- 30 -
compounded monthly) plus his unreturned capital. Distributions
would then be made to Mr. Parmentier to the extent of his
unreturned capital. Any remaining amount would be distributed
among the members in proportion to their percentage interests.
Mr. Snyder did not disclose the identity of the foreign
investors to Ms. Grossman or to other NEFI representatives, nor did
he disclose the identity of the U.S. company to Mr. Parmentier. In
October or November 1993, Ms. Grossman learned that Mr. Parmentier
was a partner in Andantech; in November 1993, Messrs. Steffen and
Beadie learned Mr. Parmentier’s identity.
On September 28, 1993, Andantech and Comdisco executed an
“Equipment Purchase Agreement” (the purchase agreement), an
“Equipment Lease” (the equipment lease), and other documents, which
memorialized the sale-leaseback of 40 IBM mainframe computers (the
equipment) then owned by Comdisco. At the time the purchase
agreement was executed, the equipment was under lease to various
end users. Pursuant to the purchase agreement, the equipment was
sold subject to the user leases and liens in favor of different
Comdisco lenders.
A. The Purchase Price
The purchase price for the equipment was $122,415,762; the
purchase price was paid: (1) $14,995,931 in cash, which Union Bank
of Switzerland (UBS) lent to Andantech (the bank loan); and (2) the
$107,419,831 balance, by Andantech’s notes, consisting of (i) a
series of nine junior nonrecourse balloon notes (junior promissory
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