Message-ID: <3289057.1075853227639.JavaMail.evans@thyme> Date: Thu, 20 Jul 2000 08:37:00 -0700 (PDT) From: pheath@velaw.com To: richard.b.sanders@enron.com Subject: Enron/Ecogas Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "Heath, Paul" X-To: "Richard Sanders (E-mail)" X-cc: X-bcc: X-Folder: \Richard_Sanders_Oct2001\Notes Folders\Ecogas X-Origin: Sanders-R X-FileName: rsanders.nsf Richard- The following is a list of initial due diligence items that we need to review in advance of a more comprehensive meeting: 1. All closing documents for the Enron stock purchase and loan. 2. Corporate organizational chart for both personnel and legal entities. 3. All audited and interim financials on Ecogas since January of 1999 (on an entity by entity basis, if available). 4. List of payables on a per entity basis. 5. All major customer contracts (e.g. Frito Lay), real property leases and any leases at waste disposal sites. 6. Enron consulting agreement and any employment agreements. 7. Organizational documents for each entity. 8. List of intercompany payables. 9. All documents relating to long tem debt (e.g. bonds) and notes on trade payables. 10. All internal Enron business and financial reports evaluating whether to make the investment and any subsequent Enron business or financial reports evaluating the business. 11. Legal analysis prepared by counsel to Enron regarding Ecogas. 12. Ecogas board minutes since July of 1999. 13. Any Ecogas business plans submitted to Enron. 14. Any appraisals or valuations of Egogas or its assets. 15. Information submitted to IRS in connection with request for private letter ruling on Section 40 tax credits. 16. List of any transfers made to ENA by Ecogas since July of 1999. 17. Documents relating to Fidelity tax credits. 18. Documents relating to Freshgas letter of credit. These documents should give us a good start in evaluating the situation. Please feel free to send them to me on a piecemeal basis. Thanks again for using V&E on this engagement and I very much look forward to working with you and your team. Paul Heath Vinson & Elkins L.L.P. 3700 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201-2975 Phone 214.220.7976 Fax 214.999.7976 E-mail pheath@velaw.com PRIVILEGED AND CONFIDENTIAL Contains attorney-client communications and or attorney work product