SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF ORANGE

WELLS FARGO BANK MINNESOTA, )

NATIONAL ASSOCIATION, as )

Indenture Trustee, )

)

Plaintiff, )

)

vs. ) No. 03CC09262

)

GADRAJ & SONS, IMPORT AND )

EXPORT, INC., dba )

ARTICS-KAIZEN, a California )

corporation; etc., et al., )

)

Defendants. )

________________________________)

)

AND RELATED CROSS-COMPLAINT. )

________________________________)

DEPOSITION OF EILEEN RENÉE O'CONNOR

Irvine, California

Wednesday, July 14, 2004

Reported by:

SUZANNE STRINGFELLOW

CSR No. 5652

JOB No. 622739

1 SUPERIOR COURT OF THE STATE OF CALIFORNIA

2 COUNTY OF ORANGE

4 WELLS FARGO BANK MINNESOTA, )

NATIONAL ASSOCIATION, as )

5 Indenture Trustee, )

)

6 Plaintiff, )

)

7 vs. ) No. 03CC09262

)

8 GADRAJ & SONS, IMPORT AND )

EXPORT, INC., dba )

9 ARTICS-KAIZEN, a California )

corporation; etc., et al., )

10 )

Defendants. )

11 ________________________________)

)

12 AND RELATED CROSS-COMPLAINT. )

________________________________)

15 Deposition of EILEEN RENÉE O'CONNOR, taken on

16 behalf of Plaintiff, at 18201 Von Karman, Suite

17 1100, Irvine, California, beginning at 8:05 a.m.

18 and ending at 12:21 p.m., on Wednesday, July 14,

19 2004, before SUZANNE STRINGFELLOW, Certified

20 Shorthand Reporter No. 5652.

1 APPEARANCES:

3 For Plaintiff:

4 KUTAK ROCK LLP

BY: EDWIN J. RICHARDS

5 BY: GRACE Y. HOROUPIAN

Attorneys at Law

6 18201 Von Karman Avenue, Suite 1100

Irvine, California 92612-1077

7 (949) 417-0999

For Defendants and Cross-Complainants:

LAW OFFICES OF DALE E. WASHINGTON

10 BY: DALE E. WASHINGTON

Attorney at Law

11 9550 Warner Avenue, Suite 250

Fountain Valley, California 92708

12 (714) 593-2317

1 INDEX

2 WITNESS EXAMINATION

3 EILEEN RENÉE O'CONNOR

5 BY MR. RICHARDS 8

6 BY MR. WASHINGTON 76

EXHIBITS

DEPOSITION PAGE

1-A Equipment Lease Agreement; 11/2/00; Bates 26

11 No. WF 03909

12 1-B Crocker Capital Equipment Lease, 11/2/00; 26

Bates No. WF 03913

1-C Insurance Verification; Bates Nos. WF 03921 28

1-D UCC Direct For Windows Order Record Print; 29

15 11/2/00; Bates No. WF 03923

16 1-E Lease Schedule; Bates Nos. WF 03907 - 3908 30

17 1-F Equipment Schedule A, 11/2/00; Bates No. WF 31

03914

1-G Options of Lessee, 11/2/00; Bates No. WF 31

19 03920

20 1-H Equipment Lease Guaranty, 11/2/00; Bates 32

Nos. WF 03915 through 3916

1-I Crocker Assignment and Bill of Sale; Bates 32

22 No. WF 03906

23 1-J Equipment Lease Guaranty, 11/2/00; Bates 33

Nos. WF 03917 through 3918

1-K Corporate Lessee's Equipment Lease 33

25 Agreement, 11/2/00; Bates No. WF 03919

1 INDEX (Continued):

3 EXHIBITS

4 DEPOSITION PAGE

5 1-L Call Center Technologies Invoice; Bates No. 33

WF 03922

2 Third Amended and Restated Indenture, 20

7 8/1/00; WF 16562 through 16697

8 3 Supplement to Indenture; Bates Nos. WF 16698 22

through 16750 and WF 00351 through 00374

4-1 Terminal Finance Corp II Distribution List; 36

10 11/27/00; Bates No. WF 00825

11 4-2 Warehouse Funding Report; Bates Nos. WF 40

00826 through 00827

4-3 Terminal Finance Corp Lease Schedule, 41

13 10/31/00; Bates Nos. WF 00828 through 00829

14 4-4 Concentration Limit Check List, 11/27/00; 43

Bates Nos. WF 00830 through 00831

4-5 Terminal Finance Corp Lease Schedule, 44

16 11/27/00; Bates No. WF 00832

17 4-6 Fax coversheet to Kevin Redmond from Laura 44

Kissoon, 11/24/00; Bates No. WF 00833

4-7 E-mail to Laura Kissoon from Tony Lancette, 45

19 11/27/00; Bates No. WF 00834

20 4-8 Handwritten notes; Bates No. WF 00835 46

21 4-9 Cash flow worksheets; 11 pages 49

22 5 Letter to Eileen O'Connor from Robert 59

Heller, 2/14/01; Bates No. WF 02279

6 Letter to Terminal Marketing Company from 59

24 Eileen O'Connor, 2/14/01; Bates No. WF 00280

25 7 Internal system screen print; 1 page 60

1 INDEX (Continued):

3 EXHIBITS

4 DEPOSITION PAGE

5 8 Monthly Servicer Report, 12/2000; Bates Nos. 68

WF 00621 through 00634

9 Monthly Servicer Report, 11/2000; Bates Nos. 69

7 WF 00607 through 00620

8 10 Monthly Servicer Report, 10/2000; Bates Nos. 70

WF 00593 through 00606

11 Monthly Servicer Report, 9/2000; Bates Nos. 70

10 WF 00580 through 00592

11 12 Funding Check List, 3/15/00; Bates Nos. WF 71

01425 through 01427

13 Amended and Restated Servicing Agreement, 75

13 8/1/00; Bates Nos. WF 16779 through 16831

14 14 Amended and Restated Lease Acquisition 75

Agreement, 8/1/00; Bates Nos. WF 16840

15 through 168925

16 15 Service/Master Servicer On-Site Review; 87

Bates No. WF 21838

16 "The Trustee's Role in Asset-Backed 98

18 Securities," 3/12/03; 3 pages

19 17 Note Administration Agreement; Bates Nos. WF 120

16947 through 16953

18 Fax to Eric Ruggieri from Melissa Dahl, 124

21 1/12/01; Bates Nos. WF 00342 through 00344

22 19 E-mail to Tony Lancette from John Weidner, 129

1/5/01; Bates No. WF 21821

20 E-mail from Eileen O'Connor, 1/18/01; Bates 142

24 No. WF 21823

1 INDEX (Continued):

3 INSTRUCTION NOT TO ANSWER

4 PAGE LINE

5 108 8

11 REFERENCE REQUESTED

12 PAGE LINE

13 52 25

54 3

14 62 4

1 Irvine, California, Wednesday, July 14, 2004

2 8:05 a.m. - 12:21 p.m.

4 EILEEN RENÉE O'CONNOR,

5 having been first duly sworn, was examined and testified

6 as follows:

8 EXAMINATION

9 BY MR. RICHARDS:

10 Q Would you state your fall name for us, please.

11 A Eileen Renée O'Connor.

12 Q And let me begin by just pointing out we're

13 here taking your deposition in the case of Wells Fargo

14 versus Gadjraj, et al.

15 Have you ever given a deposition before in any

16 case?

17 A Yes.

18 Q Any questions about the procedures?

19 A No.

20 Q You understand that the testimony you're

21 giving, you're giving under oath?

22 A Correct.

23 Q Everything we say is being recorded?

24 A Yes.

25 Q And that the testimony that you're giving today

1 could potentially be utilized in the trial in this

2 matter; do you understand that?

3 A Yes.

4 Q With whom are you presently employed?

5 A Wells Fargo Bank.

6 Q And how long have you been employed with them?

7 A 15 years.

8 Q Where do you presently reside?

9 A Delafield, Wisconsin.

10 Q How long have you resided there?

11 A Three years.

12 MR. RICHARDS: Help me, Grace, the trial in

13 this matter is set for --

14 MS. HOROUPIAN: July 26th.

15 BY MR. RICHARDS:

16 Q July 26th. Are you available to testify on

17 that date?

18 A No, I am not.

19 Q And why not?

20 A I will be on family vacation.

21 Q And the Wisconsin address that you gave me, is

22 that your permanent residence?

23 A Yes.

24 Q You've worked 15 years with Wells Fargo. What

25 is your current position?

1 A I am a client services manager for corporate

2 trust services structured products group in the

3 asset-backed securities division.

4 Q And let me direct your attention to the time

5 period of the second half of the year of 2000. During

6 that period of time, what was your job with Wells Fargo?

7 A I was a relationship manager.

8 Q With what department or division?

9 A The same department, corporate trust services

10 structured products group.

11 Q Can you tell me what does the corporate

12 services division group do, what are their

13 responsibilities?

14 A Trustee/backup servicer custodian for companies

15 that securitize their assets.

16 Q And the asset-backed securities division, what

17 do they do?

18 A The same thing, except we are focused on the

19 asset-backed securities market, customers' securitizing

20 assets such as auto loans, equipment leases,

21 time-shares, business loans, things of that nature.

22 Q What is an asset-backed security?

23 A An asset-backed security is a pool of assets

24 that are similar in characteristics that are pooled

25 together and subsequently backed by a note that is sold

1 to the secondary market, and those assets are then

2 placed into an SPE, or special purpose entity, and that

3 entity then is like a corporation that is set up by the

4 issuer and those assets are put into that and they are

5 protected, bankruptcy remote, so if something were to

6 happen to the issuer, those assets would still be okay

7 and the trust could go on.

8 Q Tell me, if you will, what has been your

9 experience over the years that you've been with Wells

10 Fargo, how long have you dealt with those types of

11 transactions and in what capacity?

12 A I have been in the corporate trust group since

13 '95. For a year I was in the mortgage market group, and

14 for the last eight years I've been in the asset-backed

15 group and I have managed the no-asset deals. My

16 relationship portfolio was probably around 100 deals,

17 which equated to about 50 to 60 customer relationships.

18 Q When you make reference to "deals," are you

19 talking about deals that are securitizations as you've

20 just described to me?

21 A Correct.

22 Q During the period of approximately 1996 through

23 the end of 2000, did you have any involvement with a

24 leaseback securitization involving a company named

25 Terminal Marketing or TFCII?

1 A Yes.

2 Q Can you describe for me what was that

3 transaction and what was your involvement therein?

4 A TFCII was a securitization, it was a pool of

5 leases. I was the account manager at the time, so my

6 role was to handle the entire relationship so when the

7 deal closed, I was the one that read the documents on

8 behalf of the bank.

9 I would set up the deal on all of our systems,

10 I would make sure that our internal parties that also

11 work on the actual day-to-day work with the transaction

12 had the information that they needed to do their job.

13 So we have various departments in our group,

14 our custody vault, our cash group out of administration

15 and our analytics group, asset analytics, making sure

16 they have what they need to do their job on the deal.

17 Q The securitization transaction with Terminal

18 Marketing, TFCII, that you've described to me, was there