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 67




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          1996, value of the equipment in category A, and as to the October             
          27, 1996, values of the equipment in categories B,  C, and D.  As             
          a result of the appraisal, Andantech accepted Comdisco’s                      
          determination that the value of the equipment in categories B                 
          through D did not exceed the principal plus accrued interest on               
          three of the balloon notes.  Accordingly, on December 5, 1996,                
          Andantech executed a bill of sale of the equipment in categories B            
          through D to Comdisco.  On December 12, 1996, Comdisco canceled               
          three of the balloon notes.                                                   
               The three bills of sale that Andantech executed in 1996 (the             
          1996 bills of sale) conveyed to Comdisco the identical computers              
          that Andantech had acquired pursuant to the 1993 bill of sale.  The           
          serial numbers on the 1996 bills of sale were identical to those on           
          the 1993 bill of sale.  Thus, the 1996 bills of sale reflect that             
          Comdisco never replaced any of the computers (i.e., did not                   
          substitute a different computer for any of the original Equipment).           
               As stated previously, the equipment lease provided that                  
          Comdisco would pay an early termination supplement if it elected to           
          exercise its early termination option.  Comdisco paid early                   
          termination supplements of $289,076, $57,084, and $7,206.  Pursuant           
          to Andantech’s operating agreement, Andantech made an early                   
          termination distribution of $353,366 to EICI.                                 
          X.   Dissolution of RD Leasing and Andantech                                  
               On May 1, 1997, RD Leasing was dissolved.  On or about May 29,           
          1997, Andantech was dissolved.                                                





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