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 32

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          incorporation of a then-dormant corporation, known as Radio Dealers         
          Leasing, Inc.,4 be amended so as to change the name of the                  
          corporation to RD Leasing, Inc. (RD Leasing).5  RD Leasing was to           
          become the U.S. company involved in the sale-leaseback transaction          
          which is the subject of this litigation.                                    
               On August 6, 1993, Ms. Ortmann provided Ms. Grossman with a            
          portfolio of computers owned by Comdisco valued at $94 million              
          which could be the subject of a cross-border equipment leasing              
          transaction.  The equipment Comdisco proposed to sell and                   
          simultaneously lease back was subject to existing leases between            
          Comdisco (as lessor) and others (i.e., large corporations and               
          institutions) as end users.  The equipment was also subject to              
          existing liens securing nonrecourse loans.  Some of the existing            
          leases required the consent of the end user to any sale of the              
          equipment by Comdisco.  A draft of a letter to one of the end               
          users, dated August 30, 1993, requested written consent to a sale           
          of the equipment to Norwest Bank Corp. and assured that the                 
          “transfers are subject, subordinate to and in no way alter your             
          rights under the Lease.  Comdisco remains responsible for all of            
          its obligations as Lessor of the Equipment to the same extent as if         
          the transfers had not occurred.”  Letters dated September 7, 1993,          

               4    Radio Dealers Leasing, Inc., was organized as a                   
          corporation under Minnesota law on Apr. 20, 1988.                           
               5    NEFI owned all the common stock of RD Leasing during              
          the years in issue and through the dissolution of RD Leasing in             

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