Message-ID: <19380106.1075860486412.JavaMail.evans@thyme> Date: Sun, 20 Aug 2000 14:25:00 -0700 (PDT) From: michelle.cash@enron.com To: dan.lyons@enron.com Subject: Re: Prospective Buyer Issues Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Michelle Cash X-To: Dan Lyons X-cc: X-bcc: X-Folder: \Michelle_Cash_Dec2000\Notes Folders\All documents X-Origin: Cash-M X-FileName: mcash.nsf I have not prepared one and am not aware of one in place -- that is why I prefaced my comments with that. Randy's email made it sound like there was one. Sorry I'm not more help on this. Michelle Dan Lyons 08/18/2000 09:42 AM To: Michelle Cash/HOU/ECT@ECT cc: Randal Maffett/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT, rstephens@bracepatt.com Subject: Re: Prospective Buyer Issues Do we have a CA with these people? Michelle Cash 08/17/2000 11:15 PM To: Randal Maffett/HOU/ECT@ECT cc: rstephens@bracepatt.com, Dan Lyons/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT Subject: Re: Prospective Buyer Issues As far as I am concerned, if we have a CA in place , we are ok in disclosing the data regarding employees you describe. Good luck! MHC Randal Maffett 08/17/2000 01:55 PM To: rstephens@bracepatt.com cc: Dan Lyons/HOU/ECT@ECT, Richard B Sanders/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT Subject: Prospective Buyer Issues Per my v-mail: I'm actively engaging prospective buyers for Ecogas (ENA's stock). A couple of questions: Under the "Come-Along" provision [Sec. 8(d)(ii)] of the Stockholder's and Voting Agreement am I correct assuming that if ENA finds a willing buyer and acceptable price that we can effectively require/force all other shareholders to sell under the same terms, etc...? If the terms of such a sale included non-cash items (stock, stock options, gas contracts, power contracts, tolling agreements, etc....) is it also correct to assume that those items would be valued (for the non-ENA shareholders) at "Fair Market Value" pursuant to Sec. 7? In some cases the discussions are elevating quickly to very senior levels and there are certain questions that are being asked and/or going to be asked relative to the Securities Purchase Agreement, Business Opportunities Agreement, JB Employment Agreement and Stockholder's and Voting Agreement. Assuming the prospective buyer is under a Conf Agrmt, are there any restrictions to my discussing or disclosing material facts relative to these agreements and/or providing them a copy? I appreciate your feedback ASAP. RTM