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 49

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          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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