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 7

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                                  FINDINGS OF FACT                                    
               Some of the facts have been stipulated and are found                   
          accordingly.  The stipulations of facts and the attached exhibits           
          are incorporated herein by this reference.                                  
          I.   Norwest and Its Affiliated Group                                       
               A.   Norwest                                                           
               At all relevant times, Norwest was a Delaware corporation,             
          maintaining its principal place of business in Minneapolis,                 
          Minnesota.  In 1998, Norwest merged with Wells Fargo & Co.  Norwest         
          was the surviving corporation, but it subsequently changed its name         
          to Wells Fargo & Co.                                                        
               Norwest is a bank holding company registered with the Federal          
          Reserve Bank under the Bank Holding Company Act of 1956.  Norwest’s         
          affiliates provide banking and other financial services.  From 1993         
          through 1996, Norwest and its affiliated corporations filed                 
          consolidated Federal income tax returns.  Norwest is a publicly             
          held company whose stock is traded on the New York Stock Exchange           
          and on the Midwest Stock Exchange.                                          
               J. Daniel Vandermark was Norwest’s senior vice president of            
          tax; he reported to John Thornton, Norwest’s chief financial                
          officer.  All sale-leasebacks had to be approved by Mr. Vandermark.         
               B.   NEFI                                                              
               Norwest Equipment Finance, Inc. (NEFI), now known as Wells             
          Fargo Equipment Finance, Inc., is a Minnesota corporation engaged           
          in the business of equipment leasing.  At all relevant times, NEFI          

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