Re: Prospective Buyer Issues

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