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to two end users requested written consent for a sale to “a bank
with a combined capital and surplus of at least $50,000,000”. A
letter to another end user stated that the sale was to a Wyoming
limited liability company. The letters to the end users also
stated that Comdisco had the option to repurchase the equipment at
the end of the lease and “expect[ed] to do so”.
On August 30, 1993, Ms. Grossman faxed CIG Norwest’s credit
standards for end users of the equipment.6
B. NEFI’s Credit Approval Presentation
Mark Valentine, assistant vice president of credit for NEFI,
managed a staff of credit analysts and officers. His role in the
sale-leaseback transaction involved herein was limited to reviewing
Comdisco’s creditworthiness and ability to service any acquired
portfolio of leased computers.
On September 2, 1993, having received information regarding
the proposed sale-leaseback transaction from Ms. Grossman, Mr.
Valentine authorized a “Transaction Credit Analysis”, referred to
within NEFI as a “Credit Approval Presentation” (CAP). The stated
purpose of the CAP was to review “Comdisco’s ability to service an
acquired portfolio and, in the event of a sub-leasee default,
replace equipment leases.” The CAP emphasized that the risk of the
6 The creditworthiness of the end user was important
because the computers sold (as well as the rents due Comdisco
from the end users) had been used by Comdisco as collateral to
secure its own loans and were subject to the existing liens.
Ms. Grossman, however, did not inquire into the amounts of the
existing liens, and that information was not provided to her.
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