  Interest payable..........................................         3.4
  Accrued liabilities.......................................         4.6
                                                                --------
                                                                    56.1
Long-Term Debt..............................................     1,184.7
Commitments and Contingencies (Note 7)
Members' Equity.............................................        25.7
                                                                --------
                                                                $1,266.5
                                                                ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       54
<PAGE>   57

                            EAST COAST POWER L.L.C.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (IN MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>
                                                              FOR THE PERIOD
                                                                   FROM
                                                               FEBRUARY 4,
                                                                 1999 TO
                                                               DECEMBER 31,
                                                                   1999
                                                              --------------
<S>                                                           <C>
Operating Activities:
  Net loss..................................................    $   (29.0)
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Equity (in earnings) loss of affiliates
       Cogen Technologies Linden Venture, L.P...............        (44.3)
       Camden Cogen L.P.....................................          0.7
       Cogen Technologies NJ Venture........................        (16.1)
     Distributions received from affiliates
       Cogen Technologies Linden Venture, L.P...............         77.2
       Camden Cogen L.P.....................................         10.4
       Cogen Technologies NJ Venture........................         29.6
     Amortization of deferred financing costs...............          6.6
     Amortization of Linden Ltd. term loan premium..........         (0.6)
  Changes in other operating assets and liabilities
     Decrease in accounts receivable........................          8.6
     Increase in other current assets.......................         (0.4)
     Decrease in accounts payable...........................         (0.5)
     Increase in accounts payable, affiliate................          3.2
     Increase in interest payable...........................          0.4
     Increase in accrued liabilities........................          3.1
                                                                ---------
Net Cash Provided by Operating Activities...................         48.9
                                                                ---------
Investing Activities:
  Acquisition of Acquired Group (net of cash acquired of
     $17.7).................................................     (1,070.7)
  Purchase of turbine.......................................        (16.8)
                                                                ---------
Net Cash Used in Investing Activities.......................     (1,087.5)
                                                                ---------
Financing Activities:
  Short-term borrowings subordinated credit facility........         16.0
  Long-term borrowings under bridge loan....................        831.0
  Long-term borrowings under Enron subordinated note........        250.0
  Long-term borrowings under senior secured notes...........        850.0
  Principal payments on long-term debt......................       (927.2)
  Debt issuance costs.......................................        (20.0)
  Contributions received....................................        105.0
  Distributions paid........................................        (50.3)
                                                                ---------
Net Cash Provided by Financing Activities...................      1,054.5
                                                                ---------
Increase in Cash and Cash Equivalents.......................         15.9
Cash and Cash Equivalents at Beginning of Period............           --
                                                                ---------
Cash and Cash Equivalents at End of Period..................    $    15.9
                                                                =========
Cash Paid for Interest......................................    $    88.9
                                                                =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       55
<PAGE>   58

                            EAST COAST POWER L.L.C.

                   CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
                            (IN MILLIONS OF DOLLARS)

<TABLE>
<CAPTION>
                                                              CLASS A     CLASS B     TOTAL
                                                              -------     -------     ------
<S>                                                           <C>         <C>         <C>
Balance at February 4, 1999.................................  $   --      $   --      $   --
  Contributions.............................................    80.0        25.0       105.0
  Distributions.............................................   (25.3)      (25.0)      (50.3)
  Net loss..................................................   (29.0)         --       (29.0)
                                                              ------      ------      ------
Balance at December 31, 1999................................  $ 25.7      $   --      $ 25.7
                                                              ======      ======      ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       56
<PAGE>   59

                            EAST COAST POWER L.L.C.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

  Organization and Nature of Operations

     East Coast Power L.L.C. (the "Company") is a Delaware limited liability
company that was formed on December 18, 1998 by Joint Energy Development
Investments II Limited Partnership ("JEDI II"), a limited partnership in which
Enron Corp. ("Enron") and the California Public Employees' Retirement System
("CalPERS") each own a 50% interest. On February 4, 1999, the limited liability
company agreement of the Company was amended and restated to convert JEDI II's
initial membership to that of a Class A Member and to admit Enron North America
Corp. ("Enron North America"), formerly Enron Capital & Trade Resources Corp., a
wholly-owned subsidiary of Enron, and CalPERS as Class B Members. On August 13,
1999, Enron North America transferred its Class B membership interest in the
Company (representing 50% of the total Class B membership interests) to East
Coast Power Holding Company L.L.C. ("ECP Holding Company"). Also on August 13,
1999, ECP Holding Company transferred a 49% Class A membership interest and a
49% Class B membership interest in the Company to Mesquite Investors, L.L.C.
("Mesquite Investors"), a Delaware limited liability company and an affiliate of
El Paso Energy Corporation. The limited liability company agreement of the
Company was amended and restated on August 13, 1999 to admit Mesquite Investors
as a Class A and Class B Member and to provide that ECP Holding Company is
entitled to certain preferential distributions in the event of certain contract
restructuring or capital projects. The Company and its wholly owned subsidiaries
own equity interests in and control and operate three power generation
facilities located in New Jersey (the "facilities").

     All distributions from the Company will be made to the Class A Members
until the Class A Members have received distributions equal to $80.0 million
plus specified rates of return. After the Class A Members have received their
preferential distributions, all distributions will be made 90% to the Class A
Members and 10% to the Class B Members.

     The Company had no assets or liabilities and conducted no operations prior
to February 4, 1999. On February 4, 1999 the Company indirectly acquired equity
interests in the facilities (the "acquisition") through the acquisition of
entities (collectively, the "Acquired Group") that were under the common control
of Robert C. McNair, members of his immediate family and related trusts. The
Acquired Group included McNair Energy Services Corporation ("MESC"), a Texas
corporation, and its wholly owned subsidiary Cogen Technologies NJ, Inc. ("NJ
Inc."), a New Jersey corporation, Cogen Technologies Linden, Ltd. ("Linden
Ltd."), a Texas limited partnership, and Cogen Technologies Camden GP Limited
Partnership ("Camden GP"), a Delaware limited partnership.

     Linden Ltd. is the managing general partner of Cogen Technologies Linden
Venture, L.P. ("Linden Venture"), a Delaware limited partnership that owns and
operates a 715-megawatt cogeneration facility in Linden, New Jersey. Camden GP
is the managing general partner of Camden Cogen L.P. ("Camden Venture"), a
Delaware limited partnership that owns and operates a 146-megawatt cogeneration
facility in Camden, New Jersey. JEDI Bayonne GP, L.L.C. is the managing general
partner of Cogen Technologies NJ Venture ("Bayonne Venture"), a New Jersey
general partnership that owns and operates a 176-megawatt cogeneration facility
in Bayonne, New Jersey. The Company's interest in Linden Ltd., Camden GP and
Bayonne Venture are held through wholly-owned limited liability companies which
were formed for the specific and limited purpose of holding the interests in
these entities. The financial position and results of operations of these
limited liability companies are reflected in the consolidated financial
statements of the Company.

     Cash distributions, net income and net losses are allocated to the partners
of Linden Venture, Camden Venture, and Bayonne Venture (collectively, the
"Ventures") in accordance with the Ventures' partnership agreements, as
discussed in Note 3.

                                       57
<PAGE>   60
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  Basis of Consolidation and Presentation

     The accompanying consolidated financial statements present the consolidated
financial position of the Company and its wholly-owned subsidiaries as of
December 31, 1999 and the results of their operations, cash flows and changes in
their members' equity for the period from which it commenced operations on
February 4, 1999 to December 31, 1999. All material transactions between the
consolidated entities have been eliminated.

     The Company's investments in the Ventures are accounted for using the
equity method of accounting since the other partners have substantive
participating rights with respect to the partnerships' operations.

  Cash and Cash Equivalents/Restricted Cash

     All highly liquid short-term investments with original maturities of three
months or less are considered to be cash equivalents. At December 31, 1999,
$12.7 million of the Company's cash was held by Linden Ltd. and all of such cash
was restricted either to service Linden Ltd.'s debt or, if necessary, to make
working capital loans to Linden Venture.

  Derivative Financial Instruments

     From time to time the Company uses derivatives to manage interest rate
risk. The Company's policy is to use derivatives for risk management purposes
only and does not enter into such contracts for trading purposes. To date, the
Company has entered into one interest rate swap agreement with Enron North
America, which was cancelled on April 14, 1999. See Note 5.

     Instruments used as hedges must be effective in managing risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract. Accordingly, changes in the market values or cash
flows of hedge instruments must have a high degree of inverse correlation with
changes in market values or cash flows of the underlying hedged items.
Derivatives that meet the hedge criteria are accounted for under the deferral or
accrual method as discussed in Note 5.

  Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the use of certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities, if any, and
the periods in which certain items of revenue and expense are included. Actual
results may differ from such estimates.

  Income Taxes

     As limited liability companies and partnerships, the Company and its
consolidated subsidiaries are not subject to state or federal income taxes. Such
taxes accrue to the owners of the Company and, accordingly, such income taxes
have not been recognized in the consolidated financial statements.

  Recent Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") adopted Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," in June 1998. The statement requires that
all derivatives be recognized at fair value as assets or liabilities and that
changes in fair value be recorded in earnings or other comprehensive income. In
July 1999, the FASB adopted SFAS No. 137 that defers the required adoption date
of SFAS No. 133 by one year to fiscal years beginning after June 15, 2000. The
Company's analysis of the potential impact of this statement has not been
completed.

                                       58
<PAGE>   61
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) THE ACQUISITION

     On February 4, 1999, the Company acquired the assets and liabilities of the
Acquired Group. For financial statement purposes, the acquisition was accounted
for as a purchase and, accordingly, the results of operations of the assets
acquired are included in the Company's consolidated financial statements with
effect from the date of acquisition. The aggregate purchase price has been
allocated to the assets and liabilities acquired based on their estimated fair
values.

     The purchase price of the Acquired Group totaled $1,277.1 million, as
follows (in millions):

<TABLE>
<S>                                                           <C>
Adjusted purchase price paid to former owners...............  $1,078.0
Transaction costs paid......................................      10.4
Linden Ltd. debt assumed....................................     209.9
Working capital acquired (including cash of $17.7)..........     (21.2)
                                                              --------
                                                              $1,277.1
                                                              ========
</TABLE>

     The purchase price was allocated to the assets purchased and the
liabilities assumed based upon the estimated fair values on the date of
acquisition, as follows (in millions):

<TABLE>
<S>                                                           <C>
Value of properties acquired:
  Linden Venture............................................  $  859.6
  Camden Venture............................................     199.8
  Bayonne Venture...........................................     217.7
                                                              --------
                                                               1,277.1
Linden, Ltd. debt assumed...................................    (209.9)
Working capital, excluding cash.............................       3.5
                                                              --------
Cash paid, net of cash acquired.............................  $1,070.7
                                                              ========
</TABLE>

     The Company's primary assets are equity investments in the Linden, Camden
and Bayonne Ventures. The difference between the purchase price allocated to
each Venture and the historical equity in such Venture, totaling $1,197.8
million, is being amortized over the lives of the underlying Venture assets.
Such Venture assets consist primarily of property, plant and equipment
associated with the facilities, with a remaining life of 20 to 24 years, and
power sales contracts with remaining terms ranging from 10 to 18 years.

     During the fourth quarter of 1999, the preliminary purchase price
allocation was revised to allocate a substantially all of the purchase price to
the power sales contracts which have a shorter life than the facilities, offset
by fixed fuel purchase contracts, along with certain other revisions. These
revisions resulted in an increase in the amortization of the excess cost over
underlying Venture equity of $23.6 million for the period from February 4, 1999
through December 31, 1999.

     The following unaudited pro forma results of operations for the years ended
December 31, 1999 and 1998, have been prepared as if the acquisition had
occurred January 1 of each respective year. The pro forma results include
amortization of the purchase price allocated to the Ventures over the historical
equity in the Ventures, interest expense on borrowings related to the
acquisition and the reversal of income taxes since the Company is not subject to
such taxes. The historical combined results of operations represent the combined
results of operations of the Acquired Group for the period January 1, 1999 to
February 4, 1999, and the Company for the period February 4, 1999 to December
31, 1999. The pro forma results of operations do not purport to be

                                       59
<PAGE>   62
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

indicative of the results that would have occurred had the acquisition occurred
January 1, 1999 or 1998, nor do they purport to be indicative of the results of
future operations.

<TABLE>
<CAPTION>
                                                           HISTORICAL                 PRO FORMA
                                                 ------------------------------   ------------------
                                                                    THE COMPANY
                                                  ACQUIRED GROUP     2/4/99 TO
                                                 1/1/99 TO 2/4/99    12/31/99      1999       1998
                  (UNAUDITED)                    ----------------   -----------   -------    -------
                                                                (MILLIONS OF DOLLARS)
<S>                                              <C>                <C>           <C>        <C>
Revenues........................................      $(51.4)(1)      $ 59.7      $   1.7    $  71.3
Loss from operations............................       (54.0)           48.5        (12.1)      29.5
Loss before income taxes........................       (55.9)          (29.0)      (108.7)     (71.0)
Net loss .......................................      $(57.7)         $(29.0)     $(108.7)   $ (71.0)
</TABLE>

---------------

(1) The equity in earnings of affiliates included in the results of operations
    of the Acquired Group for the period January 1, 1999 to February 4, 1999,
    includes the effect of $66.8 million in one-time payments made by Linden
    Venture and Camden Venture to terminate certain management services and gas
    management contracts.

(3) INVESTMENT IN AFFILIATES

     The following table reflects the changes in the Company's investments in
affiliates for the period February 4, 1999 to December 31, 1999 (in millions of
dollars):

<TABLE>
<CAPTION>
                                                    LINDEN    CAMDEN    BAYONNE
                                                    VENTURE   VENTURE   VENTURE    TOTAL
                                                    -------   -------   -------   --------
<S>                                                 <C>       <C>       <C>       <C>
Acquisition of interests..........................  $859.6    $199.8    $217.7    $1,277.1
Equity in earnings................................    84.6      11.1      36.3       131.6
Amortization of excess cost.......................   (40.3)    (11.8)    (20.2)      (72.3)
Distributions received............................   (77.2)    (10.4)    (29.6)     (117.2)
                                                    ------    ------    ------    --------
                                                    $826.7    $188.7    $204.2    $1,219.2
                                                    ======    ======    ======    ========
</TABLE>

     At December 31, 1999, the unamortized excess cost over the Company's share
of underlying Venture equity totaled $1,125.5 million.

     The following table presents summary balance sheet information for the
Company's affiliates at December 31, 1999 (in millions of dollars):

<TABLE>
<CAPTION>
                                                         LINDEN      CAMDEN      BAYONNE
                                                         VENTURE     VENTURE     VENTURE
                                                         -------     -------     -------
<S>                                                      <C>         <C>         <C>
Assets
  Current assets.......................................  $ 66.0      $ 20.0       $28.9
  Plant and equipment, net.............................   398.0        99.3        68.1
                                                         ------      ------       -----
                                                         $464.0      $119.3       $97.0
                                                         ======      ======       =====
Liabilities and Partners' Capital
  Current liabilities..................................  $ 27.9      $ 13.1       $ 9.3
  Long-term debt.......................................      --        71.8        59.8
  Other long-term liabilities..........................     2.6          --          --
  Partners' capital....................................   433.5        34.4        27.9
                                                         ------      ------       -----
                                                         $464.0      $119.3       $97.0
                                                         ======      ======       =====
</TABLE>

     The Venture financial data is shown at historical cost and does not reflect
an allocation of the excess purchase price paid by the Company.

                                       60
<PAGE>   63
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents summary income statement information for the
Company's affiliates for the periods January 1, 1999 to February 4, 1999 and
February 5, 1999 to December 31, 1999 (in millions of dollars):

<TABLE>
<CAPTION>
                                    LINDEN VENTURE                 CAMDEN VENTURE                BAYONNE VENTURE
                             ----------------------------   ----------------------------   ----------------------------
                             FEBRUARY 5 TO   JANUARY 1 TO   FEBRUARY 5 TO   JANUARY 1 TO   FEBRUARY 5 TO   JANUARY 1 TO
                             DECEMBER 31,    FEBRUARY 4,    DECEMBER 31,    FEBRUARY 4,    DECEMBER 31,    FEBRUARY 4,
                                 1999            1999           1999            1999           1999            1999
                             -------------   ------------   -------------   ------------   -------------   ------------
<S>                          <C>             <C>            <C>             <C>            <C>             <C>
Revenues
  Electricity..............     $243.0          $ 23.9          $65.2          $  8.2          $93.4          $11.1
  Steam....................        9.6             0.6             --              --            3.4            0.4
                                ------          ------          -----          ------          -----          -----
                                 252.6            24.5           65.2             8.2           96.8           11.5
                                ------          ------          -----          ------          -----          -----
Costs and Expenses
  Fuel.....................      114.2            16.2           29.8             4.8           38.0            3.6
  Operating and
     maintenance(1)........       17.1             1.7           10.2             0.5            9.3            0.9
  Depreciation and
     amortization..........       13.7             1.4            3.4             0.4            2.6            0.3
  General and
     administrative(1).....        2.8            47.5            1.0            13.0            0.8            0.3
  Taxes, other than
     income................        1.4             0.2            0.5              --            0.5             --
                                ------          ------          -----          ------          -----          -----
                                 149.2            67.0           44.9            18.7           51.2            5.1
                                ------          ------          -----          ------          -----          -----
Income (Loss) from
  Operations...............      103.4           (42.5)          20.3           (10.5)          45.6            6.4
Other Income (Expense)
  Interest and other
     income................        4.3             0.1            1.6              --            0.4             --
  Interest expense.........         --              --           (6.2)           (0.7)          (6.4)          (0.8)
                                ------          ------          -----          ------          -----          -----
Net Income (Loss)..........     $107.7          $(42.4)         $15.7          $(11.2)         $39.6          $ 5.6
                                ======          ======          =====          ======          =====          =====
</TABLE>

------

(1) The results of operations of Linden Venture and Camden Venture for the
    period ended February 4, 1999 include the effect of one-time payments in
    connection with the termination of certain gas management and management
    services agreements of $52.4 million and $14.4 million, respectively.

                                       61
<PAGE>   64
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents statement of cash flows information for the
Company's affiliates for the periods January 1, 1999 to February 4, 1999 and
February 5, 1999 to December 31, 1999 (in millions of dollars):

<TABLE>
<CAPTION>
                                    LINDEN VENTURE                 CAMDEN VENTURE                BAYONNE VENTURE
                             ----------------------------   ----------------------------   ----------------------------
                             FEBRUARY 5 TO   JANUARY 1 TO   FEBRUARY 5 TO   JANUARY 1 TO   FEBRUARY 5 TO   JANUARY 1 TO
                             DECEMBER 31,    FEBRUARY 4,    DECEMBER 31,    FEBRUARY 4,    DECEMBER 31,    FEBRUARY 4,
                                 1999            1999           1999            1999           1999            1999
                             -------------   ------------   -------------   ------------   -------------   ------------
<S>                          <C>             <C>            <C>             <C>            <C>             <C>
Cash provided by (used in)
  operating activities.....     $ 125.0         $(42.7)         $21.5          $(13.1)         $43.0          $ 3.1
Cash provided by (used in)
  investing activities.....         0.5             --             --              --           (0.1)            --
Cash provided by (used in)
  financing activities.....      (109.8)          32.7          (21.2)           13.9          (39.1)          (4.1)
                                -------         ------          -----          ------          -----          -----
Increase (decrease) in cash
  and cash equivalents.....     $  15.7         $(10.0)         $ 0.3          $  0.8          $ 3.8          $(1.0)
                                =======         ======          =====          ======          =====          =====
</TABLE>

     Under the terms of Linden Venture's partnership agreement, monthly cash
distributions are allocated, 1% to Linden Ltd. and 99% to the limited partner up
to a specified rate of return (approximately $3.0 million per month from October
1998 through September 2001 and between $4.3 million and $4.8 million per month
thereafter) ("Tranche 1"), then 99% to Linden Ltd. and 1% to the limited partner
up to a capped amount, which is twice the amount of Tranche 1, and the remainder
90% to Linden Ltd. and 10% to the limited partner. During the period subsequent
to the acquisition, Linden Ltd. received 70% of Linden Venture's cash
distributions. Linden Venture's income before depreciation is allocated to the
partners on the basis of cash distributed with any excess primarily allocated
99% to Linden Ltd. Losses are allocated 100% to Linden Ltd. until its capital
account equals zero, then to the limited partner until its capital account
equals zero, with any remainder allocated 100% to Linden Ltd. Depreciation up to
$525.0 million is allocated 5% to Linden Ltd. and 95% to the limited partners.
All remaining depreciation is allocated 99% to Linden Ltd. During the period
subsequent to the acquisition, Linden Ltd. was allocated 79% of Linden Venture's
net income.

     Under the terms of Camden Venture's partnership agreement, monthly cash
distributions are allocated 1% to Camden GP and 99% to the limited partner up to
a specified cumulative rate of return (approximately $0.4 million per month
through May 2007 and varying amounts thereafter) and the remaining available
cash for the month is allocated 99% to Camden GP and 1% to the limited partner.
Once the limited partner has received its specified rate of return, cash
distributions will be allocated 90% to Camden GP and 10% to the limited partner.
Camden Venture's debt agreements contain covenants which, among other things,
limit Camden Venture's ability to make cash distributions. During the period
subsequent to the acquisition, Camden GP received 79% of Camden Venture's cash
distributions (excluding a $3.3 million distribution associated with the
acquisition to the limited partner). Camden Venture's income before depreciation
is allocated as follows: (i) an amount equal to debt principal payments, 100% to
the limited partner; (ii) an amount equal to and allocated on the same basis as
cash distributed; and (iii) any remainder generally 99% to Camden GP and 1% to
the limited partner. Losses are allocated 100% to Camden GP until its capital
account equals zero, then to the limited partner until its capital account
equals zero, the remainder to Camden GP. Depreciation is allocated 100% to the
limited partner until its capital account equals zero and the remainder to
Camden GP. During the period subsequent to the acquisition Camden GP was
allocated 73% of Camden Venture's net income.

     Under the terms of Bayonne Venture's joint venture agreement, partners are
allocated profits and losses and receive cash distributions based on ownership
percentage. Bayonne Venture's debt agreements contain covenants which, among
other things, limit Bayonne Venture's ability to make cash distributions. The

                                       62
<PAGE>   65
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company is allocated 91.75% of Bayonne Venture's profits and losses and receives
91.75% of all cash distributions.

     Prior to February 4, 1999, planning, operational and financial management
was provided to Bayonne Venture by an affiliate. The affiliate was paid a
management fee equal to 1.5% of Bayonne Venture's gross revenues. Subsequent to
February 4, 1999, Bayonne Venture continues to pay the fee to the McNair
affiliate, however, no services are received. For the period from February 4 to
December 31, 1999, the fee was approximately $1.5 million and is shown as a
reduction of Bayonne revenues.

(4) DEBT AND FINANCING TRANSACTIONS

     Debt at December 31, 1999 consisted of the following (in millions of
dollars):

<TABLE>
<S>                                                           <C>
Long-Term Debt
  Senior Secured Notes......................................  $  830.0
  Enron Subordinated Note...................................     187.9
  Linden Ltd. Term Loan.....................................     195.2
                                                              --------
                                                               1,213.1
  Less current maturities...................................      28.4
                                                              --------
  Long-Term Debt............................................  $1,184.7
                                                              ========
Short-Term Debt
  Senior Subordinated Credit Facility.......................  $   16.0
                                                              ========
</TABLE>

     Aggregate maturities of long-term debt for the next five years are as
follows: 2000 -- $28.4 million; 2001 -- $37.7 million; 2002 -- $52.3 million;
2003 -- $53.0 million; 2004 -- $51.3 million.

  Bridge Loan

     In connection with the acquisition, on February 4, 1999 the Company
borrowed $831.0 million under the terms of the bridge loan agreement. The bridge
loan included a $105.0 million tranche bearing interest at LIBOR plus 0.35% and
a $726.0 million tranche bearing interest at LIBOR plus 1.25%. The applicable
LIBOR rate is the one, three, six or, if commercially available, nine or twelve
month rates as elected by the Company. All amounts outstanding under the bridge
loan were repaid on April 20, 1999 using a portion of the proceeds from the sale
by the Company of $850.0 million of senior secured notes. The repayment resulted
in the release of the pledges and assignments serving the bridge loan.

  Senior Secured Notes

     On April 20, 1999, the Company sold $850.0 million of senior secured notes
(the "Notes") in three tranches as follows: $296.0 million of 6.737% Notes due
2008 (the "2008 Notes"), $236.0 million of 7.066% Notes due 2012 (the "2012
Notes") and $318.0 million of 7.536% Notes due 2017 (the "2017 Notes"). The 2008
Notes bear interest at 6.737% per annum and are repayable in 36 quarterly
installments of varying amounts beginning on June 30, 1999 with the final
payment due March 31, 2008. The 2012 Notes bear interest at 7.066% per annum and
are repayable in 17 quarterly installments of varying amounts beginning on March
31, 2008 with the final payment due March 31, 2012. The 2017 Notes bear interest
at 7.536% per annum and are repayable in 22 quarterly installments of varying
amounts beginning on March 31, 2012 with the final payment due June 30, 2017.
Interest on the Notes is payable quarterly beginning June 30, 1999.

                                       63
<PAGE>   66
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Notes are senior secured obligations which rank senior to all existing
and future subordinated indebtedness; rank pari passu in right of payment with
all existing and future senior secured indebtedness; and are structurally
subordinated to all indebtedness and other liabilities, including trade
payables, of the Company's subsidiaries and to the distribution rights of
minority partners in the Ventures. The Notes are secured by the pledge by the
owners of the Company of their interest in the Company, the pledge by the
Company of its ownership interests in certain of the subsidiaries that own
interests in the facilities and the pledge of Linden Ltd.'s $289.6 million
intercompany subordinated note payable to the Company.

     The Notes may be redeemed at any time at a redemption price that includes a
make-whole premium based on comparable treasury securities plus 50 basis points.
The Notes are mandatorily redeemable at prices specified in the indenture upon
the occurrence of certain events, including certain loss events, power contract
buyouts or change of control. In addition, the terms of the Notes limit the
Company's ability to pay dividends, incur additional indebtedness, make payments
on subordinated debt and make certain other restricted payments. The terms of
the Notes also require the Company to maintain compliance with certain financial
covenants, including funding a debt service reserve account unless it provides
acceptable debt service credit support in the form of an Enron undertaking or an
acceptable letter of credit. Enron has provided the required undertaking, and
the Company is not currently funding the debt service reserve account. The
Company believes it is in compliance with the terms and conditions of the Notes.

     The proceeds from the sale of the Notes and the capital contribution by
JEDI II were used to repay the bridge loan, make a $25.0 million cash
distribution to Enron North America, repay $62.1 million of the principal amount
of the Enron subordinated note and make a $12.0 million purchase price
adjustment payment in connection with the acquisition. The repayment of the
bridge loan resulted in the release of the $25.0 million guaranty on the loan by
CalPERS. The release was deemed to be a distribution to CalPERS.

  Enron Subordinated Note

     In connection with the acquisition, on February 4, 1999 the Company
borrowed $250.0 million under the terms of the Enron subordinated note. On April
20, 1999 the Company repaid $62.1 million of the principal amount of the Enron
subordinated note with a portion of the proceeds from the sale of the Senior
Secured Notes. The prepayment reduced the required principal payments on a pro
rata basis. Amounts outstanding under the Enron subordinated note bear interest
at 9% per annum and interest is payable quarterly. The principal amount is
repayable in 32 installments of varying amounts beginning March 31, 2008, with
the final payment due on December 31, 2015. The Enron subordinated note is
subordinated to the bridge loan and the Senior Secured Notes.

     The Enron subordinated note contains provisions that allow the lender to
assign all or a portion of its interest in the loan to third parties. In the
event of such an assignment the lender may, in consultation with the Company,
adjust the interest rate and term and other terms and provisions of the
agreement, other than the aggregate principal amount of the loan, to achieve an
assignment which is satisfactory to the lender. The Enron subordinated note also
contains provisions that, among other things, may limit the Company's ability to
make distributions to its members. The Company believes it is in compliance with
the terms and conditions of the note.

  Linden Ltd.

     In September 1992, Linden Ltd. entered into a $250.0 million Amended and
Restated Term Loan Agreement (Linden Ltd. Term Loan) with State Street Bank &
Trust Co. which matures in September 2007. At December 31, 1999, $191.7 million
was outstanding under the terms of the agreement, comprised of a fixed rate
portion ($90.6 million), a floating rate portion ($94.6 million) and a working
capital portion ($10.0 million). Under the terms of the agreement, the fixed
rate portion bears interest at 8.80% (an unamortized premium balance of $3.5
million is being amortized using the interest method, resulting in an effective
interest
                                       64
<PAGE>   67
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

rate of approximately 8.06% per annum), the floating rate portion bears interest
at LIBOR plus 1.65% and the working capital portion bears interest at a one
month financial commercial paper rate plus 0.55%. Principal and interest
payments are made quarterly in varying amounts. Borrowings under the agreement
are secured by Linden Ltd.'s interest in Linden Venture. The agreement contains
certain restrictions that limit or prohibit, among other things, the ability of
Linden Ltd. to incur indebtedness, pay distributions, make investments, engage
in transactions with affiliates, create liens, sell assets and engage in
acquisitions, mergers and consolidations. The Company believes it is in
compliance with the terms and conditions of this loan agreement.

  Senior Subordinated Credit Facility

     During December, 1999 the Company entered into a $30.0 million senior
subordinated credit facility with a bank. The facility has an initial maturity
date at June 30, 2000 which is automatically extended to December 29, 2000
provided that the Company satisfies certain terms and conditions. Advances under
the facility bear interest, payable quarterly, at either the base or the
eurodollar rate as elected at the time of borrowing. The base rate is defined as
the greater of the federal funds rate plus  1/2% and the prime rate. A
commitment fee of  1/2% is payable on the unused portion of the facility. At
December 31, 1999 there were base rate advances of $16.0 million outstanding
under the facility.

  Capital Transactions

     On April 20, 1999, in accordance with the terms of the Company's limited
liability agreement, JEDI II made a $80.0 million capital contribution to the
Company.

(5) DERIVATIVE FINANCIAL INSTRUMENTS

     The Company entered into a $600.0 million notional amount interest rate
swap agreement with Enron North America to hedge its exposure to the floating
interest rates of the bridge loan. The agreement was a contract to exchange
fixed and floating interest rate payments periodically over the term of the
bridge loan without the exchange of the underlying notional amount. Differences
paid or received were accrued in the financial statements as part of interest
expense on the underlying debt over the life of the agreement. During the period
ended December 31, 1999 the Company recorded interest expense of $0.5 million in
connection with the interest rate swap. On April 14, 1999 the agreement with
Enron North America was cancelled and the Company received a payment of $8.9
million in connection with the cancellation, included in Interest and Other
Income in the accompanying Statement of Operations.

(6) RELATED PARTY TRANSACTIONS

     Enron North America provides the Company with services such as legal,
finance and human resources. In addition the Company is allocated certain
expenses such as building rent and miscellaneous office services. Management
believes such charges for services and allocations of expenses represent amounts
equivalent to those that could be obtained in the market. During the period
ended December 31, 1999, the amount charged to the Company with respect to such
costs and services totaled $1.4 million.

     The Company's employees participate in a noncontributory defined benefit
retirement plan maintained by Enron and in Enron plans that provide certain
medical, life insurance, dental and other benefits to eligible employees. During
the period ended December 31, 1999 costs with respect to such employee benefit
plans totaled $0.3 million.

     Various commercial lenders have issued letters of credit at the request of
Enron on behalf of the Company. At December 31, 1999 there were letters of
credit in the amount of $27.1 million outstanding.

                                       65
<PAGE>   68
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     At December 31, 1999 amounts due to Enron Corp. and Enron North America,
which are reflected in the consolidated balance sheet as Accounts payable,
affiliates, totaled $3.2 million, including $1.6 million due to Enron North
America with respect to certain items related to the acquisition.

     In connection with the acquisition and at the request of Enron, Bank of
America issued two letters of credit on behalf of the Company: (i) a $22.25
million letter of credit issued to the lenders under the Linden Ltd. term loan
which secures the obligations under that loan; and (ii) a $4.4 million letter of
credit issued to Public Service Electric & Gas Company of New Jersey which
secures certain obligations pursuant to Bayonne Venture's power purchase
agreement.

     During December, 1999, in connection with the Linden Venture expansion
project (see Note 7) the Company entered into an Assignment and Assumption
Agreement (the Agreement) with Enron North America. The Agreement assigned Enron
North America's $31.3 million contract to purchase a turbine from General
Electric Company to the Company. Under the terms of the agreement the Company
paid Enron North America $12.6 million representing the progress payments made.
In addition, the Company paid a fee of $3.2 million to Enron North America for
the Agreement. These amounts are included in Other Assets on the balance sheet
at December 31, 1999. Payment under the purchase contract is due monthly with
final payment due in August 2000. The turbine will be transferred to Linden
Venture upon finalization of the Energy Services Agreement as described in Note
7.

(7) COMMITMENTS AND CONTINGENCIES

     During February 2000, the Company entered into an Energy Services Agreement
(the ESA) with Tosco Refining, L.P., a subsidiary of Tosco Corporation (Tosco),
under which the Company will cause to be constructed, own and operate a 172
megawatt cogeneration facility (the New Facility) to be located on part of the
existing facility's site. In connection with the ESA, the Company also entered
into a ground lease to provide a site for the interconnection of the New
Facility and three additional ground leases with Bayway Refining providing sites
for future development projects. In addition, the ESA contemplates amending the
steam sale agreement between Bayway, a subsidiary of Tosco, and Linden Venture
to increase the minimum amounts of steam Bayway is required to take. The terms
of the ESA provide for a 65 day period following the effective date during which
either party may terminate the ESA without cause. The ESA also provides for
reimbursement of certain expenditures incurred by the Company in connection with
the ESA during the term of the 65 day period provided that certain conditions
are met. The Linden Venture partnership and Linden Ltd. loan agreements
prohibit, without partner and lender consents, Linden Venture from entering into
the ESA, the amendment to the steam sale agreement and the ground leases. It is
the Company's intent to assign the ESA and the ground leases to Linden Venture
upon receipt of necessary partner and lender approvals or upon the
recapitalization of Linden Venture. The New Facility will require a total
capital expenditure of approximately $107 million and is expected to be fully
operational during the last quarter of 2001.

     The McNair Interests have indemnified the Company against any and all
damages, losses, liabilities and expenses with respect to an environmental
lawsuit filed in Louisiana state court against a predecessor entity of MESC.

     There are certain claims and legal actions pending against the Company, its
subsidiaries and its equity investees. While the outcome of such proceedings
cannot be predicted with certainty, management does not expect these matters to
have a material adverse effect on the financial condition or results of
operations of the Company.

                                       66
<PAGE>   69
                            EAST COAST POWER L.L.C.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(8) FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107 "Disclosures About Fair Value of Financial Instruments"
requires the disclosure, to the extent practicable, of the fair value of
financial instruments which are recognized or unrecognized in the balance sheet.
The fair value disclosed herein is not representative of the amount that could
be realized or settled. The following table reflects the fair value of debt at
December 31, 1999 (in millions of dollars):

<TABLE>
<CAPTION>
                                                              CARRYING    FAIR
                                                               AMOUNT    VALUE
                                                              --------   -----
<S>                                                           <C>        <C>
East Coast Power
  Senior Secured Notes......................................   $829.9    $782.5
  Enron Subordinated Note...................................    187.9     187.9
  Subordinated Credit Facility..............................     16.0      16.0
Linden Ltd..................................................    195.3     194.3
</TABLE>

     The fair value of Linden Ltd.'s fixed-rate long-term debt has been
determined based on the differential between the fixed interest rate and
interest rates of long-term treasury securities at the date of the borrowing and
the balance sheet date. The fair value of the Enron subordinated note reflects
certain provisions of the agreement related to the assignment of the note. The
carrying amount of floating rate debt approximates fair value due to the
market-sensitive interest rate on such debt.

     The carrying amount of current assets and liabilities are considered to be
reasonable estimates of their fair values due to their short-term nature.

                                       67
<PAGE>   70

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To East Coast Power L.L.C.:

     We have audited the accompanying combined balance sheet of Cogen Tech Group
(a group of cogeneration investing entities owned by Robert C. McNair and
affiliates) as of December 31, 1998, and the related combined statements of
income, owners' equity and cash flows for the periods ended February 4, 1999,
December 31, 1998 and 1997. These financial statements are the responsibility of
Cogen Tech Group's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Cogen Tech Group as
of December 31, 1998 and the results of their operations and their cash flows
for the periods ended February 4, 1999, December 31, 1998 and 1997, in
conformity with accounting principles generally accepted in the United States.

                                          ARTHUR ANDERSEN LLP

Houston, Texas
December 13, 1999

                                       68
<PAGE>   71

                                COGEN TECH GROUP

                         COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              FOR THE PERIOD
                                                              FROM JANUARY 1,     YEAR ENDED
                                                                  1999 TO        DECEMBER 31,
                                                                FEBRUARY 4,     ---------------
                                                                   1999          1998     1997
                                                              ---------------   ------   ------
                                                                  (IN MILLIONS OF DOLLARS)
<S>                                                           <C>               <C>      <C>
Revenues
  Equity in Earnings of
     Cogen Technologies Linden Venture, L.P.................      $(44.8)       $ 73.3   $ 71.8
     Camden Cogen L.P.......................................       (11.8)         15.0     14.7
     Cogen Technologies NJ Venture..........................         5.2          44.6     17.2
                                                                  ------        ------   ------
                                                                   (51.4)        132.9    103.7
                                                                  ------        ------   ------
Costs and Expenses
  Operating overhead........................................         0.9          21.6     11.6
  General and administrative................................         1.7          20.2     19.9
                                                                  ------        ------   ------
                                                                     2.6          41.8     31.5
                                                                  ------        ------   ------
Income from Operations......................................       (54.0)         91.1     72.2
Other Income (Expense)
  Interest and other income.................................         0.1          12.6     15.5
  Interest expense..........................................        (2.0)        (19.3)   (21.8)
  Allowance for long-term receivable........................          --            --     10.3
                                                                  ------        ------   ------
Income Before Income Taxes..................................       (55.9)         84.4     76.2
  Income taxes..............................................        (1.8)        (13.3)    (4.1)
                                                                  ------        ------   ------
Net Income..................................................      $(57.7)       $ 71.1   $ 72.1
                                                                  ======        ======   ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       69
<PAGE>   72

                                COGEN TECH GROUP

                            COMBINED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                                  1998
                                                              ------------
                                                              (IN MILLIONS
                                                              OF DOLLARS)
<S>                                                           <C>
Current Assets
  Cash and cash equivalents.................................     $ 12.7
  Accounts receivable, affiliate............................        0.2
                                                                 ------
                                                                   12.9
                                                                 ------
Investments in Affiliates
  Cogen Technologies Linden Venture, L.P....................       62.6
  Camden Cogen L.P..........................................       13.9
  Cogen Technologies NJ Venture.............................        8.7
                                                                 ------
                                                                   85.2
                                                                 ------
Other Assets
  Accounts receivable, affiliate............................      149.0
  Other.....................................................        1.7
                                                                 ------
                                                                  150.7
                                                                 ------
                                                                 $248.8
                                                                 ======

                      LIABILITIES AND OWNERS' EQUITY

Current Liabilities
  Current maturities on long-term debt......................     $ 14.5
  Income taxes payable......................................        4.4
  Interest payable..........................................        1.8
                                                                 ------
                                                                   20.7
Long-Term Debt..............................................      203.5
Deferred Income Taxes.......................................        5.8
Commitments and Contingencies (Note 7)
Owners' Equity..............................................       18.8
                                                                 ------
                                                                 $248.8
                                                                 ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       70
<PAGE>   73

                                COGEN TECH GROUP

                       COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                              FOR THE PERIOD
                                                              FROM JANUARY 1,     YEAR ENDED
                                                                  1999 TO        DECEMBER 31,
                                                                FEBRUARY 4,     ---------------
                                                                   1999          1998     1997
                                                              ---------------   ------   ------
                                                                  (IN MILLIONS OF DOLLARS)
<S>                                                           <C>               <C>      <C>
Operating Activities
  Net income................................................      $(57.7)       $ 71.1   $ 72.1
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Equity in earnings of affiliates:
       Cogen Technologies Linden Venture, L.P...............        44.8         (73.3)   (71.8)
       Camden Cogen L.P.....................................        11.8         (15.0)   (14.7)
       Cogen Technologies NJ Venture........................        (5.2)        (44.6)   (17.2)
     Distributions received from affiliates:
       Cogen Technologies Linden Venture, L.P...............        13.4          74.0     75.6
       Camden Cogen L.P.....................................         2.1          15.0      8.6
       Cogen Technologies NJ Venture........................         4.8          39.5     18.1
     Deferred income taxes..................................         0.7           0.3      1.1
     Allowance for long-term receivable.....................          --            --    (10.3)
  Changes in other operating assets and liabilities
     Decrease (increase) in accounts receivable,
       affiliate............................................        (8.4)         (0.2)     5.2
     Decrease (increase) in other current assets............          --           0.1      0.7
     Increase (decrease) in accounts payable, affiliate.....          --         (11.7)    (1.4)
     Increase (decrease) in interest payable................         1.2          (0.2)     0.3
     Increase (decrease) in income taxes payable............        (2.8)          4.3      0.1
     Net change in other assets and liabilities.............        (0.1)          0.1      0.3
                                                                  ------        ------   ------
  Net Cash Provided by Operating Activities.................         4.8          59.4     66.7
                                                                  ------        ------   ------
Investing Activities
  Investment in Cogen Technologies Linden Venture, L.P......       (52.4)           --       --
  Investment in Camden Cogen L.P............................       (17.7)           --       --
  Investment in Cogen Technologies NJ Venture...............          --         (12.5)      --
  Decreases in long-term receivable, affiliate..............          --          68.7     70.0
  Increases in long-term receivable, affiliate..............          --         (56.9)   (62.2)
                                                                  ------        ------   ------
Net Cash Provided by (Used in) Investing Activities.........       (70.1)         (0.7)     7.8
                                                                  ------        ------   ------
Financing Activities
  Principal payments on long-term borrowings................       (12.4)        (12.9)   (16.0)
  Contributions received....................................        82.7            --       --
  Cash distributions........................................          --         (45.7)   (58.3)
                                                                  ------        ------   ------
Net Cash Used in Financing Activities.......................        70.3         (58.6)   (74.3)
                                                                  ------        ------   ------
Net Increase (Decrease) in Cash and Cash Equivalents........         5.0           0.1      0.2
Cash and Cash Equivalents at Beginning of Period............        12.7          12.6     12.4
                                                                  ------        ------   ------
Cash and Cash Equivalents at End of Period..................      $ 17.7        $ 12.7   $ 12.6
                                                                  ======        ======   ======
Cash Payments for
  Income taxes..............................................      $  4.0        $  7.9   $  2.6
                                                                  ======        ======   ======
  Interest..................................................      $  0.8        $ 19.5   $ 21.4
                                                                  ======        ======   ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       71
<PAGE>   74

                                COGEN TECH GROUP

                     COMBINED STATEMENTS OF OWNERS' EQUITY
                            (IN MILLIONS OF DOLLARS)

<TABLE>
<S>                                                           <C>
Balance at December 31, 1996................................   (20.4)
  Net income................................................    72.1
  Distributions.............................................   (58.3)
                                                              ------
Balance at December 31, 1997................................    (6.6)
  Net income................................................    71.1
  Distributions.............................................   (45.7)
                                                              ------
Balance at December 31, 1998................................    18.8
  Contributions.............................................    82.7
  Net loss..................................................   (57.7)
                                                              ------
Balance at February 4, 1999.................................  $ 43.8
                                                              ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       72
<PAGE>   75

                                COGEN TECH GROUP

                     NOTES TO COMBINED FINANCIAL STATEMENTS

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

  Organization and Nature of Operations

     The combined financial statements of the Cogen Tech Group (the "Acquired
Group") includes McNair Energy Services Corporation ("MESC") and its wholly
owned subsidiary Cogen Technologies NJ, Inc., a Delaware corporation ("NJ
Inc."), Cogen Technologies Linden, Ltd. ("Linden Ltd.") and Cogen Technologies
Camden GP Limited Partnership ("Camden GP"). The financial statements of the
Acquired Group are presented on a combined basis since all such entities were
under the common control and management of Robert C. McNair, members of his
immediate family and related trusts (the McNair Interests) for all periods
presented. All material transactions between the combined entities have been
eliminated.

     Linden Ltd. is a Texas limited partnership whose general partner, RCM
Holdings, Inc., is owned 100% by the McNair Interests. Under the terms of Linden
Ltd.'s partnership agreement, RCM Holdings, Inc. is allocated 82% of Linden
Ltd.'s profits and losses and receives 82% of all cash distributions. Linden
Ltd. provides planning, operational and financial management services as
managing general partner of Cogen Technologies Linden Venture, L.P. ("Linden
Venture"), a Delaware limited partnership that owns and operates a 715-megawatt
cogeneration facility in Linden, New Jersey. The allocation of Linden Venture's
income and cash distributions to Linden Ltd. is discussed in Note 3.

     Camden GP is a Delaware limited partnership whose general partner, Cogen
Technologies Camden Inc. ("CTCI") is owned 100% by the McNair Interests. Under
the terms of Camden GP's partnership agreement, Camden Inc. is allocated 82% of
Camden GP's profits and losses and receives 82% of all cash distributions. CTCI
provides planning, operational and financial management services as managing
general partner of Camden Cogen L.P. ("Camden Venture"), a Delaware limited
partnership that owns and operates a 146-megawatt cogeneration facility in
Camden, New Jersey. The allocation of Camden Venture's earnings and cash
distributions to Camden GP is discussed in Note 3.

     MESC is a Texas corporation that is owned approximately 82% by the McNair
Interests and owns 100% of NJ Inc. NJ Inc. provides planning, operational and
financial management services as managing general partner for Cogen Technologies
NJ Venture ("Bayonne Venture"), a New Jersey general partnership that owns and
operates a 176-megawatt cogeneration facility in Bayonne, New Jersey. The
allocation of Bayonne Venture's earnings and cash distributions to NJ Inc. is
discussed in Note 3.

     The Acquired Group's investments in Linden Venture, Camden Venture and
Bayonne Venture are accounted for using the equity method of accounting since
the other partners have substantive participating rights with respect to the
partnerships' operations.

  Cash and Cash Equivalents/Restricted Cash

     All highly liquid short-term investments with original maturities of three
months or less are considered to be cash equivalents. At December 31, 1998, all
of the Acquired Group's cash was held by Linden Ltd., and all such cash was
restricted either to service Linden Ltd.'s debt or, if necessary, to make
working capital loans to Linden Venture.

  Credit Risk

     Financial instruments which potentially subject the Acquired Group to
credit risk consist primarily of cash and accounts receivable. Cash accounts are
held by major financial institutions, and accounts receivable are with related
parties.

                                       73
<PAGE>   76
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

  Income Taxes

     Federal and state income taxes with respect to Linden Ltd. and Camden GP
are not levied at the partnership or corporate levels but rather on the
individual partner or shareholder level. Accordingly, such income taxes have not
been recognized in the combined financial statements for such entities. MESC
accounts for federal and state income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."
Deferred tax assets and liabilities are recognized based on anticipated future
tax consequences attributable to differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases.

  Use of Estimates

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the use of certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities, if any, and
the periods in which certain items of revenue and expense are included. Actual
results may differ from such estimates.

  Earnings Per Share

     Historical earnings per share have been omitted from the combined
statements of income since such information is not meaningful and the
historically combined company is not a separate legal entity with a singular
capital structure.

(2) THE ACQUISITION

     On February 4, 1999, Linden Venture and Camden Venture terminated their
respective management services agreements with Linden Ltd. and Camden GP and
Linden Ltd. and Camden GP terminated their respective management services
agreements with RCM Management Services, L.P. ("RCM Management"). To terminate
such agreements, Linden Ltd. and Camden GP made capital contributions to Linden
Venture and Camden Venture of $46.4 million and $12.8 million, respectively, and
Linden Venture and Camden Venture made one-time payments to Linden Ltd. and
Camden GP of $46.4 million and $12.8 million, respectively. Subsequently, Linden
Ltd. and Camden GP made one-time payments to RCM Management of $46.4 million and
$12.8 million, respectively. These transactions will be reflected in the
financial statements of Linden Ltd., Camden GP, Linden Venture and Camden
Venture in the first quarter of 1999. Such transactions have no effect on the
liquidity or financial condition of such entities since the amounts necessary to
make the payments were provided by contributions from the partners.

     On February 4, 1999, Linden Venture and Camden Venture terminated certain
gas management agreements with an affiliate. To terminate such agreements,
Linden Ltd. and Camden GP made capital contributions of $6.0 million and $1.6
million to Linden Venture and Camden Venture, respectively, and Linden Venture
and Camden Venture made one-time payments to the affiliate of $6.0 million and
$1.6 million, respectively. These transactions will be reflected in the
financial statements of Linden Venture and Camden Venture in the first quarter
of 1999. Such transactions have no effect on the liquidity or financial
condition of such entities since the amounts necessary to make the payments were
provided by contributions from the partners.

     On February 4, 1999, East Coast Power L.L.C. ("East Coast Power") acquired
47.5% of the general and limited partnership interests in Linden Ltd. for $146.6
million in cash and $250.0 million in Enron Corp. common stock. Subsequently on
February 4, Linden Ltd. redeemed the 52.5% of the general and limited
partnership interests not controlled by East Coast Power in return for the
distribution of $289.4 million in cash and a $149.0 million account receivable
from an affiliate. The cash portion of the redemption was paid using

                                       74
<PAGE>   77
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

the proceeds from a $289.4 million loan from Morgan Stanley & Co. Incorporated.
The loan, plus accrued interest of $0.2 million, was repaid on February 5, 1999
using the proceeds from a loan from East Coast Power.

     On February 4, 1999, East Coast Power acquired 100% of the general and
limited partnership interests in Camden GP for $140.0 million in cash.

     On February 4, 1999, Camden GP repaid the outstanding balance under its
term loan agreement ($12.5 million, including prepayment penalties and accrued
interest of $0.3 million). The funds necessary to make the repayments were
provided by contributions from the general and limited partners.

     On February 4, 1999, NJ Inc. was merged with and into MESC. Also on
February 4, MESC redeemed 90% of its outstanding common shares for $216.0
million in Notes (the "MESC Notes"). Subsequently on February 4, Enron North
America Corp. ("Enron North America"), formerly Enron Capital & Trade Resources
Corp., a wholly owned subsidiary of Enron Corp., acquired all of the outstanding
common shares of MESC for $24.0 million in cash. On February 5, MESC was merged
with and into Enron North America and Enron North America contributed its
interest in Bayonne Venture to East Coast Power L.L.C. In addition, East Coast
Power assumed and subsequently retired the $216.0 million of MESC Notes.

(3) INVESTMENTS IN AFFILIATES

     The following table reflects the changes in the Acquired Group's
investments in affiliates (in millions of dollars):

<TABLE>
<CAPTION>
                                                           LINDEN    CAMDEN     BAYONNE
                                                           VENTURE   VENTURE   VENTURE(1)
                                                           -------   -------   ----------
<S>                                                        <C>       <C>       <C>
Balance at December 31, 1996.............................    67.1       7.8        (8.0)
Equity in earnings.......................................    71.8      14.7        17.5
Distributions............................................   (75.6)     (8.6)      (18.1)
Amortization of excess cost..............................      --        --        (0.3)
                                                           ------    ------      ------
Balance at December 31, 1997.............................    63.3      13.9        (8.9)
Investment...............................................      --        --        12.5
Equity in earnings.......................................    73.3      15.0        44.8
Distributions............................................   (74.0)    (15.0)      (39.5)
Amortization of excess cost..............................      --        --        (0.2)
                                                           ------    ------      ------
Balance at December 31, 1998.............................  $ 62.6    $ 13.9      $  8.7
                                                           ======    ======      ======
</TABLE>

---------------

(1) Through December 31, 1997, NJ Inc. received distributions from Bayonne
    Venture that were $11.1 million in excess of its proportionate share of
    Bayonne Venture's partners' capital before distributions. All partners share
    in liquidation rights to the extent of their individual capital accounts;
    accordingly, such excess was classified as a long-term liability in the
    December 31, 1997 balance sheet.

     In July 1998, NJ Inc. purchased an additional 5.25% limited partnership
interest in Bayonne Venture for $12.5 million in cash from an unaffiliated
party. On a pro forma basis, assuming the transaction took place on January 1,
1998, such transaction would have increased the Acquired Group's equity in the
earnings of Bayonne Venture for the year ended December 31, 1998 by $1.5 million
and the Acquired Group's net income for such period by $1.0 million. NJ Inc.'s
cost in excess of its equity in the underlying net assets of Bayonne Venture at
the time of the purchase, $2.6 million, is being amortized over ten years.

                                       75
<PAGE>   78
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents summary balance sheet information for the
Acquired Group's affiliates at December 31, 1998 (in millions of dollars):

<TABLE>
<CAPTION>
                                                LINDEN VENTURE    CAMDEN VENTURE      BAYONNE VENTURE
                                                --------------    --------------      ---------------
<S>                                             <C>               <C>                 <C>
Assets
  Current assets..............................      $ 57.0            $ 18.3               $25.9
  Property, plant and equipment, net..........       413.6             103.1                70.9
  Other assets................................          --                --                 0.2
                                                    ------            ------               -----
                                                    $470.6            $121.4               $97.0
                                                    ======            ======               =====

Liabilities and Partners' Capital
  Current liabilities.........................      $ 23.8            $ 11.8               $12.8
  Long-term debt..............................          --              78.5                64.1
  Other long-term liabilities.................         1.5                --                  --
  Partners' capital...........................       445.3              31.1                20.1
                                                    ------            ------               -----
                                                    $470.6            $121.4               $97.0
                                                    ======            ======               =====
</TABLE>

     The following table presents summary income statement information for the
Acquired Group's affiliates for the years ended December 31, 1998 and 1997 (in
millions of dollars):

<TABLE>
<CAPTION>
                                            LINDEN VENTURE     CAMDEN VENTURE    BAYONNE VENTURE
                                           ----------------    --------------    ---------------
                                            1998      1997     1998     1997      1998     1997
                                           ------    ------    -----    -----    ------    -----
<S>                                        <C>       <C>       <C>      <C>      <C>       <C>
Revenues:
  Electricity............................  $262.8    $283.5    $73.1    $80.2    $112.8    $92.8
  Steam..................................    11.3      15.5       --       --       3.8      3.7
                                           ------    ------    -----    -----    ------    -----
                                            274.1     299.0     73.1     80.2     116.6     96.5
                                           ------    ------    -----    -----    ------    -----
Costs and Expenses:
  Fuel...................................   118.1     138.1     33.3     39.2      38.6     43.2
  Operating & maintenance................    22.0      24.1      6.1      7.5      14.4     14.7
  Depreciation & amortization............    15.4      22.3      3.7      6.9       3.0      6.9
  General & administrative...............    10.1      11.4      2.2      2.6       3.1      2.9
  Taxes, other than income...............     1.6       0.6      0.4      0.6       0.5      0.5
                                           ------    ------    -----    -----    ------    -----
                                            167.2     196.5     45.7     56.8      59.6     68.2
                                           ------    ------    -----    -----    ------    -----
Income from Operations...................   106.9     102.5     27.4     23.4      57.0     28.3
Other Income (Expense) Interest and other
  income.................................     0.8       1.1      0.4      0.4       1.2      0.1
  Interest expense.......................      --        --     (7.4)    (7.7)     (7.7)    (8.1)
                                           ------    ------    -----    -----    ------    -----
Net Income...............................  $107.7    $103.6    $20.4    $16.1    $ 50.5    $20.3
                                           ======    ======    =====    =====    ======    =====
</TABLE>

                                       76
<PAGE>   79
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents statement of cash flows information for the
Acquired Group's affiliates for the years ended December 31, 1998 and 1997 (in
millions of dollars):

<TABLE>
<CAPTION>
                                                 LINDEN VENTURE    CAMDEN VENTURE    BAYONNE VENTURE
                                                 ---------------   ---------------   ---------------
                                                  1998     1997     1998     1997     1998     1997
                                                 ------   ------   ------   ------   ------   ------
<S>                                              <C>      <C>      <C>      <C>      <C>      <C>
Cash provided by operating activities..........  $120.4   $134.4   $24.2    $21.7    $51.2    $26.9
Cash used in investing activities..............    (0.8)    (0.4)   (0.5)    (4.4)    (0.1)      --
Cash used in financing activities..............  (123.7)  (127.6)  (23.9)   (16.7)   (47.2)   (24.0)
                                                 ------   ------   -----    -----    -----    -----
Increase (decrease) in cash and cash
  equivalents..................................  $ (4.1)  $  6.4   $(0.2)   $ 0.6    $ 3.9    $ 2.9
                                                 ======   ======   =====    =====    =====    =====
</TABLE>

     Under the terms of Linden Venture's partnership agreement, monthly cash
distributions are allocated, 1% to Linden Ltd. and 99% to the limited partner up
to a specified rate of return (approximately $3.0 million per month from October
1998 through September 2001 and between $4.3 million and $4.8 million per month
thereafter) ("Tranche 1"), then 99% to Linden Ltd. and 1% to the limited partner
up to a capped amount, which is twice the amount of Tranche 1, and the remainder
90% to Linden Ltd. and 10% to the limited partner. During 1998, 1997 and 1996,
Linden Ltd. received 60%, 59% and 60%, respectively, of Linden Venture's cash
distributions. Linden Venture's income before depreciation is allocated to the
partners on the basis of cash distributed with any excess primarily allocated
99% to Linden Ltd. Losses are allocated 100% to Linden Ltd. until its capital
account equals zero, then to the limited partner until its capital account
equals zero, with any remainder allocated 100% to Linden Ltd. Depreciation up to
$525.0 million is allocated 5% to Linden Ltd. and 95% to the limited partners.
All remaining depreciation is allocated 99% to Linden Ltd. During 1998, 1997 and
1996, Linden Ltd. was allocated 68%, 69% and 72%, respectively, of Linden
Venture's net income.

     Under the terms of Camden Venture's partnership agreement, monthly cash
distributions are allocated 1% to Camden GP and 99% to the limited partner up to
a specified cumulative rate of return (approximately $0.3 million to $0.4
million per month through May 2007 and varying amounts thereafter) and the
remaining available cash for the month is allocated 99% to Camden GP and 1% to
the limited partner. Once the limited partner has received its specified rate of
return, cash distributions will be allocated 90% to Camden GP and 10% to the
limited partner. During 1998, 1997 and 1996, Camden GP received 82%, 74% and
83%, respectively, of Camden Venture's cash distributions. Camden Venture's
income before depreciation is allocated as follows: (i) an amount equal to debt
principal payments, 100% to the limited partner; (ii) an amount equal to and
allocated on the same basis as cash distributed; and (iii) any remainder
generally 99% to Camden GP and 1% to the limited partner. Losses are allocated
100% to Camden GP until its capital account equals zero, then to the limited
partner until its capital account equals zero, the remainder to Camden GP.
Depreciation is allocated 100% to the limited partner until its capital account
equals zero and the remainder to Camden GP. During 1998, 1997 and 1996, Camden
GP was allocated 74%, 91% and 94%, respectively, of Camden Venture's net income.

     Under the terms of Bayonne Venture's joint venture agreement, NJ Inc. is
allocated profits and losses and receives cash distributions based on its
ownership percentage. Through July 1998, NJ Inc. was allocated 86.5% of Bayonne
Venture's profits and losses and received 86.5% of all cash distributions.
Subsequent to the acquisition of an additional 5.25% interest in July 1998, NJ
Inc. has been allocated 91.75% of Bayonne Venture's profits and losses and
received 91.75% of all cash distributions. For the year ended December 31, 1998,
NJ Inc. was allocated 89.0% of Bayonne Venture's profits and losses and received
88.4% of all cash distributions.

                                       77
<PAGE>   80
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(4) LONG-TERM DEBT

     In September 1992, Linden Ltd. entered into a $250.0 million Amended and
Restated Term Loan Agreement with State Street Bank & Trust Co. which matures in
September 2007 and is comprised of a fixed rate portion, a floating rate portion
and a working capital portion. Under the terms of the agreement the fixed rate
portion bears interest at 8.8%, the floating rate portion bears interest at
LIBOR plus 1.65% and the working capital portion bears interest at the one month
financial commercial paper rate (as reported in Federal Statistical Release H.15
(514) or successor publication) plus 0.55%. Borrowings under the agreement are
secured by Linden Ltd.'s partnership interest in Linden Venture. Principal and
interest payments are made quarterly at varying amounts in accordance with the
terms of the agreement. The agreement contains certain restrictions that limit
or prohibit, among other things, the ability to incur indebtedness, make
payments of certain indebtedness, pay distributions, make investments, engage in
transactions with affiliates, create liens, sell assets and engage in
acquisitions, mergers and consolidations.

     In February 1992, Camden GP entered into a $36.5 million Term Loan
Agreement with General Electric Capital Corporation (the "Camden GP Term Loan
Agreement") which matures in May 2010. Borrowings under the agreement, which
totaled $14.8 million, bear interest at the London Interbank Offering Rate
(LIBOR) plus 4.25% and are secured by Camden GP's holdings in Camden Venture.
Principal and interest payments are made quarterly at varying amounts in
accordance with the terms of the agreement.

     At December 31, 1996, NJ Inc. had outstanding $4.4 million under the terms
of a term loan agreement with The Prudential Insurance Company of America. Such
amount was repaid in 1997.

     Long-term debt at December 31, 1998 consisted of the following (in millions
of dollars):

<TABLE>
<CAPTION>
                                                                     1998
                                                              -------------------
                                                              CURRENT   LONG-TERM
                                                              -------   ---------
<S>                                                           <C>       <C>
Linden Ltd.
  Fixed rate................................................   $ 6.7     $ 87.0
  Floating rate.............................................     7.2       94.7
  Working capital...........................................      --       10.0
                                                               -----     ------
                                                                13.9      191.7
                                                               -----     ------
Camden GP...................................................     0.6       11.8
                                                               -----     ------
                                                               $14.5     $203.5
                                                               =====     ======
</TABLE>

     Aggregate total maturities during the next five years are as follows:
1999 -- $14.5 million; 2000 -- $16.2 million; 2001 -- $18.1 million;
2002 -- $20.3 million; and 2003 -- $22.7 million.

(5) RELATED PARTY TRANSACTIONS

     Linden Ltd. has advanced funds to Cogen Technologies Financial Services,
L.P. ("Financial Services"), an investment company which is controlled by the
McNair Interests, which amounted to $149.0 million and $160.8 million at
December 31, 1998 and 1997, respectively. Such amount is classified as a
long-term receivable in the combined balance sheet. The receivable bears
interest at 8.8%, and Linden Ltd. has earned net interest of $11.8 million in
1998 and $14.6 million in 1997.

     Financial Services has used the funds to make advances to other affiliates
for general working capital needs and has invested in treasury Notes, treasury
bills and certain marketable securities. The market value of Financial Services'
investments in marketable securities, which is the only liquid asset the
partnership holds, supports Financial Services' ability to repay the amounts
advanced by Linden Ltd. In those instances when the market value of Financial
Services' marketable securities is below the amount of Linden Ltd.'s receivable,

                                       78
<PAGE>   81
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

creating doubt about the collectibility of the receivable, Linden Ltd. provides
a valuation allowance to reflect the shortfall. To the extent the market value
of the underlying marketable securities recovers, the provision is reversed.
Linden Ltd. recorded provisions (reversal of provisions) with respect to its
receivable from Financial Services of $(10.3 million) in 1997. At December 31,
1998, the cumulative allowance recognized with respect to such receivable was
zero.

     From time to time advances are made between Financial Services and Camden
GP. At December 31, 1998, $0.2 million was payable by Financial Services to
Camden GP. Advances bear interest at 9.3%, and during 1998 and 1997 Camden GP
recorded interest income totaling $0.2 million and $0.6 million, respectively.

     Camden GP provides planning, operational and financial management services
to Camden Venture for a monthly management fee equal to 1.5% of Camden Venture's
gross revenues. Such fees charged to Camden Venture in 1998 and 1997 totaled
$1.1 million and $1.2 million, respectively. Linden Ltd. provides similar
services to Linden Venture for a monthly management fee equal to 1.5% of Linden
Venture's gross revenues. Such fees charged to Linden Venture in 1998 and 1997
totaled $4.2 million and $4.6 million, respectively. RCM Management Services,
L.P. ("RCM Management"), which is controlled by the McNair Interests, provides
planning, operational and financial management services to Camden GP and Linden
Ltd. for a monthly management fee equal to 1.5% of the gross revenues of Camden
Venture and Linden Venture, respectively. Such fees charged were as follows in
1998 and 1997: (i) Camden GP -- $1.1 million and $1.2 million, respectively; and
(ii) Linden Ltd. -- $4.2 million and $4.6 million, respectively.

     Under the terms of an agreement between RCM Management and NJ Inc., RCM
Management provides planning, operational and financial management services
directly to Bayonne Venture for a monthly management fee equal to 1.5% of
Bayonne Venture's gross revenues. Such fees charged to Bayonne Venture totaled
$1.7 million and $1.4 million in 1998 and 1997, respectively. Under the terms of
such agreement, Bayonne Venture has assumed the cost and pays such fee directly
to RCM Management.

     Cogen Technologies Capital Company, L.P. ("Cogen Capital"), in which the
McNair Interests have a 1% general partner and an approximate 81% limited
partner interest, charges Camden GP, Linden Ltd., and NJ Inc. for certain
management, financial and administrative support services. Such fees charged
were as follows in 1998 and 1997: (i) Linden Ltd. -- $28.3 million and $21.2
million, respectively; (ii) Camden GP -- $5.8 million and $4.3 million,
respectively; and (iii) NJ Inc. -- $7.0 million and $5.2 million, respectively.
The costs of such services are accumulated primarily based on employee time
allocations and are charged to specific entities based on electricity generation
capacity. NJ Inc. charged Cogen Capital $5.9 million in 1998 and $2.2 million in
1997 for certain management, financial and administrative support services. The
costs of such services are accumulated primarily based on employee time
allocations.

     See Note 2 with respect to the cancellation of certain agreements with
related parties.

                                       79
<PAGE>   82
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(6) INCOME TAXES

     As explained in Note 1, certain entities in the Acquired Group are
tax-paying entities. Income tax expense for such entities for the years ended
December 31, 1998 and 1997 consisted of (in millions of dollars):

<TABLE>
<CAPTION>
                                                               1998    1997
                                                               -----   ----
<S>                                                            <C>     <C>
Current
  Federal...................................................   $12.0   $2.6
  State.....................................................     1.0    0.4
                                                               -----   ----
                                                                13.0    3.0
                                                               -----   ----
Deferred
  Federal...................................................     0.1    0.3
  State.....................................................     0.2    0.8
                                                               -----   ----
                                                                 0.3    1.1
                                                               -----   ----
          Total.............................................   $13.3   $4.1
                                                               =====   ====
</TABLE>

     Deferred tax liabilities (assets) at December 31, 1998 are composed of the
following differences between financial and tax reporting amounts (in millions
of dollars):

<TABLE>
<CAPTION>
                                                               1998
                                                               ----
<S>                                                            <C>
Deferred income tax liabilities
  Tax depreciation in excess of book depreciation...........   $5.7
  State tax depreciation in excess of book depreciation.....    0.1
                                                               ----
Net deferred income tax liability...........................   $5.8
                                                               ====
</TABLE>

     A reconciliation of income tax expense computed by applying the statutory
federal income tax rate to income before income taxes for the years ended
December 31, 1998 and 1997 is presented in the following table (in millions of
dollars):

<TABLE>
<CAPTION>
                                                              1998    1997
                                                              -----   ----
<S>                                                           <C>     <C>
Federal income taxes at statutory rate......................  $12.5   $3.4
Increase resulting from:
  State income taxes, net of federal effect.................    0.8    0.2
  Other.....................................................     --    0.5
                                                              -----   ----
                                                              $13.3   $4.1
                                                              =====   ====
</TABLE>

(7) COMMITMENTS AND CONTINGENCIES

     Six plaintiffs, individually on behalf of themselves and as representatives
of a class of persons similarly situated, filed an environmental lawsuit in
Louisiana state court against 92 defendants, including McNair Transport, Inc.
(predecessor to MESC). In the lawsuit, plaintiffs allege that defendants caused
environmental contamination at two sites in Iberville Parish, Louisiana.
Plaintiffs, who are alleged to have worked at the sites or resided near the
sites, claim personal injuries, increased risk and fear of future disease, and
property damage. Plaintiffs seek actual and exemplary damages of an unspecified
amount. Defendants removed the case to federal court, and the lawsuit is
currently pending in the United States District Court for the Middle District of
Louisiana. On October 2, 1998, the court denied class certification to the
plaintiffs, and limited discovery on the merits of the case has incurred in
1999. Discovery in the merits is expected to continue in 2000. On October 1,
1999, a substantially identical suit was filed in state court in Louisiana on
behalf of

                                       80
<PAGE>   83
                                COGEN TECH GROUP

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

320 additional plaintiffs. Defendants have removed the case to federal court,
and the suit is now pending in the United States District Court for the Western
District of Louisiana. Defendants have also asked the court to transfer the suit
to the United States District Court for the Middle District of Louisiana, where
it may be consolidated with the original suit. Management is unable at this time
to evaluate the merits of the plaintiffs' claims, if any, or to estimate
potential costs or liability.

     There are certain other claims and legal actions pending against the
Acquired Group and its equity investees. While the outcome of such proceedings
cannot be predicted with certainty, management does not expect these matters to
have a material adverse effect on the financial condition or results of
operations of the Group.

(8) FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107 "Disclosures About Fair Value of Financial Instruments"
requires the disclosure, to the extent practicable, of the fair value of
financial instruments which are recognized or unrecognized in the balance sheet.
The fair value disclosed herein is not representative of the amount that could
be realized or settled, nor does the fair value amount consider tax
consequences, if any, of realization or settlement. The following table reflects
the fair value of long-term debt at December 31, 1998 (in millions of dollars):

<TABLE>
<CAPTION>
                                                                    1998
                                                              -----------------
                                                              CARRYING    FAIR
                                                               AMOUNT    VALUE
                                                              --------   ------
<S>                                                           <C>        <C>
Long-Term Debt
  Camden GP.................................................   $ 12.4    $ 12.4
  Linden Ltd................................................    205.6     229.3
</TABLE>

     The fair value of fixed-rate long-term debt has been determined based on
the differential between the interest rates of long-term treasury securities of
equivalent maturities and the effective interest rates on the debt at the date
of the borrowing plus the interest rates on similar treasury securities at the
balance sheet date. With respect to floating rate debt, the carrying amount
approximates fair value due to the market-sensitive interest rate on such debt.

     The carrying amount of current assets and liabilities are considered to be
reasonable estimates of their fair values due to their short-term nature. The
carrying amount of the long-term receivable from an affiliate is considered to
be a reasonable estimate of fair value since interest is earned at market rates.

                                       81
<PAGE>   84

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To East Coast Power L.L.C.:

     We have audited the accompanying combined balance sheets of Cogen
Technologies New Jersey Operating Partnerships (a group of cogeneration
partnerships in which East Coast Power L.L.C. has an interest) as of December
31, 1999 and 1998, and the related combined statements of income, partners'
capital and cash flows for each of the three years in the period ended December
31, 1999. These financial statements are the responsibility of the partnerships'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Cogen Technologies
New Jersey Operating Partnerships as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States.

                                                     ARTHUR ANDERSEN LLP

Houston, Texas
March 30, 2000

                                       82
<PAGE>   85

              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

                         COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31
                                                              ------------------------
                                                               1999     1998     1997
                                                              ------   ------   ------
                                                              (IN MILLIONS OF DOLLARS)
<S>                                                           <C>      <C>      <C>
Revenues
  Electricity...............................................  $444.8   $448.7   $456.5
  Steam.....................................................    14.0     15.1     19.2
                                                              ------   ------   ------
                                                               458.8    463.8    475.7
                                                              ------   ------   ------
Costs and Expenses
  Fuel......................................................   206.6    190.0    220.5
  Operating and maintenance.................................    39.7     42.5     46.3
  Depreciation and amortization.............................    21.8     22.1     36.1
  General and administrative................................    65.4     15.4     16.9
  Taxes, other than income..................................     2.6      2.5      1.7
                                                              ------   ------   ------
                                                               336.1    272.5    321.5
                                                              ------   ------   ------
Income from Operations......................................   122.7    191.3    154.2
Other Income (Expense)
  Interest and other income.................................     6.4      2.4      1.6
  Interest expense..........................................   (14.1)   (15.1)   (15.8)
                                                              ------   ------   ------
Net Income..................................................  $115.0   $178.6   $140.0
                                                              ======   ======   ======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       83
<PAGE>   86

              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

                            COMBINED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                               ------------------------
                                                                  1999          1998
                                                               ----------    ----------
                                                               (IN MILLIONS OF DOLLARS)
<S>                                                            <C>           <C>
Current Assets
  Cash and cash equivalents.................................    $  48.7       $  39.1
  Accounts receivable (net of allowance for doubtful
     accounts of $1.6 million and $0.3 million in 1999 and
     1998, respectively)....................................       45.4          42.7
  Inventories...............................................       18.5          16.7
  Other current assets......................................        2.3           2.9
                                                                -------       -------
                                                                  114.9         101.4
                                                                -------       -------
Plant and Equipment, at cost................................      827.2         827.6
  Accumulated depreciation..................................     (261.8)       (240.0)
                                                                -------       -------
                                                                  565.4         587.6
                                                                -------       -------
                                                                $ 680.3       $ 689.0
                                                                =======       =======

                           LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities
  Current maturities on long-term debt......................    $  10.4       $  10.4
  Short-term debt...........................................         --           0.9
  Accounts payable..........................................       21.7          20.4
  Accounts payable, affiliate...............................        0.1           0.4
  Interest payable..........................................        1.1           3.1
  Other current liabilities.................................       17.0          13.1
                                                                -------       -------
                                                                   50.3          48.3
Long-Term Debt..............................................      131.6         142.6
Other Long-Term Liabilities.................................        2.6           1.6
Commitments and Contingencies (Note 4)
Partners' Capital...........................................      495.8         496.5
                                                                -------       -------
                                                                $ 680.3       $ 689.0
                                                                =======       =======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       84
<PAGE>   87

              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

                       COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                              ---------------------------
                                                               1999      1998      1997
                                                              -------   -------   -------
                                                               (IN MILLIONS OF DOLLARS)
<S>                                                           <C>       <C>       <C>
Operating Activities
  Net income................................................  $ 115.0   $ 178.6   $ 140.0
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Depreciation and amortization..........................     21.8      22.1      36.1
  Changes in other operating assets and liabilities
     Decrease (increase) in accounts receivable.............     (2.7)      1.9       8.3
     Decrease (increase) in inventories.....................     (1.8)      4.5      (3.8)
     Decrease (increase) in other current assets............      0.6       0.2       0.3
     Increase (decrease) in accounts payable and other
       current liabilities..................................      4.9     (10.8)      3.8
     Increase (decrease) in interest payable................     (2.0)     (0.1)     (0.3)
     Increase (decrease) in other long-term liabilities.....      1.0      (0.6)     (1.4)
                                                              -------   -------   -------
Net Cash Provided by Operating Activities...................    136.8     195.8     183.0
                                                              -------   -------   -------
Investing Activities
  Additions to plant and equipment..........................     (0.9)     (1.4)     (4.8)
  Disposals of property, plant and equipment................      1.3        --        --
                                                              -------   -------   -------
Net Cash Provided by (Used in) Investing Activities.........      0.4      (1.4)     (4.8)
                                                              -------   -------   -------
Financing Activities
  Principal payments on long-term borrowings................    (11.0)     (9.0)     (8.1)
  Borrowings on short-term debt.............................      5.5      36.6      45.0
  Repayments of short-term debt.............................     (6.4)    (35.7)    (45.0)
  Cash contributions from partners..........................     70.1        --        --
  Cash distributions to partners............................   (185.8)   (186.7)   (160.2)
                                                              -------   -------   -------
Net Cash Used in Financing Activities.......................   (127.6)   (194.8)   (168.3)
                                                              -------   -------   -------
Net Increase (Decrease) in Cash and Cash Equivalents........      9.6      (0.4)      9.9
Cash and Cash Equivalents at Beginning of Year..............     39.1      39.5      29.6
                                                              -------   -------   -------
Cash and Cash Equivalents at End of Year....................  $  48.7   $  39.1   $  39.5
                                                              =======   =======   =======
Cash Payments for Interest..................................  $  16.1   $  15.3   $  16.0
                                                              =======   =======   =======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       85
<PAGE>   88

              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

                    COMBINED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>
                                                              GENERAL     LIMITED
                                                              PARTNERS    PARTNERS     TOTAL
                                                              --------    --------    -------
                                                                 (IN MILLIONS OF DOLLARS)
<S>                                                           <C>         <C>         <C>
Balance at January 1, 1997..................................  $  64.4     $ 460.4     $ 524.8
  Net income................................................    104.0        36.0       140.0
  Distributions.............................................   (102.3)      (57.9)     (160.2)
                                                              -------     -------     -------
Balance at December 31, 1997................................     66.1       438.5       504.6
  Net income................................................    133.1        45.5       178.6
  Purchase (sale)of interests...............................      9.9        (9.9)         --
  Distributions.............................................   (128.5)      (58.2)     (186.7)
                                                              -------     -------     -------
Balance at December 31, 1998................................     80.6       415.9       496.5
  Net income................................................     80.6        34.4       115.0
  Contributions.............................................     70.1          --        70.1
  Distributions.............................................   (137.5)      (48.3)     (185.8)
                                                              -------     -------     -------
Balance at December 31, 1999................................  $  93.8     $ 402.0     $ 495.8
                                                              =======     =======     =======
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       86
<PAGE>   89

              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

                     NOTES TO COMBINED FINANCIAL STATEMENTS

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

  Organization and Nature of Operations

     The combined financial statements of the Cogen Technologies New Jersey
Operating Partnerships (the "Operating Partnerships") includes (i) Cogen
Technologies NJ Venture ("Bayonne Venture"); (ii) Camden Cogen L.P. ("Camden
Venture"); and (iii) Cogen Technologies Linden Venture, L.P. ("Linden Venture").
The Operating Partnerships are engaged in the operation of natural gas-fired
cogeneration facilities in the state of New Jersey. The financial statements of
the Operating Partnerships are presented on a combined basis since all such
entities were under common equity ownership and management by general partners
that were under the common control of the McNair Interests (as defined herein)
at December 31, 1998 and under the common control of East Coast Power, L.L.C.
(ECP) at December 31, 1999. ECP is a Delaware limited liability corporation
formed by Joint Energy Development Investments II Limited Partnership (JEDI II),
a Delaware limited partnership in which Enron Corp. (Enron), and the California
Public Employees' Retirement System each own a 50% interest. All material
transactions between the combined entities have been eliminated.

     On February 4, 1999, ECP acquired 100% of the general and limited
partnership interests in Cogen Technologies Camden GP Limited Partnership
("Camden GP"), the managing partner of Camden Venture, and Cogen Technologies
Linden Ltd. ("Linden Ltd."), the managing partner of Linden Venture. Also on
February 4, Enron North America, a wholly owned subsidiary of Enron Corp.,
acquired 91.75% of the partnership interests in Bayonne Venture (including the
interests controlled by the McNair Interests) and contributed such interests to
East Coast Power. East Coast Power subsequently contributed its interest in
Bayonne Venture to JEDI Bayonne GP, L.L.C. ("Bayonne GP"), a limited liability
company in which East Coast Power owns 100% of the membership interests, and
Bayonne GP was named managing partner of Bayonne Venture. In a series of
transactions occurring on February 4, 1999 and August 13, 1999 ECP admitted
Enron North America Corp, a wholly owned subsidiary of Enron and Mesquite
Investors L.L.C. as members.

     Bayonne Venture, a New Jersey general partnership, owns and operates a
176-megawatt cogeneration facility in Bayonne, New Jersey. Cogen Technologies
NJ, Inc. ("NJ Inc."), a Delaware corporation which prior to February 4, 1999 was
owned 100% by McNair Energy Services Corporation ("MESC"), a Texas corporation
that at December 31, 1998 was owned approximately 82% by Robert C. McNair,
members of his immediate family and related trusts (the "McNair Interests"), was
the managing partner of Bayonne Venture and provided planning, operational and
financial management services. Through July 1998, NJ Inc. was allocated 86.5% of
Bayonne Venture's profits and losses and received 86.5% of all cash
distributions. At such time NJ Inc. acquired an additional 5.25% interest in
Bayonne Venture and subsequent to such acquisition NJ Inc. has been allocated
91.75% of Bayonne Venture's profits and losses and has received 91.75% of all
cash distributions. During 1998 NJ Inc. was allocated 89.0% of Bayonne Venture's
profits and losses and received 88.4% of all cash distributions. On February 4,
1999, NJ Inc. was merged with and into MESC and MESC was designated managing
general partner of Bayonne Venture. Subsequently, ECP acquired all of the
outstanding shares of MESC. MESC subsequently assigned its interest in Bayonne
Venture to JEDI Bayonne GP L.L.C., which is controlled by ECP.

     Camden Venture, a Delaware limited partnership, owns and operates a
146-megawatt cogeneration facility in Camden, New Jersey. Cogen Technologies
Camden GP Limited Partnership ("Camden GP"), whose 82% general partner was owned
100% by the McNair Interests prior to February 4, 1999, is the managing partner
of Camden Venture and prior to February 4, 1999 provided planning, operational
and financial management services. On February 4, 1999 Camden Venture terminated
its management services agreement with Camden GP and terminated its gas
management agreement with an affiliate of McNair Interests. To terminate such
agreements Camden GP made a capital contribution to Camden Venture and Camden
Venture paid Camden GP $12.8 million to terminate the management services
agreement and paid

                                       87
<PAGE>   90
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

an affiliate $1.6 million to terminate the gas services agreement. These
one-time payments were allocated 100% to Camden GP's share of Camden Venture's
net income. Under the terms of Camden Venture's partnership agreement, monthly
cash distributions are allocated 99% to the limited partner and 1% to Camden GP
up to a specified cumulative rate of return (approximately $0.3 million to $0.4
million per month through May 2007 and varying amounts thereafter) and the
remaining available cash for the month is allocated 99% to Camden GP and 1% to
the limited partner. Once the limited partner has received its specified rate of
return, cash distributions will be allocated 90% to Camden GP and 10% to the
limited partner. During 1999, 1998 and 1997, Camden GP received $12.5 million,
$15.0 million and $8.6 million, respectively, which represented 80%, (excluding
a $3.3 million special distribution to the limited partner related to the East
Coast Power acquisition), 82% and 74%, respectively, of Camden Venture's cash
distributions. Camden Venture's income before depreciation is allocated as
follows: (i) an amount equal to debt principal payments, 100% to the limited
partner; (ii) an amount equal to and allocated on the same basis as cash
distributed; and (iii) any remainder is generally allocated 99% to Camden GP and
1% to the limited partner. Losses are allocated 100% to Camden GP until its
capital account equals zero and then 100% to the limited partner until its
capital account equals zero and then 100% to Camden GP. Depreciation is
allocated 100% to the limited partner until its capital account equals zero and
then to Camden GP. Excluding the effect of the $14.4 million one-time payments
previously described, which were allocated 100% to Camden GP, during 1999, 1998
and 1997, Camden GP was allocated 72%, 74% and 91%, respectively, of Camden
Venture's net income.

     Linden Venture, a Delaware limited partnership, owns and operates a
715-megawatt cogeneration facility in Linden, New Jersey. Cogen Technologies
Linden, Ltd. ("Linden Ltd."), whose 82% general partner interest prior to
February 4, 1999 was owned 100% by the McNair Interests, is the managing partner
of Linden Venture and prior to February 4, 1999 provided planning, operational
and financial management services. On February 4, 1999 Linden Venture terminated
its management services agreement with Linden Ltd. and terminated its gas
management agreement with an affiliate of McNair Interests. To terminate such
agreements Linden Ltd. made a capital contribution to Linden Venture and Linden
Venture paid Linden Ltd. $46.4 million to terminate the management services
agreement and paid an affiliate $6.0 million to terminate the gas services
agreement. These one-time payments were allocated 100% to Linden Ltd.'s share of
Linden Venture's net income. Under the terms of Linden Venture's partnership
agreement, cash is distributed monthly, 1% to Linden Ltd. and 99% to the limited
partner up to a specified rate of return (approximately $4.3 million per month
through September 1998, approximately $3.0 million per month from October 1998
through September 2001 and between $4.3 million and $4.8 million per month
thereafter) ("Tranche 1"), then 99% to Linden Ltd. and 1% to the limited partner
up to an amount equal to twice the amount of Tranche 1 and the remainder 90% to
Linden Ltd. and 10% to the limited partner. During 1999, 1998 and 1997, Linden
Ltd. received $90.6 million, $74.0 million and $75.6 million, respectively,
which represented 70%, 60% and 59%, respectively, of Linden Venture's cash
distributions. Linden Venture's income before depreciation is allocated to the
Partners on the basis of cash distributed with any excess primarily allocated
99% to Linden Ltd. Losses are allocated 100% to Linden Ltd. until its capital
account equals zero and then to the limited partner until their capital accounts
equal zero with any remainder allocated 100% to Linden Ltd. Depreciation up to
$525.0 million is allocated 5% to Linden Ltd. and 95% to the limited partner.
All remaining depreciation is allocated 99% to Linden Ltd. Excluding the effect
of the $52.4 million one-time payments previously described, which were
allocated 100% to Linden Ltd, during 1999, 1998 and 1997, Linden Ltd. was
allocated 78%, 68% and 69%, respectively, of Linden Venture's net income.

  Cash and Cash Equivalents/Restricted Cash

     All highly liquid short-term investments with original maturities of three
months or less are considered to be cash equivalents. At December 31, 1999 and
1998, $30.7 million and $26.4 million, respectively, of the Operating
Partnerships' cash was held in restricted accounts to comply with the terms and
conditions of certain agreements.

                                       88
<PAGE>   91
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

  Inventories

     Spare parts inventories at December 31, 1999 and 1998 were $11.4 million
and $12.9 million, respectively, and at such dates kerosene and butane
inventories were $7.1 million and $3.8 million, respectively. Inventories are
valued at average cost except for Linden Venture's butane inventory which is
accounted for using the first-in, first-out method.

  Plant and Equipment

     Plant and equipment is stated at cost. Depreciation is computed using the
straight-line method based on an estimated useful life and a 10% salvage value.
Effective January 1, 1998, the Operating Partnerships made certain changes in
the estimates used for the purpose of computing depreciation. The estimated
useful life of the facilities was increased from a range of 20 to 25 years,
which coincided with the primary term of the long-term power purchase agreements
under which the Operating Partnerships sell electricity, to 30 years. In
addition, the Operating Partnerships increased the estimated salvage value of
the facilities from zero to 10%. Such changes were made to recognize the
usefulness of the Facilities beyond the primary term of the power purchase
agreements and the residual value of the Facilities upon the termination of
operations. Such changes in estimates resulted in increases in 1998 operating
and net income of $9.2 million and changes to residual value resulted in
increases in 1998 operating and net income of $5.0 million.

     Plant and equipment at December 31, 1999 and 1998, consist of the following
(in million of dollars):

<TABLE>
<CAPTION>
                                                             ESTIMATED
                                                            USEFUL LIVES        1999      1998
                                                        --------------------   -------   -------
<S>                                                     <C>                    <C>       <C>
Plant and improvements................................  30 years or            $ 820.4   $ 820.8
                                                        remaining plant life
Capital spares........................................  Remaining plant life       5.0       5.0
Furniture and equipment...............................  5 years                    1.8       1.8
                                                                               -------   -------
                                                                                 827.2     827.6
Accumulated depreciation..............................                          (261.8)   (240.0)
                                                                               -------   -------
                                                                               $ 565.4   $ 587.6
                                                                               =======   =======
</TABLE>

     During the first quarter of 1996, the Operating Partnerships adopted
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of."
SFAS No. 121 requires, among other things, that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The application of SFAS No.
121 has had no impact on the Operating Partnerships' financial position or
results of operations.

  Maintenance Costs

     Costs associated with planned outages for major plant overhauls, routine
and unplanned maintenance and repairs are expensed as incurred. During 1999 and
1998 the Operating Partnerships incurred parts and labor expenses of $10,767,000
and $13,402,000, respectively, in connection with planned outages for major
plant overhauls. Such costs are included in operating and maintenance expenses
in the accompanying financial statements. Outages for major plant overhauls are
systematic and are scheduled in advance over the remaining estimated life of the
Facility's and vary in complexity and duration. As a result, the expenses
incurred will vary significantly during the periods.

                                       89
<PAGE>   92
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

  Revenue Recognition

     The Operating Partnerships operate under long-term power purchase
agreements with major utilities. Pursuant to the terms of such agreements, the
utilities pay a price per kilowatt hour for the entire term of the agreement
that generally includes: (i) a constant capacity rate per kilowatt hour; (ii) an
inflation component; and (iii) a fuel cost component. Accordingly, the Operating
Partnerships recognize electricity revenues at the above rates in the periods
the electricity is delivered.

     Steam revenues are recognized as they are earned pursuant to the underlying
sales agreements.

  Deferred Revenues

     Pursuant to the power purchase agreement between Consolidated Edison
Company of New York, Inc. ("ConEd") and Linden Venture, ConEd makes prepayments
to Linden Venture for butane inventory. At December 31, 1999 and 1998 such
prepayments totaled $2.6 million and $1.6 million, respectively, and are
included in Other Long-Term Liabilities in the balance sheet. The butane
inventory is expensed and the revenue is recognized when the butane is consumed.

  Income Taxes

     Income taxes with respect to the Operating Partnerships are not levied at
the partnership level but rather on the individual partners. Accordingly, no
income taxes have been recognized in the combined financial statements. The tax
returns, the qualification of the Operating Partnerships as partnerships for tax
purposes and other issues relating to the Operating Partnerships are subject to
examinations by federal authorities. Such examinations could result in the
disallowance of positions taken by the Operating Partnerships with respect to
their qualification or other matters, and such examinations could affect the tax
liability of the individual partners.

  Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of certain estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities, if any, and the periods in
which certain items of revenue and expense are included. Actual results may
differ from such estimates.

  Reclassifications

     Certain reclassifications have been made to prior year amounts to conform
to the current year presentation. All reclassifications have been applied
consistently for the periods presented.

  Recent Accounting Pronouncements

     The Financial Statement Accounting Standards Board ("FASB") adopted SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," in June
1998. The statement requires that all derivatives be recognized at fair value as
assets or liabilities and that changes in fair value be recorded in earnings or
other comprehensive income. In July 1999, the FASB adopted SFAS No. 137, which
defers the required adoption date of SFAS No. 133 by one year to fiscal years
beginning after June 15, 2000. The Operating Partnership's analysis of the
potential impact of this statement has not been completed.

                                       90
<PAGE>   93
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(2) FINANCING AND DEBT

     Long-term debt at December 31, 1999 and 1998 consisted of the following (in
millions of dollars):

<TABLE>
<CAPTION>
                                                        1999                  1998
                                                 -------------------   -------------------
                                                 CURRENT   LONG-TERM   CURRENT   LONG-TERM
                                                 -------   ---------   -------   ---------
<S>                                              <C>       <C>         <C>       <C>
Bayonne Venture
  Term Loan....................................   $ 3.3     $ 59.8      $ 3.9     $ 64.1
  Equipment Loan...............................     0.4         --        0.4         --
                                                  -----     ------      -----     ------
                                                    3.7       59.8        4.3       64.1
                                                  -----     ------      -----     ------
Camden Venture
  Term loan-Tranche A..........................     5.6       50.8        5.1       56.4
  Term loan-Tranche B..........................     1.1       21.0        1.0       22.1
                                                  -----     ------      -----     ------
                                                    6.7       71.8        6.1       78.5
                                                  -----     ------      -----     ------
                                                  $10.4     $131.6      $10.4     $142.6
                                                  =====     ======      =====     ======
</TABLE>

     Aggregate total maturities during the next five years are as follows:
2000 -- $10.4 million; 2001 -- $12.1 million; 2002 -- $13.3 million;
2003 -- $14.7 million; 2004 -- $16.1 million and thereafter -- $75.4 million.

     Under the terms of a 1987 twenty-year term loan agreement with The
Prudential Insurance Company of America, Bayonne Venture had an outstanding
principal balance of $63.1 million at December 31, 1999. The principal bears
interest at 10.85% per annum, and principal and interest are payable quarterly
through October 2008. All of Bayonne Venture's property, rights and interests
are pledged as collateral under the terms of this agreement.

     Under the terms of a 1986 loan agreement with Bayonne Industries, Inc.
Bayonne Venture had an outstanding balance of $0.4 million at December 31, 1999
(including accrued interest of $0.3 million). The principal balance and accrued
interest is payable upon the execution of a new steam sale agreement. The
principal balance bears interest at the prime rate of First National Bank of
Chicago plus 1%.

     Camden Venture's Tranche A loan with a group of banks bears interest at
rates which increase over the term of the agreement from 1.0% to 1.625% above
the three-month LIBOR rate (1.25% for the period November 3, 1998 to November 1,
2001). Principal and interest are payable quarterly through May 1, 2007. Camden
Venture has entered into an interest rate swap agreement with General Electric
Capital Corporation ("GECC") which fixes the LIBOR rate at 5.945%. The swap
agreement has a notional amount equal at all times to the outstanding principal
balance of the Tranche A loan. The effect of the swap on interest expense for
the years ended December 31, 1999, 1998 and 1997 was to increase such expense by
$0.3 million, $0.2 million and $0.2 million, respectively. The Tranche B loan
with GECC bears interest at 11.4% with principal and interest payable quarterly
through May 1, 2009.

     Under the terms of an agreement between Bayonne Venture and a Bank, the
Bank agreed to lend to Bayonne Venture a principal amount not to exceed $5.0
million on a revolving credit basis with the proceeds to be used to satisfy
short-term working capital requirements. Outstanding principal amounts bear
interest at 0.5% per annum below the Bank's prime rate and Bayonne Venture paid
a commitment fee of 0.25% on the average unused principal amount. At December
31, 1998, $0.9 million was outstanding under the terms of the agreement. In
February 1999, Bayonne Venture repaid all amounts outstanding under the terms of
the agreement and the agreement was terminated. During February 2000 Bayonne
Venture entered into a commitment-letter with the Bank to reinstate the
agreement on terms and conditions substantially equivalent to those previously
provided.

                                       91
<PAGE>   94
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

     During 1999 and 1998, GECC provided a standby letter of credit for Linden
Venture in an amount not to exceed $10.0 million to secure various obligations
with Bayway Refining Company. During 1998, GECC also provided a letter of credit
not to exceed $47.2 million to secure obligations with ConEd. As of December 31,
1999 and 1998, letters of credit in the aggregate of $10.0 million were issued
and outstanding; however, no amounts have been drawn. Linden Venture pays GECC a
monthly fee equal to 3/4 percent of outstanding letter-of-credit amounts. Such
fees were approximately $0.1 million, 0.3 million and $0.7 million during 1999,
1998 and 1997 respectively.

     A bank provides a letter of credit for Bayonne Venture to secure certain
obligations to Public Service Electric & Gas Company ("PSE&G"). As of December
31, 1999 and 1998 letters of credit in the amounts of $4.4 million and $4.6
million, respectively, were outstanding. The letter of credit expires in May
2000.

     GECC provides a letter of credit for Camden Venture to secure certain
obligations under the Tranche A loan. As of December 31, 1999 and 1998 letters
of credit in the amounts of $4.8 million were outstanding. The letter of credit
expires in May 2007.

     The term loan agreements of Camden Venture and Bayonne Venture contain
certain restrictions that limit or prohibit, among other things, the ability to
incur indebtedness, make payments of certain indebtedness, pay distributions,
make investments, engage in transactions with affiliates, create liens, sell
assets and engage in acquisitions, mergers and consolidations.

(3) RELATED PARTY TRANSACTIONS

     Enron North America provides ECP with certain services that are allocated
to the Operating Partnerships. In addition, ECP allocates certain third party
expenses such as legal, consulting and accounting services, insurance, rent and
miscellaneous office services to the Operating Partnerships. Management believes
such charges for services and allocations of expenses represent amounts
equivalent to those that could be obtained in the market. During the year ended
December 31, 1999 the amount charged to the Operating Partnerships with respect
to such costs and services was approximately $3.0 million.

     Prior to February 4, 1999, Camden GP provided planning, operational and
financial management services to Camden Venture for a monthly fee equal to 1.5%
of Camden Venture's gross revenues. Such fees charged to Camden Venture for the
period from January 1, 1999 through February 4, 1999 and for the years ended
December 31, 1998 and 1997 totaled $0.1 million, $1.1 million and $1.2 million,
respectively. Prior to February 4, 1999 Linden Ltd. provided similar services to
Linden Venture for a monthly management fee equal to 1.5% of Linden Venture's
gross revenues. Such fees charged to Linden Venture for the period from January
1, 1999 through February 4, 1999 and for the years ended December 31, 1998 and
1997 totaled $0.4 million, $4.2 million and $4.6 million, respectively. Prior to
February 4, 1999 RCM Management Services, L.P. ("RCM Management"), which is
controlled by the McNair Interests, provided similar services to Bayonne Venture
for a monthly management fee equal to 1.5% of Bayonne Venture's gross revenues.
Such fees charged to Bayonne Venture for the period from January 1, 1999 through
February 4, 1999 and for the years ended December 31, 1998 and 1997 totaled $0.2
million, $1.7 million and $1.4 million, respectively. Subsequent to February 4,
1999, Bayonne Venture continues to pay such fees even though no services are
received. Accordingly, the fee of $1.5 million for the period from February 5,
1999 through December 31, 1999 has been presented as a reduction of revenues.

     Prior to February 4, 1999 Camden Venture and Linden Venture paid a natural
gas management fee of $0.02 per thousand cubic feet of gas purchased to an
affiliate. For the years ended December 31, 1998 and 1997, Camden Venture was
charged $0.2 million and $0.2 million, respectively, and Linden Venture was
charged $0.7 million and $0.7 million, respectively, for such services.

     On February 4, 1999, Linden Venture and Camden Venture terminated their
respective management services agreements with Linden Ltd. and Camden GP. To
terminate such agreements, Linden Ltd. and
                                       92
<PAGE>   95
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Camden GP made capital contributions to Linden Venture and Camden Venture,
respectively, and Linden Venture and Camden Venture made one-time payments to
Linden Ltd. and Camden GP of $46.4 million and $12.8 million, respectively. Also
on February 4, Linden Venture and Camden Venture terminated certain gas
management agreements with an affiliate. To terminate such agreements, Linden
Ltd. and Camden GP made capital contributions to Linden Venture and Camden
Venture, respectively, and Linden Venture and Camden Venture made one-time
payments to the affiliate of $6.0 million and $1.6 million, respectively.

     Prior to February 4, 1999, Cogen Technologies Financial Services, L.P.
("Financial Services") periodically advanced funds to the Operating Partnerships
for working capital purposes. At December 31, 1998 such amount totaled $0.4
million.

     Bayonne Venture purchases natural gas and standby electricity from PSE&G
(an affiliate of one of Bayonne Venture's limited partners). In 1999, 1998 and
1997 such purchases totaled $41.1 million, $38.2 million and $42.2 million,
respectively. In addition, Bayonne Venture pays wheeling charges to PSE&G, and
in 1999, 1998 and 1997 such charges totaled $1.5 million, $1.5 million and $1.4
million, respectively.

     Prior to February 4, 1999, CT Global Insurance, Ltd. ("CT Global"), which
is controlled by the McNair Interests, provided property and general liability
insurance coverage to the Operating Partnerships. During 1998 and 1997, the
Operating Partnerships paid CT Global $0.8 million and $0.7 million,
respectively, for such insurance coverage.

(4) COMMITMENTS AND CONTINGENCIES

  Bayonne Venture

     Bayonne Venture has contracted to sell approximately 76% of its electrical
capacity to Jersey Central Power & Light Company ("JCP&L") pursuant to a 20-year
power purchase agreement which expires in 2008, with a ten-year renewal period
subject to the approval of both parties. The agreement establishes the sales
price of the electricity based on a fixed rate component plus factors for
inflation and JCP&L's cost of natural gas and retail sales prices. The remainder
of Bayonne Venture's output is sold to PSE&G pursuant to a 20-year power
purchase agreement which expires in 2008, with two five-year renewal periods
subject to the approval of both parties. The agreement provides for payments to
Bayonne Venture consisting of a capacity payment plus an energy payment which
includes a fixed component plus factors for inflation and fuel costs.

     Bayonne Venture and PSE&G entered into a revised transmission service and
interconnection agreement (the "Transmission and Interconnection Agreement") on
April 27, 1987, under which PSE&G agreed to design, construct, own and operate a
138 kilovolt underground transmission cable circuit and associated terminal
facilities (jointly the "Interconnection") to connect the Bayonne Facility with
PSE&G's Public Service System at PSE&G's Bayonne Switching Station. The initial
term of the agreement is 20 years. Upon the expiration of the initial term, the
Transmission and Interconnection Agreement shall automatically be extended for a
succeeding term of 10 years, unless either party elects, upon three years'
notice, to terminate the Transmission and Interconnection Agreement at the close
of the initial term.

     NJ Inc. entered into an agreement for the sale of steam and electricity (as
amended, the "IMTT Steam Sale Agreement") with IMTT-Bayonne on June 13, 1985,
which was amended on May 22, 1986. The IMTT Steam Sale Agreement, which was
subsequently assigned by NJ Inc. to Bayonne Venture, provides for the sale to
IMTT- Bayonne of 100% of its steam needs at its tank terminal facility and, at
Bayonne Venture's option, the sale of electricity. Bayonne Venture has no
current plans to offer IMTT-Bayonne electricity under the IMTT Steam Sale
Agreement. The IMTT Steam Sale Agreement has a base term of 10 years, which has
expired, with automatic renewal thereafter for each following year unless either
party elects to terminate the agreement at the end of a renewal year upon 60
days notice. IMTT-Bayonne agrees to purchase from Bayonne Venture all of the
thermal energy requirements of its tank terminal facility up to the deemed
maximum steam

                                       93
<PAGE>   96
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

production of 57,000 lbs/hour according to a pricing formula based on
IMTT-Bayonne's avoided cost of steam.

     Bayonne Venture and Exxon entered into an Agreement for the Sale of Steam
(the "Exxon Steam Sale Agreement") on February 27, 1987, which was amended on
August 21, 1988. Under the terms of the Exxon Steam Sale Agreement, Exxon agreed
to purchase from the Bayonne Facility an average of 50,000 lbs/hour of steam on
an annualized basis. The Exxon Steam Sale Agreement provides for an initial term
of five years (now expired). Thereafter, the Exxon Steam Sale Agreement
continues on a year to year basis unless either party exercises its rights to
terminate as provided in the Exxon Steam Sale Agreement. Beginning in the fifth
year of the agreement, either party is entitled to serve written notice on the
other of its interest to terminate the agreement. The Exxon Steam Sale Agreement
would then terminate one year after the notice or at an earlier date upon which
the parties mutually agree. Exxon used the steam at its adjacent terminal
facility for industrial purposes. Exxon sold its terminal facility in Bayonne to
IMTT-BX on April 1, 1993. As a result, IMTT-BX assumed Exxon's rights and
obligations under the Exxon Steam Sale Agreement and is currently performing
under the agreement.

     Bayonne Venture currently purchases its natural gas requirements from PSE&G
pursuant to the provisions of an agreement with a base term of one year with
automatic renewals subject to termination upon five days notice. Bayonne Venture
will purchase up to a maximum of 3,000 decatherms per hour and up to a maximum
of 17,600,000 decatherms per year. Interruptible service shall be provided under
certain conditions that include PSE&G's continuing ability to provide service
and the Bayonne Facility's continuing status as a Qualifying Facility. The
Bayonne Facility's supply is subject to 100% interruption on eight hours notice.
Bayonne Venture is required to pay a monthly charge per MMBtu of gas equal to
the sum of (i) PSE&G's estimated average commodity cost of gas; (ii) PSE&G's
interstate pipeline commodity charges, (iii) 50% of PSE&G's interstate pipeline
demand charges; and (iv) PSE&G's local distribution charge.

     Bayonne Venture, IMTT-Bayonne and Bayonne Industries, Inc. ("Bayonne
Industries") entered into a ground lease agreement dated as of May 22, 1986 (the
"Bayonne Site Lease") with respect to the Bayonne Facility site within the
IMTT-Bayonne facility (the "Bayonne Site"). The Bayonne Site Lease provides
Bayonne Venture with both a leasehold estate in the Bayonne Site and
non-exclusive easements over other portions of Bayonne Industries' property for
various interconnections to the Bayonne Facility.

     The initial term of the Bayonne Site Lease is 20 years from the date of the
Bayonne Site Lease. The Bayonne Site Lease will automatically renew after
expiration of the initial term, for two succeeding terms, the first for two
years and the second for 10 years, unless Bayonne Venture elects to terminate
the lease. Base rent for the Bayonne Facility is pre-paid for 20 years.

     In June 1997, Bayonne Venture paid a termination fee of $1.2 million, which
is included in operating and maintenance expense in the combined statement of
income, to cancel an operating and maintenance agreement with another company
and signed a new twelve-year operating and maintenance agreement with General
Electric Company ("GE"). The agreement provides for all operating and routine
maintenance of the facility at direct costs plus a minimum fee of $16,000 per
month beginning in August 1998 and the payment of bonuses if certain operating
targets are met. During 1999, 1998 and 1997, Bayonne Venture paid $0.1 million,
$0.2 million and $0.1 million, respectively, in bonuses under the terms of the
agreement with GE.

  Camden Venture

     Camden Venture's electrical capacity is sold to PSE&G pursuant to a 20-year
power purchase agreement which expires in March 2013, with two five-year renewal
periods. The agreement provides for payments to Camden Venture consisting of a
capacity payment plus an energy payment which includes a fixed component plus
factors for inflation and fuel costs. Camden Venture sells steam to Camden
Paperboard Company

                                       94
<PAGE>   97
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

pursuant to a 20-year power purchase agreement which expires in 2010, with two
five-year renewal periods subject to the approval of both parties.

     All of Camden Venture's property, rights, titles and interests are pledged
as collateral to secure the term loan discussed in Note 2 and to secure certain
obligations under the power purchase agreement with PSE&G.

     Camden Venture has a 20-year gas service agreement with PSE&G under the
terms of which PSE&G provides firm transportation for 30,000 MMBtu of natural
gas per day.

     In June 1997 Camden Venture paid a termination fee of $1.4 million, which
is included in operating and maintenance expense in the combined statement of
income, to cancel an operating and maintenance agreement with another company
and signed a new twelve-year operating and maintenance agreement with GE. The
agreement provides for all operating and routine maintenance of the facility at
direct costs plus a minimum fee of approximately $16,000 per month beginning in
August 1998 and the payment of bonuses if certain operating targets are met.
During 1999, 1998 and 1997, Camden Venture paid $0.1 million, $0.2 million and
$0.1 million, respectively, in bonuses under the terms of the agreement with GE.

  Linden Venture

     Linden Venture sells its electrical capacity to ConEd pursuant to a 25-year
power purchase agreement which expires in May 2017, with two five-year renewal
periods subject to the approval of both parties. The agreement establishes a
sales price of the electricity based primarily on capacity, fuel costs and
operating and maintenance costs.

     Linden Venture has a 25-year gas service agreement with PSE&G and
Elizabethtown Gas Company under the terms of which such companies provide firm
transportation for all of Linden Venture's natural gas requirements as well as a
portion of its natural gas supply.

     In June 1997 Linden Venture paid a termination fee of $1.9 million, which
is included in operating and maintenance expense in the combined statement of
income, to cancel an operating and maintenance agreement with another company
and signed a new twelve-year operating and maintenance agreement with GE. The
agreement provides for all operating and routine maintenance of the facility at
direct costs plus a minimum fee of approximately $31,000 per month beginning in
August 1998 and the payment of bonuses if certain operating targets are met.
During 1999, 1998 and 1997, Linden Venture paid $0.3 million, $0.3 million and
$0.1 million, respectively, in bonuses under the terms of the agreement with GE.

     Linden Venture has an agreement to lease the property on which its
facilities are constructed until the year 2017, with an option to extend the
lease until the year 2048. Minimum lease payments for 1999 are approximately
$0.4 million and subsequent annual lease payments will be escalated by the
change in the Consumer Price Index. Lease expense during each of 1999, 1998 and
1997 was $0.4 million.

  Project Development

     During February 2000, ECP entered into an Energy Services Agreement (the
ESA) with Tosco Refining L.P., a subsidiary of Tosco Corporation (Tosco), under
which ECP will cause to be constructed, own and operate a 172 megawatt
cogeneration facility (the New Facility) to be located on part of the existing
facility's site. In connection with the ESA, ECP and Bayway also entered into a
ground lease to provide a site for the interconnection of the New Facility and
three additional ground leases providing sites for future development projects.
In addition, the ESA contemplates amending the steam sale agreement between
Bayway, a subsidiary of Tosco, and Linden Venture to increase the minimum
amounts of steam Bayway is required to take. The terms of the ESA provide for a
65 day period following the effective date during which either party may
terminate the ESA without cause. The ESA also provides for reimbursement of
certain expenditures incurred by ECP in connection with the ESA during the terms
of the 65 day period provided that

                                       95
<PAGE>   98
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

certain conditions are met. The Linden Venture partnership agreement and Linden
Ltd. loan agreements prohibit, without partner and lender consents, Linden
Venture from entering into the ESA, the amendment to the steam sale agreement
and the ground leases. It is ECP's intent to assign the ESA and the ground
leases to Linden Venture upon receipt of necessary partner and lender approvals
or upon the recapitalization of Linden Venture. The New Facility will require a
total capital expenditure of approximately $107 million and is expected to be
fully operational by the last quarter of 2001.

  Other

     In 1997, Linden Venture initiated an arbitration proceeding against Ebasco
Constructors, Inc. and ENSERCH for alleged design deficiencies and warranty
claims with respect to the construction of the Linden Facility. In April 1999,
the proceeding was settled and Linden Venture was relieved of its obligation to
pay certain liabilities and received a cash payment of $1.2 million.

     There are other claims and legal actions pending against the Operating
Partnerships. While the outcome of such proceedings cannot be predicted with
certainty, management does not expect these matters to have a material adverse
effect on the financial condition or results of operations of the Operating
Partnerships.

(5) MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

  Major Customers

     The Operating Partnerships' operating revenues primarily relate to sales to
three customers pursuant to long-term contracts. The following table reflects
customers who accounted for more than 10% of the Operating Partnerships'
revenues in the years ended December 31, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                                                              1999   1998   1997
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
ConEd.......................................................  58%    57%    60%
PSE&G.......................................................  21%    20%    21%
JCP&L.......................................................  18%    20%    15%
</TABLE>

  Concentration of Credit Risk

     Financial instruments which potentially subject the Operating Partnerships
to credit risk consist of cash and accounts receivable. Cash accounts are held
by major financial institutions. Accounts receivable are primarily concentrated
with the three major utilities which purchase the Operating Partnerships'
electricity under long-term agreements. The Operating Partnerships do not
require collateral or other security to support accounts receivable. Accounts
receivable are net of Linden Venture's allowance for doubtful accounts of $1.1
million at December 31, 1999 and are net of Bayonne Venture's allowance for
doubtful accounts of $0.5 million and $0.3 million at December 31, 1999 and
1998, respectively. The Operating Partnerships have no other financial
instruments which subject them to credit risk.

(6) FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107 "Disclosures About Fair Value of Financial Instruments"
requires the disclosure, to the extent practicable, of the fair value of
financial instruments which are recognized or unrecognized in the balance sheet.
The fair value disclosed herein is not representative of the amount that could
be realized or settled, nor does the fair value amount consider tax
consequences, if any, of realization or settlement. The

                                       96
<PAGE>   99
              COGEN TECHNOLOGIES NEW JERSEY OPERATING PARTNERSHIPS

             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

following table reflects the fair value of long-term debt at December 31, 1999
and 1998 (in millions of dollars):

<TABLE>
<CAPTION>
                                                            1999               1998
                                                      ----------------   ----------------
                                                      CARRYING   FAIR    CARRYING   FAIR
                                                       AMOUNT    VALUE    AMOUNT    VALUE
                                                      --------   -----   --------   -----
<S>                                                   <C>        <C>     <C>        <C>
Long-Term Debt
  Camden Venture....................................   $78.5     $78.3    $84.6     $86.0
  Bayonne Venture...................................    63.5      74.0     68.4      85.3
  Interest rate swap................................      --       1.9       --       1.9
</TABLE>

     The fair value of fixed-rate long-term debt has been determined based on
the differential between the interest rates of long-term treasury securities of
equivalent maturities and the effective interest rates on the debt at the date
of the borrowing plus the interest rates on similar treasury securities at the
balance sheet date. With respect to floating rate debt, the carrying amount
approximates fair value due to the market-sensitive interest rate on such debt.

     The fair value of Camden Venture's interest rate swap is the estimated
amount that GECC would pay to terminate the agreement at December 31, 1999,
based on interest rates in effect at that time.

     The carrying amount of current assets and liabilities are considered to be
reasonable estimates of their fair values due to their short-term nature.

                                       97
<PAGE>   100

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

                                       98
<PAGE>   101

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     We are a member managed limited liability company, which means that our
members are responsible for managing our affairs. Under our limited liability
company agreement, our Class A Members have the authority to manage our business
and affairs. Our executive officers and employees, who include former officers
and employees of the entities we acquired in the acquisition, are responsible
for the day-to-day activities of our company.

     Our Class B Members do not have any authority to manage our company.
However, we must have the consent of all Class B Members (or their successors)
to:

     - change our business purpose;

     - change or create obligations of the other members under our debt
       agreements; or

     - cause us to merge or consolidate with another company.

EXECUTIVE OFFICERS OF THE REGISTRANT

     We currently have five officers who are appointed by ECP Holding Company
and may be removed by ECP Holding Company at any time. Our officers are
responsible for the day-to-day management of our affairs, including our general
administrative affairs and the operation and maintenance of the facilities in
accordance with annual budgets approved by ECP Holding Company.

     Robert J. Licato, 36, has served as President and Chief Operating Officer
of our company since February 2000. From April 1999 to January 2000, he served
as Vice President -- Operations and Secretary of our company. From February 1992
to January 1999, he served in various management positions of companies
affiliated with the Acquired Group, most recently as Director of Operations
Support/Projects.

     Clifford D. Evans, Jr., 43, has served as Vice President -- Projects &
Operations Support of our company since February 2000. From February 1999 to
January 2000 he served as the company's Manager -- Environmental Projects. From
March 1991 to February 1999, he served in various management positions with
companies affiliated with the Acquired Group.

     Gary S. Keevill, 42, has served as Vice President -- Marketing &
Development of our company since February 2000. From May 1998 to January 2000,
he served in various management positions of companies affiliated with the
Acquired Group, most recently Director of Development. Prior to May 1998, Mr.
Keevill held positions in operations, marketing, and management with Con Ed.

     Christine K. Lee, 37, has served as Vice President -- Finance Secretary and
Chief Accounting Officer of our company since February 2000. From August 1999 to
January 2000 she served as the company's corporate controller. From September
1997 to August, 1999 Ms. Lee held various management positions with Enron. Prior
to September 1997 she was a senior audit manager with Deloitte & Touche L.L.C.

     Arthur R. Stappenbeck, 60, has served as Vice President -- Operations of
our company since February 2000. From February 1999 to January 2000, he served
as our company's Director of Operations. Prior to February 1999, he served as
the Director of Operations for companies affiliated with the Acquired Group.

                                       99
<PAGE>   102

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table sets forth the annual compensation for our company's
executive officers for the fiscal year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                              ANNUAL COMPENSATION(1)
                                                              ----------------------
NAME AND POSITION                                              SALARY        BONUS
-----------------                                             --------      --------
<S>                                                           <C>           <C>
Ross D. Ain, President - Business Development(2)              $200,000      $475,000(3)
Joseph M. Bollinger, President -Generating(4)                 $200,000      $500,000(5)
Robert J. Licato, Vice President - Operation and Secretary    $160,000(6)   $100,000(6)
</TABLE>

(1) All annual compensation amounts are for the period from February 4, 1999,
    the date we acquired the facilities, to December 31, 1999.

(2) Mr. Ain left the employment of our company in February 2000. All amounts
    paid as compensation to Mr. Ain in the fiscal year ended December 31, 1999
    were provided pursuant to the terms of an employment agreement that expired
    in February 2000.

(3) Includes a signing bonus of $200,000 paid in connection with Mr. Ain's
    employment agreement and a bonus paid in February 2000 a portion of which
    relates to services rendered in 1999.

(4) Mr. Bollinger left the employment of our company in February 2000. All
    amounts paid as compensation to Mr. Bollinger in the fiscal year ended
    December 31, 1999 were provided pursuant to the terms of an employment
    agreement that expired in February 2000.

(5) Includes a signing bonus of $200,000 paid in connection with Mr. Bollinger's
    employment agreement and a bonus paid in February 2000 a portion of which
    relates to services rendered in 1999.

(6) Bonus paid in February 2000 a portion of which relates to services rendered
    in 1999.

     Employment agreements with Mr. Ain and Mr. Bollinger each provided for an
initial term of one year from the closing of our acquisition of the facilities
and for a renewal term of three years following the expiration of the initial
term.

     Pursuant to these agreements, Mr. Ain and Mr. Bollinger each received a
signing bonus of $200,000. During the initial term of their employment
agreements, Mr. Ain and Mr. Bollinger each received a monthly salary of
$16,666.67. They were also entitled to participate, on the same basis generally
as other employees in the same or similar positions, in all general employee
benefit plans and programs that we made available to our employees on or after
the closing of our acquisition of the facilities. The agreements also provided
for a minimum bonus of $275,000 in the case of Mr. Ain and $300,000 in the case
of Mr. Bollinger.

     Mr. Ain's and Mr. Bollinger's agreements were not renewed beyond the
initial term. Mr. Ain and Mr. Bollinger received a single lump-sum payment equal
to the sum of twelve times the monthly salary received during the initial term
plus the amount of the signing bonus in accordance with the terms of their
agreements.

     We have entered into a consulting services agreement with Mr. Bollinger
pursuant to which Mr. Bollinger has agreed to provide consulting services to our
company for a period of 12 months beginning in February 2000. During the first
six months of the term of this agreement, we have agreed to pay Mr. Bollinger
$20,000 per month plus $120 per hour for the first 520 hours of services
provided and $300 per hour for each hour of services provided in excess of 520
hours. During the final six months of the term of the agreement, we have agreed
to pay Mr. Bollinger $5,000 per month plus $240 per hour for the first 260 hours
of services provided and $350 per hour for each hour of services provided in
excess of 260 hours.

                                       100
<PAGE>   103

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

GENERAL

     Our company is a limited liability company organized in Delaware. We have
three members:

     - JEDI II indirectly owns 51% of the Class A membership interests and 1% of
       the Class B membership interests;

     - Mesquite Investors owns 49% of the Class A membership interests and 49%
       of the Class B membership interests; and

     - CalPERS owns 50% of the Class B membership interests.

     In August 1999, Enron transferred its Class B membership interest
(representing 50% of the total Class B membership interests) to ECP Holding
Company. Also in August 1999, ECP Holding Company transferred a 49% Class A
membership interest and a 49% Class B membership interest to Mesquite Investors,
an affiliate of El Paso Energy and DLJ. Our limited liability company agreement
was amended and restated in August 1999 to admit Mesquite Investors as a Class A
and Class B Member.

     Our members are not obligated to make any other contributions to us. All
distributions will be made to the Class A Members until the Class A Members have
received distributions equal to $80.0 million plus specified rates of return.
After the Class A Members have received their preferential distributions, all
distributions will be made 90% to the Class A Members and 10% to the Class B
Members.

JEDI II

     JEDI II was formed in December 1997 to invest in certain projects related
to natural gas, crude oil, coal, electricity and other forms of energy. The
general partner of JEDI II is an indirect wholly owned subsidiary of Enron. The
limited partners of JEDI II are CalPERS and an indirect wholly owned subsidiary
of Enron.

ENRON

     Enron is an integrated natural gas and electricity company with
headquarters in Houston, Texas. Enron conducts its operations through its
subsidiaries and affiliates, which are principally engaged in:

     - the marketing of natural gas, electricity and other commodities and
       related risk management and finance services worldwide;

     - the development, construction and operation of power plants, pipelines
       and other energy related assets worldwide;

     - the transportation of natural gas through pipelines to markets throughout
       the United States;

     - the generation and transmission of electricity to markets in the
       northwestern United States; and

     - the delivery of high bandwidth communication applications throughout the
       United States.

MESQUITE INVESTORS

     Mesquite Investors was formed in July 1999 to invest in energy-related
projects. The members of Mesquite Investors are wholly owned subsidiaries of El
Paso Energy and DLJ.

EL PASO ENERGY

     Headquartered in Houston, Texas, El Paso Energy provides energy solutions
coast-to-coast and worldwide through its five business units. El Paso Energy has
operations in:

     - interstate natural gas transmission;

     - gas gathering and processing;

                                       101
<PAGE>   104

     - international infrastructure development; and

     - energy marketing.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Our company and our subsidiaries may from time to time enter into contracts
or other business relationships with one or more of our members or their
affiliates. For example, we expect that our members will assist us in purchasing
natural gas for our power plants and in arranging for gas transportation
service. Our members may provide backup fuel management, power marketing or
other services to us and our subsidiaries. Our limited liability company
agreement provides that the terms of such transactions be comparable or at least
as favorable to us as the terms of arm's length transactions among unaffiliated
parties and that the terms of the transaction be approved by all Class A
Members. In addition, the indenture provides that we may not, and may not permit
any subsidiary to, enter into any material transaction or arrangement with any
affiliate, whether or not in the ordinary course, that is not on terms and
conditions at least as favorable as would be obtained in a comparable arm's
length transaction with a person or entity other than an affiliate, as
determined in good faith by our managing member.

     Enron North America provides the Company with services such as legal,
finance and human resources. In addition the Company is allocated certain
expenses such as building rent and miscellaneous office services. Management
believes such charges for services and allocations of expenses represent amounts
equivalent to those that could be obtained in the market. During the period
ended December 31, 1999, the amount charged to the Company and its subsidiaries
with respect to such costs and services totaled approximately $1.8 million.

     The Company's employees participate in a noncontributory defined benefit
retirement plan maintained by Enron and in Enron plans that provide certain
medical, life insurance, dental and other benefits to eligible employees. During
the period ended December 31, 1999 costs with respect to such employee benefit
plans totaled $0.3 million.

     Either party may reduce the level of any of the services provided or
terminate the agreement upon 30 days' prior written notice.

     In addition, Enron has provided credit support in the form of an
undertaking which eliminates our obligation to fund a debt service reserve
account, and Enron has also provided several letters of credit for our benefit.
Enron and El Paso Energy have agreed to share in the costs of providing this
credit support, for which we pay Enron and El Paso Energy a fee. In connection
with the acquisition and at the request of Enron, Bank of America issued two
letters of credit on behalf of the Company: (i) a $22.25 million letter of
credit issued to the lenders under the Linden Ltd. term loan which secures the
obligations under that loan; and (ii) a $4.4 million letter of credit issued to
Public Service Electric & Gas Company of New Jersey which secures certain
obligations pursuant to Bayonne Venture's power purchase agreement.

     During December, 1999, in connection with the Linden Venture expansion
project (see Item 1) the Company entered into an Assignment and Assumption
Agreement (the Agreement) with Enron North America. The Agreement assigned Enron
North America's $31.3 million contract to purchase a turbine from General
Electric Company to the Company. Under the terms of the agreement the Company
paid Enron North America $12.6 million representing the progress payments made.
In addition, the Company paid a fee of $3.2 million to Enron North America for
the Agreement. Payment under the purchase contract is due monthly with final
payment due in August 2000. The turbine will be transferred to Linden Venture
upon finalization of the Energy Services Agreement as described in Item 1.

     The Company believes that all of the foregoing arrangements and
transactions are on terms and conditions that are comparable to those that could
be obtained in transactions with unaffiliated parties.

                                       102
<PAGE>   105

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     See "Item 8. Financial Statements and Supplementary Data" for a list of all
financial statements and financial statement schedules included herein.

                                       103
<PAGE>   106

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
          3.1            -- Second Amended and Restated Limited Liability Company
                            Agreement of East Coast Power L.L.C., dated as of August
                            13, 1999 among East Coast Power Holding Company L.L.C.,
                            the California State Public Employees' Retirement System
                            and Mesquite Investors, L.L.C. (incorporated by reference
                            to Exhibit 3.1 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
          4.1            -- Indenture between East Coast Power L.L.C. and The Bank of
                            New York, as trustee, dated as of April 20, 1999
                            (incorporated by reference to Exhibit 4.1 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.3            -- Registration Rights Agreement dated April 14, 1999, among
                            East Coast Power L.L.C., NationsBanc Montgomery
                            Securities LLC, Credit Suisse First Boston Corporation,
                            Lehman Brothers Inc. and SG Cowen Securities Corporation
                            (incorporated by reference to Exhibit 4.3 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.4            -- CalPERS Security Agreement dated as of April 20, 1999,
                            made by California Public Employees' Retirement System,
                            as Grantor, to The Bank of New York, as trustee
                            (incorporated by reference to Exhibit 4.4 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.5            -- Common Security Agreement dated as of April 20, 1999,
                            made by the signatories thereto, as Grantors, to The Bank
                            of New York, as trustee, and to The Bank of New York, as
                            Account Collateral Securities Intermediary (incorporated
                            by reference to Exhibit 4.5 to Registration Statement on
                            Form S-4 (Registration No. 333-81601) of East Coast Power
                            L.L.C., filed on June 25, 1999).
          4.6(a)         -- East Coast Power Holding Company Security Agreement dated
                            as of April 20, 1999, made by East Coast Power Holding
                            Company L.L.C., as Grantor, to The Bank of New York, as
                            trustee (incorporated by reference to Exhibit 4.6 to
                            Registration Statement on Form S-4 (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on June 25,
                            1999).
          4.6(b)         -- First Amendment to East Coast Power Holding Company
                            Security Agreement, dated as of August 13, 1999, made by
                            East Coast Power Holding Company L.L.C., as Grantor, to
                            The Bank of New York, as trustee (incorporated by
                            reference to Exhibit 4.6(b) to Registration Statement on
                            Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
          4.7            -- ECT Merchant Investments Corp. Security Agreement dated
                            as of April 20, 1999, made by ECT Merchant Investments
                            Corp., as Grantor, to The Bank of New York, as trustee
                            (incorporated by reference to Exhibit 4.7 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.8            -- Mesquite Security Agreement, dated as of August 13, 1999,
                            made by Mesquite Investors, L.L.C., as Grantor, to The
                            Bank of New York, as trustee (incorporated by reference
                            to Exhibit 4.8 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
</TABLE>
<PAGE>   107

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.1            -- Transaction Agreement dated as of October 25, 1998, among
                            Enron Corp., Enron Capital & Trade Resources Corp., RCM
                            Holdings, Inc., Cogen Technologies Camden, Inc., Cogen
                            Technologies Capital Company, L.P., Cogen Technologies
                            Limited Partners Joint Venture, the Partners of Cogen
                            Technologies Limited Partners Joint Venture and the
                            Shareholders of McNair Energy Services Corporation
                            (incorporated by reference to Exhibit 10.1 to
                            Registration Statement on Form S-4 (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on June 25,
                            1999).
         10.2            -- Amendment No. 1 dated as of November 6, 1998, to
                            Transaction Agreement dated as of October 25, 1998
                            (incorporated by reference to Exhibit 10.2 to
                            Registration Statement on Form S-4 (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on June 25,
                            1999).
         10.3            -- Amendment No. 2 dated as of November 13, 1998, to
                            Transaction Agreement dated as of October 25, 1998
                            (incorporated by reference to Exhibit 10.3 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.4            -- Amendment No. 3 dated as of February 1, 1999, to
                            Transaction Agreement dated as of October 25, 1998
                            (incorporated by reference to Exhibit 10.4 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.5            -- Corporate Services Agreement effective as of February 5,
                            1999, between East Coast Power L.L.C. and Enron Capital &
                            Trade Resources Corp. (incorporated by reference to
                            Exhibit 10.5 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.6            -- Amended and Restated Credit Support Agreement dated as of
                            August 13, 1999, among East Coast Power L.L.C., Enron
                            Corp. and the Lenders (incorporated by reference to
                            Exhibit 10.6 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.7(a)         -- Promissory Note, dated as of August 13, 1999, by East
                            Coast Power L.L.C. in favor of Enron Corp. (incorporated
                            by reference to Exhibit 10.7(a) to Registration Statement
                            on Form S-4/A (Registration No. 333-81601) of East Coast
                            Power L.L.C., filed on October 15, 1999).
         10.7(b)         -- Promissory Note, dated as of August 13, 1999, by East
                            Coast Power L.L.C. in favor of El Paso Energy Corp.
                            (incorporated by reference to Exhibit 10.7(b) to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.8(a)         -- Power Purchase Agreement dated as of April 14, 1989, by
                            and between Consolidated Edison Company of New York, Inc.
                            and Cogen Technologies, Inc. (n/k/a RCM Holdings, Inc.)
                            (incorporated by reference to Exhibit 10.1 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
            (b)          -- Assignment of Power Purchase Agreement dated as of July
                            21, 1989, by Cogen Technologies, Inc. to Cogen
                            Technologies Linden, Ltd. with the consent of
                            Consolidated Edison Company of New York, Inc. on August
                            3, 1989 (incorporated by reference to Exhibit 10.8(b) to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
</TABLE>
<PAGE>   108

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
            (c)          -- Assignment of Power Purchase Agreement dated as of
                            December 22, 1989, by Cogen Technologies Linden, Ltd. to
                            Cogen Technologies Linden Venture, L.P. with the consent
                            of Consolidated Edison Company of New York, Inc. on
                            December 22, 1989 (incorporated by reference to Exhibit
                            10.8(c) to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.9            -- First Amendment dated September 17, 1990 to Power
                            Purchase Agreement dated April 14, 1989 between
                            Consolidated Edison Company of New York, Inc. and Cogen
                            Technologies Linden Venture, L.P. (incorporated by
                            reference to Exhibit 10.2 to Registration Statement on
                            Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.10           -- Second Amendment dated December 22, 1993 to Power
                            Purchase Agreement dated April 14, 1989 between
                            Consolidated Edison Company of New York, Inc. and Cogen
                            Technologies Linden Venture, L.P. (incorporated by
                            reference to Exhibit 10.3 to Registration Statement on
                            Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.11           -- Gas Service Agreement by and among Cogen Technologies
                            Linden Venture, L.P., Public Service Electric and Gas
                            Company and Elizabethtown Gas Company dated July 13, 1990
                            (incorporated by reference to Exhibit 10.4 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            25, 1998).
         10.12           -- Agreement between Cogen Technologies Linden Venture, L.P.
                            and Exxon Corporation for the Sale of Steam dated August
                            1, 1990, as amended and restated by agreement by and
                            between Cogen Technologies Linden Venture, L.P. and
                            Infineum USA L.P. dated as of January 1, 1999
                            (incorporated by reference to Exhibit 10.12 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.13           -- Agreement between Cogen Technologies Linden Venture, L.P.
                            and Bayway Refining Company for the Sale of Steam
                            effective as of April 8, 1993 (incorporated by reference
                            to Exhibit 10.13 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed October 15, 1999).
         10.14           -- Backup Fuel Storage and Supply Agreement between Cogen
                            Technologies Linden Venture, L.P. and Exxon Corporation
                            dated October 4, 1991 (incorporated by reference to
                            Exhibit 10.6 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.15(a)        -- Ground Lease Agreement dated as of August 1, 1990, by and
                            between Cogen Technologies Linden Venture, L.P. and Exxon
                            Corporation (incorporated by reference to Exhibit 10.7 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
            (b)          -- Amendment of Ground Lease Agreement by Letter Agreement
                            dated as of September 27, 1991, by Exxon Corporation,
                            agreed to by Cogen Technologies Linden Venture, L.P. and
                            consented to by General Electric Power Funding
                            Corporation (incorporated by reference to Exhibit
                            10.15(b) to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
            (c)          -- Amendment to Ground Lease Agreement dated as of July 31,
                            1992, by and between Cogen Technologies Linden Venture,
                            L.P. and Exxon Corporation (incorporated by reference to
                            Exhibit 10.15(c) to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
</TABLE>
<PAGE>   109

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
            (d)          -- Assignment of Cogen Lease dated as of April 8, 1993, by
                            and between Exxon Corporation and Bayway Refining Company
                            (as confirmed by Confirmation of Assignment of Cogen
                            Lease dated as of April 8, 1993, by and between Exxon
                            Corporation and Bayway Refining Company) (incorporated by
                            reference to Exhibit 10.15(d) to Registration Statement
                            on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
            (e)          -- Second Amendment to Ground Lease Agreement dated as of
                            April 13, 1994, by and between Bayway Refining Company
                            and Cogen Technologies Linden Venture, L.P. (incorporated
                            by reference to Exhibit 10.15(e) to Registration
                            Statement on Form S-4/A (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on October 15, 1999).
         10.16           -- Operation and Maintenance Agreement by and between Cogen
                            Technologies Linden Venture, L.P. and General Electric
                            Company dated June 6, 1997 (incorporated by reference to
                            Exhibit 10.8 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.17           -- Amended and Restated Term Loan Agreement, dated as of
                            September 15, 1992, between Cogen Technologies Linden,
                            Ltd. and State Street Bank and Trust Company of
                            Connecticut, National Association, as trustee
                            (incorporated by reference to Exhibit 10.9 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.18           -- First Amendment, dated April 30, 1993, to the Amended and
                            Restated Term Loan Agreement, dated as of September 15,
                            1992, between Cogen Technologies Linden, Ltd. and State
                            Street Bank and Trust Company of Connecticut, National
                            Association, as trustee (incorporated by reference to
                            Exhibit 10.10 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.19           -- Second Amendment, dated as of February 4, 1999, to the
                            Amended and Restated Term Loan Agreement, dated as of
                            September 15, 1992, between Cogen Technologies Linden,
                            Ltd. and State Street Bank and Trust Company of
                            Connecticut, National Association, as Trustee
                            (incorporated by reference to Exhibit 10.19 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.20           -- Amended and Restated Agreement of Limited Partnership of
                            Cogen Technologies Linden Venture, L.P., dated as of
                            September 15, 1992 (incorporated by reference to Exhibit
                            10.11 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.21           -- First Amendment, dated April 30, 1993, to the Amended and
                            Restated Agreement of Limited Partnership of Cogen
                            Technologies Linden Venture, L.P., dated as of September
                            15, 1992 (incorporated by reference to Exhibit 10.12 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.22           -- Second Amendment, dated as of February 4, 1999, of the
                            Amended and Restated Agreement of Limited Partnership of
                            Cogen Technologies Linden Venture, L.P., dated as of
                            September 15, 1992 (incorporated by reference to Exhibit
                            10.22 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.23           -- Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd., effective as of June 28, 1989 (incorporated
                            by reference to Exhibit 10.13 to Registration Statement
                            on Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
</TABLE>
<PAGE>   110

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.24           -- First Amendment, dated as of February 14, 1990, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd. (incorporated by reference to Exhibit 10.14
                            to Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.25           -- Second Amendment, dated as of July 31, 1990, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd. (incorporated by reference to Exhibit 10.15
                            to Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.26           -- Third Amendment, dated as of February 4, 1999, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd. (incorporated by reference to Exhibit 10.26
                            to Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.27           -- Redemption and Conversion of Partnership Interests and
                            Fourth Amendment to the Agreement of Limited Partnership
                            of Cogen Technologies Linden, Ltd., dated as of February
                            4, 1999 (incorporated by reference to Exhibit 10.27 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.28           -- Easement Agreement dated June 21, 1991 among Cogen
                            Technologies Linden Venture, L.P., Texas Eastern
                            Cryogenics, Inc., Texas Eastern Transmission Corporation
                            and Houston Center Corporation and Assignment and
                            Conveyance dated December 22, 1993 (incorporated by
                            reference to Exhibit 10.16 to Registration Statement on
                            Form S-1/A (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on August 14, 1998).
         10.29           -- Easement Crossing Agreement dated as of December 17,
                            1990, by and between Coastal Pipeline Company and Cogen
                            Technologies Linden Venture, L.P., assigned to
                            Consolidated Edison Company of New York, Inc. pursuant to
                            the Assignment and Conveyance Agreement dated as of
                            December 22, 1993, by and between Cogen Technologies
                            Linden Venture, L.P. and Consolidated Edison Company of
                            New York, Inc. (incorporated by reference to Exhibit
                            10.29 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.30           -- Letter Agreement dated June 12, 1991 between Cogen
                            Technologies Linden Venture, L.P. and Colonial Pipeline
                            Company (incorporated by reference to Exhibit 10.30 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.31           -- Indenture dated as of May 9, 1991 between the People of
                            the State of New York, acting by their Commissioner of
                            the Office of General Services and Cogen Technologies
                            Linden Venture, L.P. (incorporated by reference to
                            Exhibit 10.31 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.32           -- Amended and Restated Security Deposit Agreement and
                            Escrow Agreement dated as of September 17, 1992 among
                            Cogen Technologies Linden Venture, L.P., Cogen
                            Technologies Linden, Ltd., State Street Bank and Trust
                            Company of Connecticut as Limited Partner and as Lender
                            and Midatlantic National Bank, as amended by Amendment
                            dated April 30, 1993 (incorporated by reference to
                            Exhibit 10.17 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
</TABLE>
<PAGE>   111

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.33           -- Assignment and Security agreement dated February 15, 1990
                            between Cogen Technologies Linden, Ltd. and General
                            Electric Power Funding Corporation and Assignment
                            Agreement, dated as of September 15, 1992, among General
                            Electric Power Funding Corporation, State Street Bank and
                            Trust Company or Connecticut, National Association, as
                            trustee, and Cogen Technologies Linden, Ltd.
                            (incorporated by reference to Exhibit 10.19 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.34           -- Collateral Agency Agreement dated as of February 15, 1990
                            between Cogen Technologies Linden, Ltd. and General
                            Electric Power Funding Corporation and Assignment
                            Agreement, dated as of September 15, 1992, among General
                            Electric Power Funding Corporation, State Street Bank and
                            Trust Company or Connecticut, National Association, as
                            trustee, and Cogen Technologies Linden, Ltd.
                            (incorporated by reference to Exhibit 10.20 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.35           -- Letter of Credit and Reimbursement Agreement dated as of
                            September 17, 1992 between Cogen Technologies Linden
                            Venture, L.P. and General Electric Capital Corporation
                            (incorporated by reference to Exhibit 10.27 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.36           -- Power Purchase and Interconnection Agreement, dated April
                            15, 1988, between Public Service Electric and Gas Company
                            and Camden Cogen, L.P. (incorporated by reference to
                            Exhibit 10.30 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.37           -- First Amendment, dated June 12, 1990, to the Power
                            Purchase and Interconnection Agreement, dated April 15,
                            1988, between Public Service Electric and Gas Company and
                            Camden Cogen, L.P. (incorporated by reference to Exhibit
                            10.31 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.38           -- Second Amendment, dated August 21, 1990, to the Power
                            Purchase and Interconnection Agreement, dated April 15,
                            1988, between Public Service Electric and Gas Company and
                            Camden Cogen, L.P. (incorporated by reference to Exhibit
                            10.32 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.39           -- Gas Service Agreement, dated May 15, 1991, between Camden
                            Cogen L.P. and Public Service Electric and Gas Company
                            (incorporated by reference to Exhibit 10.33 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            25, 1998).
         10.40           -- First Amendment, dated November 1, 1991, to the Gas
                            Service Agreement dated May 15, 1991 between Camden Cogen
                            L.P. and Public Service Electric and Gas Company
                            (incorporated by reference to Exhibit 10.34 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.41(a)        -- Energy Purchase Agreement, dated December 18, 1989,
                            between Camden Cogen, L.P. and Camden Paperboard
                            Corporation (incorporated by reference to Exhibit 10.35
                            to Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
</TABLE>
<PAGE>   112

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
            (b)          -- First Amendment dated as of March 5, 1992, to Energy
                            Purchase Agreement dated December 18, 1989 (incorporated
                            by reference to Exhibit 10.41(b) to Registration
                            Statement on Form S-4/A (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on October 15, 1999).
         10.42           -- Amendment and Restatement dated as of April 1, 1993 of
                            the Construction and Term Loan Agreement dated as of
                            February 4, 1992 among Camden Cogen, L.P., the lenders
                            from time to time parties to the Agreement, and General
                            Electric Capital Corporation (incorporated by reference
                            to Exhibit 10.36 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.43           -- Amendment No. 1 dated as of December 22, 1993, by and
                            among Camden Cogen L.P., the lenders from time to time
                            parties to the Agreement, The Bank of Tokyo Trust
                            Company, The Toronto-Dominion Bank Trust Company and
                            General Electric Capital Corporation, to the Amendment
                            and Restatement dated as of April 1, 1993 of the
                            Construction and Term Loan Agreement dated as of February
                            4, 1992 among Camden Cogen L.P. and General Electric
                            Capital Corporation (incorporated by reference to Exhibit
                            10.37 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.44           -- Amendment No. 2 dated as of July 31, 1998, by and among
                            Camden Cogen L.P., The Bank of Tokyo-Mitsubishi Trust
                            Company (f/k/a The Bank of Tokyo Trust Company),
                            Commerzbank AG, New York Branch, Commerzbank AG, Atlanta
                            Agency, The Fuji Bank Limited, Credit Lyonnais, New York
                            Branch and General Electric Capital Corporation, to the
                            Amendment and Restatement dated as of April 1, 1993 of
                            the Construction and Term Loan Agreement dated as of
                            February 4, 1992 among Camden Cogen L.P. and General
                            Electric Capital Corporation (incorporated by reference
                            to Exhibit 10.44 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.45           -- Amendment No. 3 dated as of February 4, 1999, by and
                            among Camden Cogen L.P., the Tranche A Lenders and
                            Tranche B Lenders, The Bank of Tokyo-Mitsubishi Trust
                            Company (f/k/a The Bank of Tokyo Trust Company),
                            Commerzbank AG, New York Branch, and General Electric
                            Capital Corporation, to the Amendment and Restatement
                            dated as of April 1, 1993 of the Construction and Term
                            Loan Agreement dated as of February 4, 1992 among Camden
                            Cogen L.P. and General Electric Capital Corporation
                            (incorporated by reference to Exhibit 10.45 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.46           -- Agreement of Limited Partnership of Cogen Technologies
                            Camden GP Limited Partnership, dated as of July 26, 1991
                            (incorporated by reference to Exhibit 10.40 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.47           -- First Amendment, dated December 1, 1991, to the Agreement
                            of Limited Partnership of Cogen Technologies Camden GP
                            Limited Partnership, dated as of July 26, 1991
                            (incorporated by reference to Exhibit 10.41 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.48           -- Second Amendment, dated as of February 4, 1999, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Camden GP Limited Partnership, dated as of July 26, 1991
                            (incorporated by reference to Exhibit 10.48 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
</TABLE>
<PAGE>   113

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.49           -- Amended and Restated Agreement of Limited Partnership of
                            Camden Cogen L.P., dated as of February 9, 1993
                            (incorporated by reference to Exhibit 10.42 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.50           -- Amendment No. 1 dated as of April 1, 1993 to the Amended
                            and Restated Agreement of Limited Partnership of Camden
                            Cogen L.P., dated as of February 9, 1993 (incorporated by
                            reference to Exhibit 10.43 to Registration Statement on
                            Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.51           -- Amendment No. 2 dated as of December 22, 1993 to the
                            Amended and Restated Agreement of Limited Partnership of
                            Camden Cogen L.P., dated as of February 9, 1993
                            (incorporated by reference to Exhibit 10.44 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.52           -- Amendment No. 3 dated as of February 4, 1999, to the
                            Agreement of Limited Partnership of Camden Cogen L.P.,
                            dated as of February 9, 1993 (incorporated by reference
                            to Exhibit 10.52 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.53           -- Operation and Maintenance Agreement by and between Camden
                            Cogen L.P. and General Electric Company dated June 6,
                            1997 (incorporated by reference to Exhibit 10.45 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.54(a)        -- Mortgage dated February 4, 1992 between General Electric
                            Capital Corporation and Camden Cogen L.P., as amended by
                            First Amendment to Mortgage dated April 19, 1993 and
                            Assignment of Mortgage dated December 22, 1993
                            (incorporated by reference to Exhibit 10.46 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
              (b)        -- Assignment of Mortgage by Toronto Dominion (Texas), Inc.
                            to Commerzbank AG, New York Branch, dated as of July 31,
                            1998 (incorporated by reference to Exhibit 10.54(b) to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            November 19, 1999).
         10.55           -- Second Amended and Restated Security Deposit Agreement
                            dated December 22, 1993 among Bank of Tokyo Trust
                            Company, Toronto-Dominion Bank Trust Company, Camden
                            Cogen L.P., General Electric Capital Corporation and
                            Cogen Technologies Camden GP Limited Partnership and
                            Successor Security Deposit Agreement dated December 22,
                            1993 (incorporated by reference to Exhibit 10.47 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.56           -- Amendment No. 1, dated as of July 31, 1998, by and among
                            Camden Cogen L.P., Toronto Dominion (Texas), Inc.(f/k/a
                            The Toronto-Dominion Bank Trust Company), The
                            Toronto-Dominion Bank, General Electric Capital
                            Corporation, Cogen Technologies Camden GP Limited
                            Partnership, The Bank of Tokyo-Mitsubishi Trust Company
                            (f/k/a The Bank of Tokyo Trust Company), Commerzbank AG,
                            New York Branch, Commerzbank AG, Atlanta Agency, The Fuji
                            Bank Limited and Credit Lyonnais, New York Branch, to the
                            Second Amended and Restated Security Deposit Agreement
                            dated as of December 22, 1993 (incorporated by reference
                            to Exhibit 10.56 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
</TABLE>
<PAGE>   114

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.57           -- Second Successor Security Deposit Agent Agreement dated
                            as of July 31, 1998, by and among Commerzbank AG, New
                            York Branch, Commerzbank AG, Atlanta Agency, The Bank of
                            Tokyo- Mitsubishi Trust Company (f/k/a The Bank of Tokyo
                            Trust Company), Camden Cogen L.P., Cogen Technologies
                            Camden GP Limited Partnership, The Fuji Bank Limited,
                            Credit Lyonnais, New York Branch, Toronto Dominion
                            (Texas), Inc. (f/k/a The Toronto-Dominion Bank Trust
                            Company), The Toronto-Dominion Bank and General Electric
                            Capital Corporation (superseding Successor Security
                            Deposit Agent Agreement dated as of December 22, 1993, by
                            and among The Toronto-Dominion Bank Trust Company, Cogen
                            Technologies Camden GP Limited Partnership, General
                            Electric Capital Corporation, Camden Cogen L.P.,
                            Midatlantic National Bank, The Bank of Tokyo Trust
                            Company and The Toronto-Dominion Bank) (incorporated by
                            reference to Exhibit 10.57 to Registration Statement on
                            Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.58           -- Second Successor Agency Agreement dated as of July 31,
                            1998, by and among Commerzbank AG, New York Branch,
                            Commerzbank AG, Atlanta Agency, The Bank of
                            Tokyo-Mitsubishi Trust Company, General Electric Capital
                            Corporation, Toronto Dominion (Texas), Inc., The Fuji
                            Bank Limited, Credit Lyonnais, New York Branch, The
                            Toronto-Dominion Bank and consented to by Camden Cogen
                            L.P. (incorporated by reference to Exhibit 10.58 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.59           -- Security Agreement dated as of February 4, 1992, between
                            General Electric Capital Corporation and Camden Cogen
                            L.P., as amended by Amendment No. 1 dated April 1, 1993
                            and Amendment No. 2 dated December 22, 1993 (incorporated
                            by reference to Exhibit 10.48 to Registration Statement
                            on Form S-1/A (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on August 14, 1998).
         10.60           -- Pledge and Security Agreement dated as of February 4,
                            1992, between General Electric Capital Corporation and
                            Cogen Technologies Camden Inc., as amended by Amendment
                            No. 1 dated April 1, 1993 and Amendment No. 2 dated
                            December 22, 1993 (incorporated by reference to Exhibit
                            10.49 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.61           -- Mortgage from Camden Cogen L.P., Mortgagor, to General
                            Electric Power Funding Corporation, Mortgagee, dated as
                            of February 4, 1992 (incorporated by reference to Exhibit
                            10.50 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.62           -- Second Mortgage from Camden Cogen L.P., Mortgagor, to
                            Public Service Electric and Gas Company, Mortgagee, dated
                            as of February 4, 1992 (incorporated by reference to
                            Exhibit 10.51 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.63           -- Interest Rate and Currency Exchange Agreement dated April
                            1, 1993 between General Electric Capital Corporation and
                            Camden Cogen L.P., as amended by Amendment No. 1 dated as
                            of December 22, 1993 and Confirmation Letter dated April
                            1, 1993 and Amendment No. 1 dated December 22, 1993
                            (incorporated by reference to Exhibit 10.52 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
</TABLE>
<PAGE>   115

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.64           -- Agreement for the Sale of Steam and Electricity dated
                            June 13, 1985 between IMTT-Bayonne and Cogen Technologies
                            NJ, Inc., as amended by Amendment dated May 22, 1986 and
                            Consent to Assignment dated December 15, 1988
                            (incorporated by reference to Exhibit 10.54 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.65           -- Easement Agreement dated as of April 1, 1993, by and
                            between Camden Cogen L.P. and Public Service Electric and
                            Gas Company (incorporated by reference to Exhibit 10.65
                            to Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.66           -- Easement Agreement dated as of December 18, 1992, by and
                            between MacAndrews & Forbes Company and Camden Cogen
                            L.P., as amended by Amendment to Easement Agreement dated
                            as of March 22, 1993, by and between Mafco Worldwide
                            Corporation (f/k/a Mac Andrews & Forbes Company) and
                            Camden Cogen L.P. (incorporated by reference to Exhibit
                            10.66 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.67           -- Easement Agreement dated as of February 22, 1993, by and
                            between Camden Paperboard Corporation and Camden Cogen
                            L.P. (incorporated by reference to Exhibit 10.67 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.68           -- Agreement for the Sale of Steam dated as of February 27,
                            1987 between Cogen Technologies NJ Venture and Exxon
                            Company U.S.A., as amended by Amendment dated August 21,
                            1988, assigned to General Electric Power Funding
                            Corporation pursuant to an Assignment Agreement dated as
                            of February 27, 1987, by and between Cogen Technologies
                            NJ Venture and General Electric Power Funding Corporation
                            (incorporated by reference to Exhibit 10.55 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.69           -- Letter Agreement for Gas Service between Public Service
                            Electric and Gas Company and Cogen Technologies NJ
                            Venture dated October 10, 1986 (incorporated by reference
                            to Exhibit 10.56 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.70           -- Water Supply Agreement between the City of Bayonne and
                            Cogen Technologies NJ Venture dated June 1, 1988
                            (incorporated by reference to Exhibit 10.57 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.71           -- Lease Agreement between Bayonne Industries, Inc.,
                            IMTT-Bayonne and Cogen Technologies NJ Venture dated
                            October 18, 1986 (incorporated by reference to Exhibit
                            10.58 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.72           -- Easement from Bayonne Industries, Inc. and IMTT-Bayonne
                            to Cogen Technologies NJ Venture dated October 20, 1986,
                            as amended by First Amendment dated December 15, 1988
                            (incorporated by reference to Exhibit 10.59 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
</TABLE>
<PAGE>   116

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.73           -- Power Purchase and Operations Coordination Agreement
                            between Public Service Electric and Gas Company and Cogen
                            Technologies NJ Venture dated June 5, 1989 (incorporated
                            by reference to Exhibit 10.60 to Registration Statement
                            on Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.74           -- Agreement for Purchase of Electric Power between Cogen
                            Technologies NJ, Inc. and Jersey Central Power & Light
                            Company dated October 29, 1985 (incorporated by reference
                            to Exhibit 10.61 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.75           -- First Amendment dated September 5, 1986 to Agreement for
                            Purchase of Electric Power between Cogen Technologies NJ,
                            Inc. and Jersey Central Power & Light Company dated
                            October 29, 1985 (incorporated by reference to Exhibit
                            10.62 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.76           -- Assignment Agreement dated as of September 8, 1986, by
                            and between Cogen Technologies NJ, Inc. and Cogen
                            Technologies NJ Venture (incorporated by reference to
                            Exhibit 10.76 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.77           -- Second Amendment dated August 1, 1988 to Agreement for
                            Purchase of Electric Power between Cogen Technologies NJ
                            Venture and Jersey Central Power & Light Company dated
                            October 28, 1985 (incorporated by reference to Exhibit
                            10.63 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.78           -- Operation and Maintenance Agreement by and between Cogen
                            Technologies NJ Venture and General Electric Company
                            dated June 6, 1997 (incorporated by reference to Exhibit
                            10.64 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.79           -- Revised Transmission Service and Interconnection
                            Agreement between Public Service Electric and Gas Company
                            and Cogen Technologies NJ Venture dated April 27, 1987
                            (incorporated by reference to Exhibit 10.65 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.80           -- Term Loan Agreement dated as of November 1, 1987 between
                            Cogen Technologies NJ Venture and The Prudential
                            Insurance Company of America (incorporated by reference
                            to Exhibit 10.66 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.81           -- First Amendment dated December 15, 1988 to the Term Loan
                            Agreement dated as of November 1, 1987 between Cogen
                            Technologies NJ Venture and The Prudential Insurance
                            Company of America (incorporated by reference to Exhibit
                            10.67 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.82           -- Second Amendment dated July 31, 1996 to the Term Loan
                            Agreement dated as of November 1, 1987 between Cogen
                            Technologies NJ Venture and The Prudential Insurance
                            Company of America (incorporated by reference to Exhibit
                            10.68 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
</TABLE>
<PAGE>   117

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.83           -- Amended and Restated Joint Venture Agreement of Cogen
                            Technologies NJ Venture dated August 25, 1986, by and
                            among Cogen Technologies NJ, Inc., Enron Cogeneration
                            Five Company, CEA Bayonne, Inc. (the name of which was
                            changed to PSEG Bayonne Inc. and was recently merged into
                            Cogen Technologies NJ, Inc.), PSVO Bayonne, Inc. and
                            Transco Cogeneration Company (incorporated by reference
                            to Exhibit 10.71 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.84           -- Option Agreement between Bayonne Industries, Inc. and
                            Cogen Technologies NJ, Inc. dated May 22, 1986
                            (incorporated by reference to Exhibit 10.72 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.85           -- Purchase and Sale Agreement among Bayonne Industries,
                            Inc., IMTT-Bayonne and Cogen Technologies NJ, Inc. dated
                            May 22, 1986 (incorporated by reference to Exhibit 10.73
                            to Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.86           -- Steam Producing Facilities Lease Agreement between Cogen
                            Technologies NJ, Inc. and IMTT-Bayonne dated May 22, 1986
                            and Consent to Assignment dated December 15, 1998
                            (incorporated by reference to Exhibit 10.74 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.87           -- Mortgage and Security Agreement between The Prudential
                            Insurance Company of America and Cogen Technologies NJ
                            Venture dated December 15, 1988 (incorporated by
                            reference to Exhibit 10.75 to Registration Statement on
                            Form S-1/A (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on August 14, 1998).
         10.88           -- Security Agreement and Assignment between The Prudential
                            Insurance Company of America and Cogen Technologies NJ
                            Venture dated December 15, 1988, as amended by Amendment
                            dated April 27, 1995 and Waiver of Consent by The
                            Prudential Insurance Company of America dated July 28,
                            1995 (incorporated by reference to Exhibit 10.76 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.89           -- Disbursement and Security Agreement between The
                            Prudential Insurance Company of America, Midatlantic
                            National Bank and Cogen Technologies NJ Venture dated
                            December 15, 1988, as amended by Amendment No. 1 dated
                            February 9, 1989 (incorporated by reference to Exhibit
                            10.77 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.90           -- Kerosene Fuel Storage Agreement dated May 17, 1994
                            between IMTT-Bayonne and Cogen Technologies NJ Venture
                            (incorporated by reference to Exhibit 10.78 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.91           -- License Agreement for Wire, Pipe and Cable Transverse
                            Crossings and Longitudinal Occupations dated as of August
                            21, 1992, by and between Consolidated Rail Corporation
                            and Camden Cogen L.P. (incorporated by reference to
                            Exhibit 10.91 to Registration Statement on Form S-4/A
                            (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            November 19, 1999).
         10.92           -- Lease Agreement dated as of May 22, 1986, by and among
                            Bayonne Industries, Inc., IMTT-Bayonne and Cogen
                            Technologies NJ, Inc. (incorporated by reference to
                            Exhibit 10.92 to Registration Statement on Form S-4/A
                            (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            November 19, 1999).
</TABLE>
<PAGE>   118

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.93           -- Letter Agreement dated as of March 15, 1990 by and
                            between Texas Eastern Cryogenics, Inc. and Cogen
                            Technologies, Inc. (n/k/a RCM Holdings, Inc.)
                            (incorporated by reference to Exhibit 10.93 to
                            Registration Statement on
                            Form S-4/A (Registration No. 333-81601) of East Coast
                            Power L.L.C., filed on November 19, 1999).
         10.94           -- Agreement for Maintenance and Operations of IMTT-Bayonne
                            Chem South Boilers dated as of April 3, 1998, by and
                            between IMTT-Bayonne and Cogen Technologies NJ Venture,
                            as amended by Letter Agreement dated as of April 3, 1998,
                            by and between General Electric O&M Services and Cogen
                            Technologies NJ Venture, as assigned to The Prudential
                            Insurance Company of America pursuant to a Security
                            Agreement and Assignment dated as of December 15, 1988,
                            by and between Cogen Technologies NJ Venture and The
                            Prudential Insurance Company of America, and consented to
                            by IMTT-Bayonne pursuant to a Consent to Assignment dated
                            as of April 3, 1998, by IMTT-Bayonne in favor of Cogen
                            Technologies NJ Venture (incorporated by reference to
                            Exhibit 10.94 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.95           -- Security Agreement dated as of May 22, 1986, by and
                            between Cogen Technologies NJ, Inc. and Bayonne
                            Industries, Inc. (incorporated by reference to Exhibit
                            10.95 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.96           -- Assignment and Security Agreement, dated February 4,
                            1992, made by Cogen Technologies Camden GP Limited
                            Partnership in favor of General Electric Capital
                            Corporation (incorporated by reference to Exhibit 10.79
                            to Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            25, 1998).
         10.97           -- Purchase Agreement, dated as of August 2, 1999, between
                            East Coast Power Holding Company, L.L.C. and Mesquite
                            Investors, L.L.C. (incorporated by reference to Exhibit
                            10.97 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999)
         10.98           -- Contribution Agreement, dated as of August 2, 1999, among
                            ECT Merchant Investments Corp., Enron Capital Management
                            II Limited Partnership, Enron Capital Management III
                            Limited Partnership, Joint Energy Development Investments
                            II Limited Partnership, East Coast Power Holding Company
                            L.L.C., the California Public Employees' Retirement
                            System and Mesquite Investors, L.L.C. (incorporated by
                            reference to Exhibit 10.98 to Registration Statement on
                            Form S-4/A (Registration No. 333-81601) of East Coast
                            Power L.L.C., filed on October 15, 1999).
        *10.99           -- Consulting Services Agreement effective as of February 4,
                            2000 between East Coast Power L.L.C. and Joseph M.
                            Bollinger.
        *10.100          -- Senior Subordinated Credit Agreement dated as of December
                            29, 1999 among East Coast Power L.L.C., Bank of America,
                            N.A., as Initial Lender, and Bank of America, as Agent.
        *10.101          -- Energy Services Agreement dated as of February 14, 2000
                            between East Coast Power L.L.C., as Seller, and Tosco
                            Refining, as Buyer.
         21.1            -- Subsidiaries of the Company (incorporated by reference to
                            Exhibit 21.1 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
        *27.1            -- Financial Data Schedule
</TABLE>

---------------

 * Filed herewith.
<PAGE>   119

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            EAST COAST POWER L.L.C.

                                            By:    /s/ ROBERT J. LICATO
                                              ----------------------------------
                                            Name: Robert J. Licato
                                            Title: President and Chief
                                               Operating Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                        DATE
                      ---------                                      -----                        ----
<C>                                                    <S>                                 <C>

                /s/ ROBERT J. LICATO                   President and Chief Operating         March 30, 2000
-----------------------------------------------------    Officer (principal executive
                  Robert J. Licato                       officer)

                /s/ CHRISTINE K. LEE                   Vice President -- Finance,            March 30, 2000
-----------------------------------------------------    Secretary and Chief Accounting
                  Christine K. Lee                       Officer (principal financial and
                                                         accounting officer)

               /s/ J. CLIFFORD BAXTER                  Director of Enron Capital II          March 30, 2000
-----------------------------------------------------    Corp., the indirect general
                 J. Clifford Baxter                      partner of the Company's
                                                         managing member

              /s/ JAMES V. DERRICK, JR.                Director of Enron Capital II          March 30, 2000
-----------------------------------------------------    Corp., the indirect general
                James V. Derrick, Jr.                    partner of the Company's
                                                         managing member

                /s/ MARK E. HAEDICKE                   Director of Enron Capital II          March 30, 2000
-----------------------------------------------------    Corp., the indirect general
                  Mark E. Haedicke                       partner of the Company's
                                                         managing member
</TABLE>
<PAGE>   120

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
          3.1            -- Second Amended and Restated Limited Liability Company
                            Agreement of East Coast Power L.L.C., dated as of August
                            13, 1999 among East Coast Power Holding Company L.L.C.,
                            the California State Public Employees' Retirement System
                            and Mesquite Investors, L.L.C. (incorporated by reference
                            to Exhibit 3.1 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
          4.1            -- Indenture between East Coast Power L.L.C. and The Bank of
                            New York, as trustee, dated as of April 20, 1999
                            (incorporated by reference to Exhibit 4.1 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.3            -- Registration Rights Agreement dated April 14, 1999, among
                            East Coast Power L.L.C., NationsBanc Montgomery
                            Securities LLC, Credit Suisse First Boston Corporation,
                            Lehman Brothers Inc. and SG Cowen Securities Corporation
                            (incorporated by reference to Exhibit 4.3 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.4            -- CalPERS Security Agreement dated as of April 20, 1999,
                            made by California Public Employees' Retirement System,
                            as Grantor, to The Bank of New York, as trustee
                            (incorporated by reference to Exhibit 4.4 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.5            -- Common Security Agreement dated as of April 20, 1999,
                            made by the signatories thereto, as Grantors, to The Bank
                            of New York, as trustee, and to The Bank of New York, as
                            Account Collateral Securities Intermediary (incorporated
                            by reference to Exhibit 4.5 to Registration Statement on
                            Form S-4 (Registration No. 333-81601) of East Coast Power
                            L.L.C., filed on June 25, 1999).
          4.6(a)         -- East Coast Power Holding Company Security Agreement dated
                            as of April 20, 1999, made by East Coast Power Holding
                            Company L.L.C., as Grantor, to The Bank of New York, as
                            trustee (incorporated by reference to Exhibit 4.6 to
                            Registration Statement on Form S-4 (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on June 25,
                            1999).
          4.6(b)         -- First Amendment to East Coast Power Holding Company
                            Security Agreement, dated as of August 13, 1999, made by
                            East Coast Power Holding Company L.L.C., as Grantor, to
                            The Bank of New York, as trustee (incorporated by
                            reference to Exhibit 4.6(b) to Registration Statement on
                            Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
          4.7            -- ECT Merchant Investments Corp. Security Agreement dated
                            as of April 20, 1999, made by ECT Merchant Investments
                            Corp., as Grantor, to The Bank of New York, as trustee
                            (incorporated by reference to Exhibit 4.7 to Registration
                            Statement on Form S-4 (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on June 25, 1999).
          4.8            -- Mesquite Security Agreement, dated as of August 13, 1999,
                            made by Mesquite Investors, L.L.C., as Grantor, to The
                            Bank of New York, as trustee (incorporated by reference
                            to Exhibit 4.8 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
</TABLE>
<PAGE>   121

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.1            -- Transaction Agreement dated as of October 25, 1998, among
                            Enron Corp., Enron Capital & Trade Resources Corp., RCM
                            Holdings, Inc., Cogen Technologies Camden, Inc., Cogen
                            Technologies Capital Company, L.P., Cogen Technologies
                            Limited Partners Joint Venture, the Partners of Cogen
                            Technologies Limited Partners Joint Venture and the
                            Shareholders of McNair Energy Services Corporation
                            (incorporated by reference to Exhibit 10.1 to
                            Registration Statement on Form S-4 (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on June 25,
                            1999).
         10.2            -- Amendment No. 1 dated as of November 6, 1998, to
                            Transaction Agreement dated as of October 25, 1998
                            (incorporated by reference to Exhibit 10.2 to
                            Registration Statement on Form S-4 (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on June 25,
                            1999).
         10.3            -- Amendment No. 2 dated as of November 13, 1998, to
                            Transaction Agreement dated as of October 25, 1998
                            (incorporated by reference to Exhibit 10.3 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.4            -- Amendment No. 3 dated as of February 1, 1999, to
                            Transaction Agreement dated as of October 25, 1998
                            (incorporated by reference to Exhibit 10.4 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.5            -- Corporate Services Agreement effective as of February 5,
                            1999, between East Coast Power L.L.C. and Enron Capital &
                            Trade Resources Corp. (incorporated by reference to
                            Exhibit 10.5 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.6            -- Amended and Restated Credit Support Agreement dated as of
                            August 13, 1999, among East Coast Power L.L.C., Enron
                            Corp. and the Lenders (incorporated by reference to
                            Exhibit 10.6 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.7(a)         -- Promissory Note, dated as of August 13, 1999, by East
                            Coast Power L.L.C. in favor of Enron Corp. (incorporated
                            by reference to Exhibit 10.7(a) to Registration Statement
                            on Form S-4/A (Registration No. 333-81601) of East Coast
                            Power L.L.C., filed on October 15, 1999).
         10.7(b)         -- Promissory Note, dated as of August 13, 1999, by East
                            Coast Power L.L.C. in favor of El Paso Energy Corp.
                            (incorporated by reference to Exhibit 10.7(b) to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.8(a)         -- Power Purchase Agreement dated as of April 14, 1989, by
                            and between Consolidated Edison Company of New York, Inc.
                            and Cogen Technologies, Inc. (n/k/a RCM Holdings, Inc.)
                            (incorporated by reference to Exhibit 10.1 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
            (b)          -- Assignment of Power Purchase Agreement dated as of July
                            21, 1989, by Cogen Technologies, Inc. to Cogen
                            Technologies Linden, Ltd. with the consent of
                            Consolidated Edison Company of New York, Inc. on August
                            3, 1989 (incorporated by reference to Exhibit 10.8(b) to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
</TABLE>
<PAGE>   122

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
            (c)          -- Assignment of Power Purchase Agreement dated as of
                            December 22, 1989, by Cogen Technologies Linden, Ltd. to
                            Cogen Technologies Linden Venture, L.P. with the consent
                            of Consolidated Edison Company of New York, Inc. on
                            December 22, 1989 (incorporated by reference to Exhibit
                            10.8(c) to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.9            -- First Amendment dated September 17, 1990 to Power
                            Purchase Agreement dated April 14, 1989 between
                            Consolidated Edison Company of New York, Inc. and Cogen
                            Technologies Linden Venture, L.P. (incorporated by
                            reference to Exhibit 10.2 to Registration Statement on
                            Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.10           -- Second Amendment dated December 22, 1993 to Power
                            Purchase Agreement dated April 14, 1989 between
                            Consolidated Edison Company of New York, Inc. and Cogen
                            Technologies Linden Venture, L.P. (incorporated by
                            reference to Exhibit 10.3 to Registration Statement on
                            Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.11           -- Gas Service Agreement by and among Cogen Technologies
                            Linden Venture, L.P., Public Service Electric and Gas
                            Company and Elizabethtown Gas Company dated July 13, 1990
                            (incorporated by reference to Exhibit 10.4 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            25, 1998).
         10.12           -- Agreement between Cogen Technologies Linden Venture, L.P.
                            and Exxon Corporation for the Sale of Steam dated August
                            1, 1990, as amended and restated by agreement by and
                            between Cogen Technologies Linden Venture, L.P. and
                            Infineum USA L.P. dated as of January 1, 1999
                            (incorporated by reference to Exhibit 10.12 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.13           -- Agreement between Cogen Technologies Linden Venture, L.P.
                            and Bayway Refining Company for the Sale of Steam
                            effective as of April 8, 1993 (incorporated by reference
                            to Exhibit 10.13 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed October 15, 1999).
         10.14           -- Backup Fuel Storage and Supply Agreement between Cogen
                            Technologies Linden Venture, L.P. and Exxon Corporation
                            dated October 4, 1991 (incorporated by reference to
                            Exhibit 10.6 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.15(a)        -- Ground Lease Agreement dated as of August 1, 1990, by and
                            between Cogen Technologies Linden Venture, L.P. and Exxon
                            Corporation (incorporated by reference to Exhibit 10.7 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
            (b)          -- Amendment of Ground Lease Agreement by Letter Agreement
                            dated as of September 27, 1991, by Exxon Corporation,
                            agreed to by Cogen Technologies Linden Venture, L.P. and
                            consented to by General Electric Power Funding
                            Corporation (incorporated by reference to Exhibit
                            10.15(b) to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
            (c)          -- Amendment to Ground Lease Agreement dated as of July 31,
                            1992, by and between Cogen Technologies Linden Venture,
                            L.P. and Exxon Corporation (incorporated by reference to
                            Exhibit 10.15(c) to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
</TABLE>
<PAGE>   123

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
            (d)          -- Assignment of Cogen Lease dated as of April 8, 1993, by
                            and between Exxon Corporation and Bayway Refining Company
                            (as confirmed by Confirmation of Assignment of Cogen
                            Lease dated as of April 8, 1993, by and between Exxon
                            Corporation and Bayway Refining Company) (incorporated by
                            reference to Exhibit 10.15(d) to Registration Statement
                            on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
            (e)          -- Second Amendment to Ground Lease Agreement dated as of
                            April 13, 1994, by and between Bayway Refining Company
                            and Cogen Technologies Linden Venture, L.P. (incorporated
                            by reference to Exhibit 10.15(e) to Registration
                            Statement on Form S-4/A (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on October 15, 1999).
         10.16           -- Operation and Maintenance Agreement by and between Cogen
                            Technologies Linden Venture, L.P. and General Electric
                            Company dated June 6, 1997 (incorporated by reference to
                            Exhibit 10.8 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.17           -- Amended and Restated Term Loan Agreement, dated as of
                            September 15, 1992, between Cogen Technologies Linden,
                            Ltd. and State Street Bank and Trust Company of
                            Connecticut, National Association, as trustee
                            (incorporated by reference to Exhibit 10.9 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.18           -- First Amendment, dated April 30, 1993, to the Amended and
                            Restated Term Loan Agreement, dated as of September 15,
                            1992, between Cogen Technologies Linden, Ltd. and State
                            Street Bank and Trust Company of Connecticut, National
                            Association, as trustee (incorporated by reference to
                            Exhibit 10.10 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.19           -- Second Amendment, dated as of February 4, 1999, to the
                            Amended and Restated Term Loan Agreement, dated as of
                            September 15, 1992, between Cogen Technologies Linden,
                            Ltd. and State Street Bank and Trust Company of
                            Connecticut, National Association, as Trustee
                            (incorporated by reference to Exhibit 10.19 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.20           -- Amended and Restated Agreement of Limited Partnership of
                            Cogen Technologies Linden Venture, L.P., dated as of
                            September 15, 1992 (incorporated by reference to Exhibit
                            10.11 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.21           -- First Amendment, dated April 30, 1993, to the Amended and
                            Restated Agreement of Limited Partnership of Cogen
                            Technologies Linden Venture, L.P., dated as of September
                            15, 1992 (incorporated by reference to Exhibit 10.12 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.22           -- Second Amendment, dated as of February 4, 1999, of the
                            Amended and Restated Agreement of Limited Partnership of
                            Cogen Technologies Linden Venture, L.P., dated as of
                            September 15, 1992 (incorporated by reference to Exhibit
                            10.22 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.23           -- Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd., effective as of June 28, 1989 (incorporated
                            by reference to Exhibit 10.13 to Registration Statement
                            on Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
</TABLE>
<PAGE>   124

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.24           -- First Amendment, dated as of February 14, 1990, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd. (incorporated by reference to Exhibit 10.14
                            to Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.25           -- Second Amendment, dated as of July 31, 1990, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd. (incorporated by reference to Exhibit 10.15
                            to Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.26           -- Third Amendment, dated as of February 4, 1999, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Linden, Ltd. (incorporated by reference to Exhibit 10.26
                            to Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.27           -- Redemption and Conversion of Partnership Interests and
                            Fourth Amendment to the Agreement of Limited Partnership
                            of Cogen Technologies Linden, Ltd., dated as of February
                            4, 1999 (incorporated by reference to Exhibit 10.27 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.28           -- Easement Agreement dated June 21, 1991 among Cogen
                            Technologies Linden Venture, L.P., Texas Eastern
                            Cryogenics, Inc., Texas Eastern Transmission Corporation
                            and Houston Center Corporation and Assignment and
                            Conveyance dated December 22, 1993 (incorporated by
                            reference to Exhibit 10.16 to Registration Statement on
                            Form S-1/A (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on August 14, 1998).
         10.29           -- Easement Crossing Agreement dated as of December 17,
                            1990, by and between Coastal Pipeline Company and Cogen
                            Technologies Linden Venture, L.P., assigned to
                            Consolidated Edison Company of New York, Inc. pursuant to
                            the Assignment and Conveyance Agreement dated as of
                            December 22, 1993, by and between Cogen Technologies
                            Linden Venture, L.P. and Consolidated Edison Company of
                            New York, Inc. (incorporated by reference to Exhibit
                            10.29 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.30           -- Letter Agreement dated June 12, 1991 between Cogen
                            Technologies Linden Venture, L.P. and Colonial Pipeline
                            Company (incorporated by reference to Exhibit 10.30 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.31           -- Indenture dated as of May 9, 1991 between the People of
                            the State of New York, acting by their Commissioner of
                            the Office of General Services and Cogen Technologies
                            Linden Venture, L.P. (incorporated by reference to
                            Exhibit 10.31 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.32           -- Amended and Restated Security Deposit Agreement and
                            Escrow Agreement dated as of September 17, 1992 among
                            Cogen Technologies Linden Venture, L.P., Cogen
                            Technologies Linden, Ltd., State Street Bank and Trust
                            Company of Connecticut as Limited Partner and as Lender
                            and Midatlantic National Bank, as amended by Amendment
                            dated April 30, 1993 (incorporated by reference to
                            Exhibit 10.17 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
</TABLE>
<PAGE>   125

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.33           -- Assignment and Security agreement dated February 15, 1990
                            between Cogen Technologies Linden, Ltd. and General
                            Electric Power Funding Corporation and Assignment
                            Agreement, dated as of September 15, 1992, among General
                            Electric Power Funding Corporation, State Street Bank and
                            Trust Company or Connecticut, National Association, as
                            trustee, and Cogen Technologies Linden, Ltd.
                            (incorporated by reference to Exhibit 10.19 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.34           -- Collateral Agency Agreement dated as of February 15, 1990
                            between Cogen Technologies Linden, Ltd. and General
                            Electric Power Funding Corporation and Assignment
                            Agreement, dated as of September 15, 1992, among General
                            Electric Power Funding Corporation, State Street Bank and
                            Trust Company or Connecticut, National Association, as
                            trustee, and Cogen Technologies Linden, Ltd.
                            (incorporated by reference to Exhibit 10.20 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.35           -- Letter of Credit and Reimbursement Agreement dated as of
                            September 17, 1992 between Cogen Technologies Linden
                            Venture, L.P. and General Electric Capital Corporation
                            (incorporated by reference to Exhibit 10.27 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.36           -- Power Purchase and Interconnection Agreement, dated April
                            15, 1988, between Public Service Electric and Gas Company
                            and Camden Cogen, L.P. (incorporated by reference to
                            Exhibit 10.30 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.37           -- First Amendment, dated June 12, 1990, to the Power
                            Purchase and Interconnection Agreement, dated April 15,
                            1988, between Public Service Electric and Gas Company and
                            Camden Cogen, L.P. (incorporated by reference to Exhibit
                            10.31 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.38           -- Second Amendment, dated August 21, 1990, to the Power
                            Purchase and Interconnection Agreement, dated April 15,
                            1988, between Public Service Electric and Gas Company and
                            Camden Cogen, L.P. (incorporated by reference to Exhibit
                            10.32 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.39           -- Gas Service Agreement, dated May 15, 1991, between Camden
                            Cogen L.P. and Public Service Electric and Gas Company
                            (incorporated by reference to Exhibit 10.33 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            25, 1998).
         10.40           -- First Amendment, dated November 1, 1991, to the Gas
                            Service Agreement dated May 15, 1991 between Camden Cogen
                            L.P. and Public Service Electric and Gas Company
                            (incorporated by reference to Exhibit 10.34 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.41(a)        -- Energy Purchase Agreement, dated December 18, 1989,
                            between Camden Cogen, L.P. and Camden Paperboard
                            Corporation (incorporated by reference to Exhibit 10.35
                            to Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
</TABLE>
<PAGE>   126

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
            (b)          -- First Amendment dated as of March 5, 1992, to Energy
                            Purchase Agreement dated December 18, 1989 (incorporated
                            by reference to Exhibit 10.41(b) to Registration
                            Statement on Form S-4/A (Registration No. 333-81601) of
                            East Coast Power L.L.C., filed on October 15, 1999).
         10.42           -- Amendment and Restatement dated as of April 1, 1993 of
                            the Construction and Term Loan Agreement dated as of
                            February 4, 1992 among Camden Cogen, L.P., the lenders
                            from time to time parties to the Agreement, and General
                            Electric Capital Corporation (incorporated by reference
                            to Exhibit 10.36 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.43           -- Amendment No. 1 dated as of December 22, 1993, by and
                            among Camden Cogen L.P., the lenders from time to time
                            parties to the Agreement, The Bank of Tokyo Trust
                            Company, The Toronto-Dominion Bank Trust Company and
                            General Electric Capital Corporation, to the Amendment
                            and Restatement dated as of April 1, 1993 of the
                            Construction and Term Loan Agreement dated as of February
                            4, 1992 among Camden Cogen L.P. and General Electric
                            Capital Corporation (incorporated by reference to Exhibit
                            10.37 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.44           -- Amendment No. 2 dated as of July 31, 1998, by and among
                            Camden Cogen L.P., The Bank of Tokyo-Mitsubishi Trust
                            Company (f/k/a The Bank of Tokyo Trust Company),
                            Commerzbank AG, New York Branch, Commerzbank AG, Atlanta
                            Agency, The Fuji Bank Limited, Credit Lyonnais, New York
                            Branch and General Electric Capital Corporation, to the
                            Amendment and Restatement dated as of April 1, 1993 of
                            the Construction and Term Loan Agreement dated as of
                            February 4, 1992 among Camden Cogen L.P. and General
                            Electric Capital Corporation (incorporated by reference
                            to Exhibit 10.44 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.45           -- Amendment No. 3 dated as of February 4, 1999, by and
                            among Camden Cogen L.P., the Tranche A Lenders and
                            Tranche B Lenders, The Bank of Tokyo-Mitsubishi Trust
                            Company (f/k/a The Bank of Tokyo Trust Company),
                            Commerzbank AG, New York Branch, and General Electric
                            Capital Corporation, to the Amendment and Restatement
                            dated as of April 1, 1993 of the Construction and Term
                            Loan Agreement dated as of February 4, 1992 among Camden
                            Cogen L.P. and General Electric Capital Corporation
                            (incorporated by reference to Exhibit 10.45 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.46           -- Agreement of Limited Partnership of Cogen Technologies
                            Camden GP Limited Partnership, dated as of July 26, 1991
                            (incorporated by reference to Exhibit 10.40 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.47           -- First Amendment, dated December 1, 1991, to the Agreement
                            of Limited Partnership of Cogen Technologies Camden GP
                            Limited Partnership, dated as of July 26, 1991
                            (incorporated by reference to Exhibit 10.41 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.48           -- Second Amendment, dated as of February 4, 1999, to the
                            Agreement of Limited Partnership of Cogen Technologies
                            Camden GP Limited Partnership, dated as of July 26, 1991
                            (incorporated by reference to Exhibit 10.48 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
</TABLE>
<PAGE>   127

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.49           -- Amended and Restated Agreement of Limited Partnership of
                            Camden Cogen L.P., dated as of February 9, 1993
                            (incorporated by reference to Exhibit 10.42 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.50           -- Amendment No. 1 dated as of April 1, 1993 to the Amended
                            and Restated Agreement of Limited Partnership of Camden
                            Cogen L.P., dated as of February 9, 1993 (incorporated by
                            reference to Exhibit 10.43 to Registration Statement on
                            Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.51           -- Amendment No. 2 dated as of December 22, 1993 to the
                            Amended and Restated Agreement of Limited Partnership of
                            Camden Cogen L.P., dated as of February 9, 1993
                            (incorporated by reference to Exhibit 10.44 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.52           -- Amendment No. 3 dated as of February 4, 1999, to the
                            Agreement of Limited Partnership of Camden Cogen L.P.,
                            dated as of February 9, 1993 (incorporated by reference
                            to Exhibit 10.52 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.53           -- Operation and Maintenance Agreement by and between Camden
                            Cogen L.P. and General Electric Company dated June 6,
                            1997 (incorporated by reference to Exhibit 10.45 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.54(a)        -- Mortgage dated February 4, 1992 between General Electric
                            Capital Corporation and Camden Cogen L.P., as amended by
                            First Amendment to Mortgage dated April 19, 1993 and
                            Assignment of Mortgage dated December 22, 1993
                            (incorporated by reference to Exhibit 10.46 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
              (b)        -- Assignment of Mortgage by Toronto Dominion (Texas), Inc.
                            to Commerzbank AG, New York Branch, dated as of July 31,
                            1998 (incorporated by reference to Exhibit 10.54(b) to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            November 19, 1999).
         10.55           -- Second Amended and Restated Security Deposit Agreement
                            dated December 22, 1993 among Bank of Tokyo Trust
                            Company, Toronto-Dominion Bank Trust Company, Camden
                            Cogen L.P., General Electric Capital Corporation and
                            Cogen Technologies Camden GP Limited Partnership and
                            Successor Security Deposit Agreement dated December 22,
                            1993 (incorporated by reference to Exhibit 10.47 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.56           -- Amendment No. 1, dated as of July 31, 1998, by and among
                            Camden Cogen L.P., Toronto Dominion (Texas), Inc.(f/k/a
                            The Toronto-Dominion Bank Trust Company), The
                            Toronto-Dominion Bank, General Electric Capital
                            Corporation, Cogen Technologies Camden GP Limited
                            Partnership, The Bank of Tokyo-Mitsubishi Trust Company
                            (f/k/a The Bank of Tokyo Trust Company), Commerzbank AG,
                            New York Branch, Commerzbank AG, Atlanta Agency, The Fuji
                            Bank Limited and Credit Lyonnais, New York Branch, to the
                            Second Amended and Restated Security Deposit Agreement
                            dated as of December 22, 1993 (incorporated by reference
                            to Exhibit 10.56 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
</TABLE>
<PAGE>   128

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.57           -- Second Successor Security Deposit Agent Agreement dated
                            as of July 31, 1998, by and among Commerzbank AG, New
                            York Branch, Commerzbank AG, Atlanta Agency, The Bank of
                            Tokyo- Mitsubishi Trust Company (f/k/a The Bank of Tokyo
                            Trust Company), Camden Cogen L.P., Cogen Technologies
                            Camden GP Limited Partnership, The Fuji Bank Limited,
                            Credit Lyonnais, New York Branch, Toronto Dominion
                            (Texas), Inc. (f/k/a The Toronto-Dominion Bank Trust
                            Company), The Toronto-Dominion Bank and General Electric
                            Capital Corporation (superseding Successor Security
                            Deposit Agent Agreement dated as of December 22, 1993, by
                            and among The Toronto-Dominion Bank Trust Company, Cogen
                            Technologies Camden GP Limited Partnership, General
                            Electric Capital Corporation, Camden Cogen L.P.,
                            Midatlantic National Bank, The Bank of Tokyo Trust
                            Company and The Toronto-Dominion Bank) (incorporated by
                            reference to Exhibit 10.57 to Registration Statement on
                            Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.58           -- Second Successor Agency Agreement dated as of July 31,
                            1998, by and among Commerzbank AG, New York Branch,
                            Commerzbank AG, Atlanta Agency, The Bank of
                            Tokyo-Mitsubishi Trust Company, General Electric Capital
                            Corporation, Toronto Dominion (Texas), Inc., The Fuji
                            Bank Limited, Credit Lyonnais, New York Branch, The
                            Toronto-Dominion Bank and consented to by Camden Cogen
                            L.P. (incorporated by reference to Exhibit 10.58 to
                            Registration Statement on Form S-4/A (Registration No.
                            333-81601) of East Coast Power L.L.C., filed on October
                            15, 1999).
         10.59           -- Security Agreement dated as of February 4, 1992, between
                            General Electric Capital Corporation and Camden Cogen
                            L.P., as amended by Amendment No. 1 dated April 1, 1993
                            and Amendment No. 2 dated December 22, 1993 (incorporated
                            by reference to Exhibit 10.48 to Registration Statement
                            on Form S-1/A (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on August 14, 1998).
         10.60           -- Pledge and Security Agreement dated as of February 4,
                            1992, between General Electric Capital Corporation and
                            Cogen Technologies Camden Inc., as amended by Amendment
                            No. 1 dated April 1, 1993 and Amendment No. 2 dated
                            December 22, 1993 (incorporated by reference to Exhibit
                            10.49 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.61           -- Mortgage from Camden Cogen L.P., Mortgagor, to General
                            Electric Power Funding Corporation, Mortgagee, dated as
                            of February 4, 1992 (incorporated by reference to Exhibit
                            10.50 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.62           -- Second Mortgage from Camden Cogen L.P., Mortgagor, to
                            Public Service Electric and Gas Company, Mortgagee, dated
                            as of February 4, 1992 (incorporated by reference to
                            Exhibit 10.51 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.63           -- Interest Rate and Currency Exchange Agreement dated April
                            1, 1993 between General Electric Capital Corporation and
                            Camden Cogen L.P., as amended by Amendment No. 1 dated as
                            of December 22, 1993 and Confirmation Letter dated April
                            1, 1993 and Amendment No. 1 dated December 22, 1993
                            (incorporated by reference to Exhibit 10.52 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
</TABLE>
<PAGE>   129

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.64           -- Agreement for the Sale of Steam and Electricity dated
                            June 13, 1985 between IMTT-Bayonne and Cogen Technologies
                            NJ, Inc., as amended by Amendment dated May 22, 1986 and
                            Consent to Assignment dated December 15, 1988
                            (incorporated by reference to Exhibit 10.54 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.65           -- Easement Agreement dated as of April 1, 1993, by and
                            between Camden Cogen L.P. and Public Service Electric and
                            Gas Company (incorporated by reference to Exhibit 10.65
                            to Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.66           -- Easement Agreement dated as of December 18, 1992, by and
                            between MacAndrews & Forbes Company and Camden Cogen
                            L.P., as amended by Amendment to Easement Agreement dated
                            as of March 22, 1993, by and between Mafco Worldwide
                            Corporation (f/k/a Mac Andrews & Forbes Company) and
                            Camden Cogen L.P. (incorporated by reference to Exhibit
                            10.66 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
         10.67           -- Easement Agreement dated as of February 22, 1993, by and
                            between Camden Paperboard Corporation and Camden Cogen
                            L.P. (incorporated by reference to Exhibit 10.67 to
                            Registration Statement on Form S-4/A (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            October 15, 1999).
         10.68           -- Agreement for the Sale of Steam dated as of February 27,
                            1987 between Cogen Technologies NJ Venture and Exxon
                            Company U.S.A., as amended by Amendment dated August 21,
                            1988, assigned to General Electric Power Funding
                            Corporation pursuant to an Assignment Agreement dated as
                            of February 27, 1987, by and between Cogen Technologies
                            NJ Venture and General Electric Power Funding Corporation
                            (incorporated by reference to Exhibit 10.55 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.69           -- Letter Agreement for Gas Service between Public Service
                            Electric and Gas Company and Cogen Technologies NJ
                            Venture dated October 10, 1986 (incorporated by reference
                            to Exhibit 10.56 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.70           -- Water Supply Agreement between the City of Bayonne and
                            Cogen Technologies NJ Venture dated June 1, 1988
                            (incorporated by reference to Exhibit 10.57 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.71           -- Lease Agreement between Bayonne Industries, Inc.,
                            IMTT-Bayonne and Cogen Technologies NJ Venture dated
                            October 18, 1986 (incorporated by reference to Exhibit
                            10.58 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.72           -- Easement from Bayonne Industries, Inc. and IMTT-Bayonne
                            to Cogen Technologies NJ Venture dated October 20, 1986,
                            as amended by First Amendment dated December 15, 1988
                            (incorporated by reference to Exhibit 10.59 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
</TABLE>
<PAGE>   130

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.73           -- Power Purchase and Operations Coordination Agreement
                            between Public Service Electric and Gas Company and Cogen
                            Technologies NJ Venture dated June 5, 1989 (incorporated
                            by reference to Exhibit 10.60 to Registration Statement
                            on Form S-1 (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on May 26, 1998).
         10.74           -- Agreement for Purchase of Electric Power between Cogen
                            Technologies NJ, Inc. and Jersey Central Power & Light
                            Company dated October 29, 1985 (incorporated by reference
                            to Exhibit 10.61 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.75           -- First Amendment dated September 5, 1986 to Agreement for
                            Purchase of Electric Power between Cogen Technologies NJ,
                            Inc. and Jersey Central Power & Light Company dated
                            October 29, 1985 (incorporated by reference to Exhibit
                            10.62 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.76           -- Assignment Agreement dated as of September 8, 1986, by
                            and between Cogen Technologies NJ, Inc. and Cogen
                            Technologies NJ Venture (incorporated by reference to
                            Exhibit 10.76 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.77           -- Second Amendment dated August 1, 1988 to Agreement for
                            Purchase of Electric Power between Cogen Technologies NJ
                            Venture and Jersey Central Power & Light Company dated
                            October 28, 1985 (incorporated by reference to Exhibit
                            10.63 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.78           -- Operation and Maintenance Agreement by and between Cogen
                            Technologies NJ Venture and General Electric Company
                            dated June 6, 1997 (incorporated by reference to Exhibit
                            10.64 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.79           -- Revised Transmission Service and Interconnection
                            Agreement between Public Service Electric and Gas Company
                            and Cogen Technologies NJ Venture dated April 27, 1987
                            (incorporated by reference to Exhibit 10.65 to
                            Registration Statement on Form S-1 (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on May 26,
                            1998).
         10.80           -- Term Loan Agreement dated as of November 1, 1987 between
                            Cogen Technologies NJ Venture and The Prudential
                            Insurance Company of America (incorporated by reference
                            to Exhibit 10.66 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.81           -- First Amendment dated December 15, 1988 to the Term Loan
                            Agreement dated as of November 1, 1987 between Cogen
                            Technologies NJ Venture and The Prudential Insurance
                            Company of America (incorporated by reference to Exhibit
                            10.67 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
         10.82           -- Second Amendment dated July 31, 1996 to the Term Loan
                            Agreement dated as of November 1, 1987 between Cogen
                            Technologies NJ Venture and The Prudential Insurance
                            Company of America (incorporated by reference to Exhibit
                            10.68 to Registration Statement on Form S-1 (Registration
                            No. 333-53533) of Cogen Technologies, Inc., filed on May
                            26, 1998).
</TABLE>
<PAGE>   131

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.83           -- Amended and Restated Joint Venture Agreement of Cogen
                            Technologies NJ Venture dated August 25, 1986, by and
                            among Cogen Technologies NJ, Inc., Enron Cogeneration
                            Five Company, CEA Bayonne, Inc. (the name of which was
                            changed to PSEG Bayonne Inc. and was recently merged into
                            Cogen Technologies NJ, Inc.), PSVO Bayonne, Inc. and
                            Transco Cogeneration Company (incorporated by reference
                            to Exhibit 10.71 to Registration Statement on Form S-1
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on May 26, 1998).
         10.84           -- Option Agreement between Bayonne Industries, Inc. and
                            Cogen Technologies NJ, Inc. dated May 22, 1986
                            (incorporated by reference to Exhibit 10.72 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.85           -- Purchase and Sale Agreement among Bayonne Industries,
                            Inc., IMTT-Bayonne and Cogen Technologies NJ, Inc. dated
                            May 22, 1986 (incorporated by reference to Exhibit 10.73
                            to Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.86           -- Steam Producing Facilities Lease Agreement between Cogen
                            Technologies NJ, Inc. and IMTT-Bayonne dated May 22, 1986
                            and Consent to Assignment dated December 15, 1998
                            (incorporated by reference to Exhibit 10.74 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.87           -- Mortgage and Security Agreement between The Prudential
                            Insurance Company of America and Cogen Technologies NJ
                            Venture dated December 15, 1988 (incorporated by
                            reference to Exhibit 10.75 to Registration Statement on
                            Form S-1/A (Registration No. 333-53533) of Cogen
                            Technologies, Inc., filed on August 14, 1998).
         10.88           -- Security Agreement and Assignment between The Prudential
                            Insurance Company of America and Cogen Technologies NJ
                            Venture dated December 15, 1988, as amended by Amendment
                            dated April 27, 1995 and Waiver of Consent by The
                            Prudential Insurance Company of America dated July 28,
                            1995 (incorporated by reference to Exhibit 10.76 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.89           -- Disbursement and Security Agreement between The
                            Prudential Insurance Company of America, Midatlantic
                            National Bank and Cogen Technologies NJ Venture dated
                            December 15, 1988, as amended by Amendment No. 1 dated
                            February 9, 1989 (incorporated by reference to Exhibit
                            10.77 to Registration Statement on Form S-1/A
                            (Registration No. 333-53533) of Cogen Technologies, Inc.,
                            filed on August 14, 1998).
         10.90           -- Kerosene Fuel Storage Agreement dated May 17, 1994
                            between IMTT-Bayonne and Cogen Technologies NJ Venture
                            (incorporated by reference to Exhibit 10.78 to
                            Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            14, 1998).
         10.91           -- License Agreement for Wire, Pipe and Cable Transverse
                            Crossings and Longitudinal Occupations dated as of August
                            21, 1992, by and between Consolidated Rail Corporation
                            and Camden Cogen L.P. (incorporated by reference to
                            Exhibit 10.91 to Registration Statement on Form S-4/A
                            (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            November 19, 1999).
         10.92           -- Lease Agreement dated as of May 22, 1986, by and among
                            Bayonne Industries, Inc., IMTT-Bayonne and Cogen
                            Technologies NJ, Inc. (incorporated by reference to
                            Exhibit 10.92 to Registration Statement on Form S-4/A
                            (Registration
                            No. 333-81601) of East Coast Power L.L.C., filed on
                            November 19, 1999).
</TABLE>
<PAGE>   132

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
         10.93           -- Letter Agreement dated as of March 15, 1990 by and
                            between Texas Eastern Cryogenics, Inc. and Cogen
                            Technologies, Inc. (n/k/a RCM Holdings, Inc.)
                            (incorporated by reference to Exhibit 10.93 to
                            Registration Statement on
                            Form S-4/A (Registration No. 333-81601) of East Coast
                            Power L.L.C., filed on November 19, 1999).
         10.94           -- Agreement for Maintenance and Operations of IMTT-Bayonne
                            Chem South Boilers dated as of April 3, 1998, by and
                            between IMTT-Bayonne and Cogen Technologies NJ Venture,
                            as amended by Letter Agreement dated as of April 3, 1998,
                            by and between General Electric O&M Services and Cogen
                            Technologies NJ Venture, as assigned to The Prudential
                            Insurance Company of America pursuant to a Security
                            Agreement and Assignment dated as of December 15, 1988,
                            by and between Cogen Technologies NJ Venture and The
                            Prudential Insurance Company of America, and consented to
                            by IMTT-Bayonne pursuant to a Consent to Assignment dated
                            as of April 3, 1998, by IMTT-Bayonne in favor of Cogen
                            Technologies NJ Venture (incorporated by reference to
                            Exhibit 10.94 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.95           -- Security Agreement dated as of May 22, 1986, by and
                            between Cogen Technologies NJ, Inc. and Bayonne
                            Industries, Inc. (incorporated by reference to Exhibit
                            10.95 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on November 19, 1999).
         10.96           -- Assignment and Security Agreement, dated February 4,
                            1992, made by Cogen Technologies Camden GP Limited
                            Partnership in favor of General Electric Capital
                            Corporation (incorporated by reference to Exhibit 10.79
                            to Registration Statement on Form S-1/A (Registration No.
                            333-53533) of Cogen Technologies, Inc., filed on August
                            25, 1998).
         10.97           -- Purchase Agreement, dated as of August 2, 1999, between
                            East Coast Power Holding Company, L.L.C. and Mesquite
                            Investors, L.L.C. (incorporated by reference to Exhibit
                            10.97 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999)
         10.98           -- Contribution Agreement, dated as of August 2, 1999, among
                            ECT Merchant Investments Corp., Enron Capital Management
                            II Limited Partnership, Enron Capital Management III
                            Limited Partnership, Joint Energy Development Investments
                            II Limited Partnership, East Coast Power Holding Company
                            L.L.C., the California Public Employees' Retirement
                            System and Mesquite Investors, L.L.C. (incorporated by
                            reference to Exhibit 10.98 to Registration Statement on
                            Form S-4/A (Registration No. 333-81601) of East Coast
                            Power L.L.C., filed on October 15, 1999).
        *10.99           -- Consulting Services Agreement effective as of February 4,
                            2000 between East Coast Power L.L.C. and Joseph M.
                            Bollinger.
        *10.100          -- Senior Subordinated Credit Agreement dated as of December
                            29, 1999 among East Coast Power L.L.C., Bank of America,
                            N.A., as Initial Lender, and Bank of America, as Agent.
        *10.101          -- Energy Services Agreement dated as of February 14, 2000
                            between East Coast Power L.L.C., as Seller, and Tosco
                            Refining, as Buyer.
         21.1            -- Subsidiaries of the Company (incorporated by reference to
                            Exhibit 21.1 to Registration Statement on Form S-4/A
                            (Registration No. 333-81601) of East Coast Power L.L.C.,
                            filed on October 15, 1999).
        *27.1            -- Financial Data Schedule
</TABLE>

---------------

 * Filed herewith.