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capital contributions made by RD Leasing and EICI. Pursuant to a
Capital Contribution Agreement, dated December 10, 1993, RD Leasing
and EICI were obligated to make contributions to the capital of
Andantech in amounts proportionate to their respective membership
interests; accordingly, RD Leasing contributed $14,817,382.05, and
EICI contributed $302,395.55 to Andantech.
RD Leasing received from NEFI the $14,817,382.05 it needed to
contribute to the capital of Andantech. (NEFI had agreed (in the
Exchange Agreement) that it would purchase 100 additional shares of
common stock in RD Leasing for $14,817,382.05.) EICI borrowed from
UBS the $302,395.55 it needed to contribute to the capital of
Andantech. The bank records show that Comdisco guaranteed the UBS
loan to EICI.
RD Leasing and EICI made their capital contribution by wiring
$14,817,382.05 and $302,395.55, respectively, directly to UBS’
account in payment of the bank loan.
VIII. Sale of Computer to End User
In April 1994, one of the end users opted to purchase the IBM
9021 computer equipment it subleased from Comdisco. The computer
was one that had been sold to Andantech. Andantech did not receive
any of the proceeds from that sale. Instead, Comdisco elected to
substitute replacement equipment. Comdisco neither provided notice
to Andantech that it was exercising its right to substitute
replacement equipment nor invoked the procedures for substitution
required by the equipment lease.
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