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 21

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                    As will be shown below, the unusual U.S. treatment                
               of these income amounts creates an opportunity for an                  
               “arbitrage” between the U.S. tax system and that of                    
               another country (such as Belgium) which does not treat                 
               the amounts as currently taxable income.                               
                    The essential elements of the transaction are as                  
                    1.   Two Belgian individuals, with experience in all              
               aspects of the leasing business, purchase a portfolio of               
               U.S. computer equipment from Comdisco, Inc. (“Comdisco”).              
               The purchase is made through an entity that is treated as              
               a partnership for U.S. tax purposes (the “Partnership”).               
               The equipment is immediately leased back to Comdisco,                  
               which in turn subleases the equipment to its customers,                
               the users of the equipment.  Neither the Partnership nor               
               its partners are subject to U.S. tax.                                  
                    2.   Subsequently, the Partnership sells to a bank                
               the right to receive the rents payable by Comdisco under               
               the lease.  The sale of the Comdisco rent stream is                    
               without recourse to either the Partnership or to the                   
               equipment.  Accordingly, from a U.S. point of view, all                
               of the rental income from the Comdisco lease is deemed to              
               have been accelerated.  Stated another way, the sale of                
               the rent stream removes or “strips” the rental income                  
               from the leased equipment.                                             
                    3.   At a later date, but without any prior                       
               commitment (formal or informal) to do so, a U.S. company               
               may acquire a 98% interest in the Partnership, utilizing               
               certain provisions of the U.S. tax code under which tax                
               attributes carry over to the new owner.                                
                    4.   The U.S. company, as 98% partner, would be                   
               entitled to depreciation with respect to 98% of the cost               
               of the equipment.  No rental income would be reportable                
               by the U.S. company, that income having been accelerated               
               into the tax period prior to the U.S. company’s becoming               
               a partner.                                                             
                    5.   The resulting U.S. tax savings from the                      
               depreciation would be permanent tax savings, not mere                  
               deferrals.  They would be reflected in reported earnings.              
               The law firm of Baker & McKenzie provided Comdisco with legal          
          services related to the sale-leaseback transactions.                        

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