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Additionally, Comdisco agreed to indemnify Messrs. Parmentier and
de la Barre d’Erquelinnes from Federal income taxes with respect to
the rents, proceeds from the sales of rents, or proceeds from the
sale of the equipment, provided (1) they did not engage in any
activities in the United States, and (2) Andantech, Mr. Parmentier,
and Mr. de la Barre d’Erquelinnes did not maintain a permanent
establishment in the United States.
Comdisco had the right to substitute a replacement computer
(replacement equipment) for a leased computer, but only if the
sublease (to an end user) of the computer terminated and a person
unrelated to Comdisco (such as an end user) made a bona fide offer
to purchase the computer. In that event, Andantech (as lessor) had
the right to request reasonable documentation from Comdisco before
transferring title pursuant to a bill of sale. If the replacement
equipment did not have the same model number as the leased
computer, then the replacement equipment had to have a then value
and an estimated residual value (supported by appraisals provided
by Comdisco), as well as a remaining useful life, at least as great
as those of the substituted computer.
C. The Bank Loan
UBS made a $14,995,931 bank loan to Andantech for the cash
portion of the purchase price. Denis Campbell, the account manager
at UBS who managed Comdisco’s account, worked on the bank loan.
UBS had been the lender in four prior Comdisco leveraged sale-
leaseback transactions, and Mr. Campbell had worked on all of those
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