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company will be found.” Mr. Parmentier was interested in
participating in the transaction but was concerned about his
potential tax liability, as well as the financial risk.
On September 17, 1993, Mr. Temko sent a letter (by facsimile)
from Mr. Parmentier to Comdisco “confirming the terms upon which he
and his co-investor are prepared to participate in the proposed
transaction.” Mr. Temko requested that Comdisco countersign the
letter. Mr. Parmentier’s conditions included assurances from
Comdisco that if the transaction did not proceed as reflected in
the flowcharts, then Mr. Parmentier and his partner could (1)
promptly recover their $200,000 investment, (2) withdraw from
Andantech at no expense, (3) incur no potential liability for
Andantech debts, and (4) incur no potential liability in connection
with managing Andantech. Further, Mr. Parmentier asked Comdisco to
provide assurances that he would be able to exchange his interest
for preferred stock on the basis described in the flowcharts and
realize the full value of the preferred stock “without any
significant risk of impairment”. Mr. Snyder advised Mr. Parmentier
that Comdisco could not make the requested assurances. However, by
letter dated September 24, 1993, Mr. Snyder confirmed to Mr.
Parmentier:
there will be no impediment to the sale of the preferred
shares at any time such a sale should be desired. (It
would be appreciated, from a tax point of view, if no
sale were arranged for one year, but no such legal
restriction would exist.)
Let me also confirm that, if the U.S. Company
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