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 9

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          Comdisco borrows, on a nonrecourse basis, an amount equal to the            
          present value of the rental payments due under the lease (existing          
          financing) from a financial institution or insurance company.  Such         
          borrowing is secured by an assignment of the rents and a lien on            
          the equipment (existing lien).  Comdisco rarely obtains sufficient          
          proceeds from the existing financing to fund the total cost of the          
          equipment.  (The balance of the equipment cost is referred to as            
          the equity portion.  The equity portion ranges from 10 to 25                
          percent of the cost of the equipment, depending on the length of            
          the lease and the type of equipment.)  Comdisco recovers a portion          
          of the equity portion by entering into sale-leaseback transactions          
          with third parties.                                                         
               In a sale-leaseback transaction, the third party purchases the         
          equipment (subject to the existing lease and existing lien) and             
          leases it back to Comdisco.  Generally, the present value of rent           
          paid by Comdisco to the third party is less than the purchase price         
          paid by the third party.  The third party obtains the depreciation          
          deductions associated with the equipment and is entitled to the             
          residual value of the equipment at the end of the lease.  Ideally,          
          the transaction is structured so that the third party can recover           
          most of his investment from the residual value and profits from the         
          tax savings he receives from depreciation and interest deductions.          
          Comdisco also obtains a tax benefit from the transaction; the sale-         
          leaseback transaction allows Comdisco a deduction for the rent it           
          pays to the third party (instead of a deduction for depreciation of         

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