Message-ID: <30107140.1075845882125.JavaMail.evans@thyme> Date: Sun, 18 Mar 2001 14:08:00 -0800 (PST) From: cwelsh@llgm.com To: kay.mann@enron.com Subject: Fuel Cell Purchase Agreement Cc: jklauber@llgm.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: jklauber@llgm.com X-From: "CHARLES WELSH" X-To: KAy.mann@enron.com X-cc: "JOHN G KLAUBERG" X-bcc: X-Folder: \Kay_Mann_June2001_2\Notes Folders\Fuel cells X-Origin: MANN-K X-FileName: kmann.nsf Kay, John Klauberg forwarded your email requesting a "fatal flaw" review under Connecticut law and also your question relating to the granting of a security interest under the agreement. The agreement does not appear to have any "fatal flaws" with respect to enforceability under Connecticut law. There are no liquidated damages provisions or "sole" remedy provisions that are often times problematic. The contract does contain a rather extensive force majeure provision which we have not fully analyzed under Connecticut law, but the provision appears to be reasonably drafted and should not be a problem. If you would like, we can take a closer look at it for precedents under Connecticut law. As to the granting of the security interest and the filing of financing statements, we think that these provisions are reasonable for this type of contract and merely provide the seller with a mechanism for perfecting its security interest. I have attached a memorandum that addresses this issue under Connecticut law. Please call me at the number set forth below if you have any questions regarding this email or the attached memorandum, or if I may be of any other assistance. Regards. Chuck Welsh This e-mail, including attachments, contains information that is confidential and it may be protected by the attorney/client or other privileges. This e-mail, including attachments, constitutes non-public information intended to be conveyed only to the designated recipient(s). If you are not an intended recipient, please delete this e-mail, including attachments, and notify me by return mail, e-mail or at (860) 293-3723. The unauthorized use, dissemination, distribution or reproduction of this e-mail, including attachments, is prohibited and may be unlawful. Charles R. Welsh LeBoeuf, Lamb, Greene & MacRae, L.L.P. Goodwin Square 225 Asylum Street Hartford, Connecticut 06103 (860) 293-3723 Email: cwelsh@llgm.com - memotoch.DOC