Free Motion in Limine - District Court of Delaware - Delaware

Case 1:04—cv—00583-GI\/IS Document 71-3 Filed 08/15/2005 Page1 0f4
EXHIBIT B

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_i 1 Q. And do you know whether or not Compaq
. 2 issued a parent company guarantee?
· 3 A. No. . ‘
4 Q. There are other witnesses lined up in the
_ 5 lineup who I think those questions might be more `
6 appropriately directed to.
. 7 The next paragraph, which I think we would
8 all agree is the meat of the coconut of the claim that ._
I 9 Lexmark has asserted against Compaq and HP is, and I'll
10 quote, "In connection with such purchase, Custom Edge,
- 11 Inc., also assumed the obligation to pay all the
. 12 outstanding amount on the referenced account, subject to
" _ 13 the terms and conditions of such account." n -
14. That sentence I've read, is that what you
15 have been referring to when you've testified that
16 Lexmark got a guarantee from Compaq?
17 A. · Not really.
` _ 18 Q. Is there any other written communication
I 19 in which this guarantee was communicated to Lexmark?
20 A. Not to my knowledge. n
21 Q. When you say not really, what do you mean
22 by thati? y l
23 A. In my mind, the drawer, as we've referred
- 24 to it, was an Inacom drawer in my mind, and that's why I
I 25 must speak my mind. It really did not relate to the
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Case·1:04—cv-00583-GIVIS Docu.ment71-3 Filed 08/15/2005 Page3of#L
1 outstanding amount mentioned here on this document, you
_ 2 see. .
3 Q. Was there some other oral communication
C 4 between Compaq and Lexmark that -- strike that.
· 5 Did you do anything or direct anybody on
6 your team to do anything after you got this letter? ·
Z 7 A. You mean after jumping for joy? I'm sure_
_ 8 that I did. I cannot remember. .My next recollection
n 9 would deal with what any M & A, merger and acquisition,
10 would be, and that is how were we going to get process,
· 11 fluid process on ordering and scheduling and invoicing,
_ 12 collections, because that's kind of my background. .
. A n 13 Q. The logistics of it?
14 A." Yes. Working with a client. .
‘ 15 Q. I think that you testified a little while
_ 16 ago that the post closing process of the transition from
.17. Inacom to Custom Edge may not have been as smooth as
18 would have been desirable; is that a fair statement?`
n - 19 A. Lot of confusion. ‘
n 20 Q. In connection with that transition were
` . 21 there open payables that Custom Edge or Compaq let go
_ 22 beyond their ordinary net 30 terms? Do you recall A
— 231 hating delinquencies in connection with the accounts
’ 24 payable that were assumed by Compaq in connection with
I · 25 the transition? .
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‘ 2 Q. When you got this letter, a copy of this E
3 letter that Mr. Francis sent to Ms. Atchinson, was it in g
4 your mind -— was it your understanding that this letter ·
5 would cover a situation such as we find ourselves in Q
6 now, with Inacom having filed bankruptcy and being sued
I 7 tor a preference, that Compaq would promise to, in
8 essence, reimburse Lexmark under this scenario? ·
` 9 A. As I stated before, I saw this as a
10 guarantee of payment for future liabilities and the _
11 ability to work with an account and sustain its business
12 and my business-and —— I thought this was a good thing. `
-` 13 I would have never speculated beyond that very fact, b ·
` 14 because we had worked very hard and very long on this
15 whole issue on a daily basis now for three months we're
_ 16 working on this particular issue. And this was in my
_ 17 mind a significant sign post, and that's what I recall. `
n 18 Q. In your personal opinion did Compaq
. 19 perform on its-guarantee as you understood it?
20 - A. As I recall, yes.
V 21 MS. DUMAS: Mr. Kendrick, I don't have
n 22 any more questions for you. Thank you. F
.23 MR. NOLAN: I don't have any further
n · 24 questions, either. ‘ i
1 25 (DEPOSITION CONCLUDED 1:41) M
·` · . I ACTION COURT REPORTERS W ` I 111

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