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 58




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               * * generated $168,000 in net interest income for                        
               assuming a short-term, unsecured credit position with                    
               Comdisco * * *.                                                          
                         *     *    *    *    *    *    *                               
               Although Comdisco has historically prepaid each                          
               receivable purchase transaction that NationsBank has                     
               funded, the company may elect not to prepay the proposed                 
               purchase.  In this situation, NationsBank would hold a 36                
               month, unsecured loan to Comdisco at 75bp.  In electing                  
               not to prepay, Comdisco would reduce its ability to fund                 
               future transactions in the bank market.                                  
                         *     *    *    *    *    *    *                               
               Based on the credit quality of Comdisco * * * , the                      
               adequate yield * * *, and prepayment history we have                     
               experienced in identical transactions, I recommend                       
               approval of the $88MM TML. * * *                                         
               On October 29, 1993, NationsBank purchased from Andantech (on            
          a nonrecourse basis) a portion of the rents due from Comdisco under           
          the equipment lease for $87,805,802, pursuant to the lease                    
          receivable purchase agreement.  Pursuant thereto, NationsBank                 
          received “designated rights” that included the right to receive the           
          rents but not the equipment.                                                  
               The rents purchased by NationsBank (aggregating $94,109,445)             
          were those payable pursuant to the equipment lease after October              
          29, 1993, and before the early termination dates.  Pursuant to a              
          Consent and Agreement, Comdisco agreed to make payment of the rents           
          to NationsBank.                                                               
               Under the terms of the term note for the purchase of the                 
          equipment, Andantech’s sale of the rents to NationsBank accelerated           
          the term note.  Andantech directed NationsBank to wire transfer the           






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