Andantech L.L.C., Wells Fargo Equipment Finance, Inc. (f.k.a. Norwest Equipment Finance, Inc.), Tax Matters Partner, and Wells Fargo & Co., A Partner Other Than the Tax Matters Partner, et al. - Page 46

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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.                  
               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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