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325. Citigroup documents acknowledge that the “contribution” to Sundance Industrial wasa loan: “The transaction is structured to safeguard against the possibility that we need to contributeour contingent equity and to ensure that there is sufficient liquidity at all times to repay our$25 million investment.” CITI-SPSI 0044827. “No circumstance under which $160 million can becalled – our investment is debt” PSI 00457254 (quoted in Exam. III, App. D at 129). Thememorandum to the Citigroup Capital Market Approval Committee states, “The investment hasbeen structured to act like debt in form and substance.” CITI-B 00301794 at 796. One seniorCitigroup officer referred to Sundance Industrial as “a funky deal (accounting-wise)” and was“amazed that [Enron] can get it off-balance sheet.” CITI-B 00299613 (quoted in Exam. III, App. Dat 130). This view was shared by the head of Citigroup’s Global Relationship Bank: “We shareRisk’s view and if anything, feel more strongly that suitability issues and related risks whencoupled with the returns, make it unattractive.” CITI-B 00307591 (emphasis added).326. Citigroup and, with respect to Sundance Industrial, Salomon Holding understood thattheir participation in the Bacchus and Sundance Industrial transactions facilitated the Insiders’manipulation and misstatement of Enron’s financial statements. With respect to Bacchus, Citigroupdocuments acknowledge that, “Enron’s motivation in the deal now appears to be writing up the assetin question from a basis of about $100 MM to as high as $250 MM, thereby creating earnings.”CITI-B 00289702 (emphasis added). This caused the Citigroup relationship manager for Enron toexpress concern about the “appropriateness” of the Bacchus transaction, “since there is now anearnings dimension to this deal.” Id. This concern was shuttled aside, however, because ofCitigroup’s desire to keep the Insiders satisfied and sending deals and financings to Citigroup. Asone Citigroup employee pointedly explained, “For Enron, this transaction is ‘mission critical’ (theirlabel not mine) for YE and a ‘must’ for us.” CITI-B 00270033 (quoted in Exam. III, App. D at 122)604041v1/007457-106-