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 57




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          Comdisco transactions had been prepaid in that timeframe.                     
          V.   Sale of Comdisco Rents (Appendix D)                                      
               On September 29, 1993, and October 13, 1993, Ms. Ortmann sent            
          Mr. Beadie drafts of a “corrected lease receivable purchase                   
          agreement”.  Mr. Beadie reviewed and made handwritten notations on            
          these drafts.                                                                 
               Michael Zehfuss is the manager for NationsBank in charge of              
          Comdisco’s account.  In October 1993, he began working on the                 
          transaction in which NationsBank was to purchase a portion of the             
          rents payable under the lease by Comdisco to Andantech.                       
               NationsBank had established a credit limit (i.e., a limitation           
          on the extension of credit) of $125 million for Comdisco.  The                
          proposed purchase of rents would have placed NationsBank’s exposure           
          (without considering demand deposit overdrafts) at $138 million.              
          Consequently, the transaction required the approval of numerous               
          NationsBank officers.  Because of logistical problems, final                  
          approval for the transaction was not given until October 27, 1993.            
               NationsBank’s records show that the bank treated the                     
          transaction as a loan to Comdisco and anticipated prepayment by               
          March 28, 1994.  The bank’s records describe the transaction as               
          follows:                                                                      
               Comdisco has approached NationsBank to provide financing                 
               for a sale/leaseback transaction involving a lease                       
               receivable purchase with Comdisco as the obligor.  The                   
               proposed structure is identical to two lease receivable                  
               purchases the Bank funded for Comdisco in September 1991                 
               ($10MM related to Astropar L.P) and May 1992 ($35MM                      
               related to Compupar L.P.).  Each of these transactions *                 





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