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 48

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               On September 27, 1993, Mr. Snyder, Ms. Ortmann, and Mr.                  
          Trznadel flew to Minneapolis to meet with Messrs. Beadie and                  
          Steffen (NEFI’s attorneys) to discuss the “red-lined drafts” of the           
          documents.  During the meeting, Messrs. Beadie and Steffen provided           
          CIG with their changes to the drafts.                                         
               On September 27, 1993, Mr. Parmentier contributed $196,000 to            
          the capital of Andantech (Mr. Parmentier borrowed the entire amount           
          from Banque Internationale de Luxembourg), and Mr. de la Barre                
          d’Erquelinnes contributed $4,000 to the capital of Andantech (the             
          source of funds for Mr. de la Barre d’Erquelinnes’s capital                   
          contribution is not reflected in the record).  Andantech retained             
          N.V.O. Computerleasing B.V. (NVO), a Dutch corporation directed by            
          Nicholas van Onselen, as its first manager.12  A Dutch corporation            
          was chosen to avoid conducting any business activity in the United            
          States or Belgium.                                                            
               The operating agreement of Andantech, dated September 28,                
          1993, provided for a priority return for Mr. de la Barre                      
          d’Erquelinnes (or his successor in interest).  Specifically, the              
          agreement provided that if, at the time of a distribution from the            
          partnership, Mr. de la Barre d’Erquelinnes had made capital                   
          contribution other than his initial capital contribution of $4,000,           
          then distributions were to be made first to him in an amount equal            
          to his priority return (6 percent of his unreturned capital                   

               12   In subsequent years, its managers were James Fetzer and             
          Andrew Rupprecht, NEFI employees.                                             

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