Footnote 8

Exam. III, App. E at 56.361. Chase not only knew that the Mahonia Entities were not independent, it also mademisrepresentations to Arthur Andersen that they were. In late 2001, Arthur Andersen requiredEnron to prove Mahonia’s independence from Chase. The Insiders therefore asked Chase for a letterthat would satisfy Arthur Andersen, one that “doesn’t have Chase showing up anywhere on the faxletterhead or anything along those lines, a separate fax number, etcetera.” PSI Ex. 184a at 666. Aday later, the Insiders confirmed that the letter from Mahonia should state “(in words not yet crafted,so any you want to propose are welcome) that Mahonia and Chase are unrelated entities which arenot consolidated on a legal or accounting basis with each other.” Exam. III, App. E at 55-56(quoting AB000512189). Chase provided the letter even though it knew the opposite was true. TheEnron Examiner has indicated that the evidence is unclear as to whether Andersen relied upon thismisrepresentation. Exam. IV, App. B at 73-76. According to the Enron Examiner, Chase andAndersen may have worked together with the Insiders to falsely create the appearance that Mahoniawas an independent business entity – not a Chase-sponsored SPE. Id. To that extent, Chase andAndersen combined with the Insiders to manipulate and misstate Enron’s financial condition.362. Chase also caused the Mahonia Entities to make affirmative misrepresentations abouttheir role in the Enron prepays. In the contractual documents between Enron and the SPEs, Chasemade each of its SPEs affirm that they intended to buy natural gas. . . for commercial purposes related to its business as a producer, processor,fabricator, or merchandiser of Natural Gas or natural gas liquids. The Purchaser hasthe capacity, and intends, to take delivery of the Natural Gas to be deliveredhereunder. The Purchaser is acquiring the Natural Gas in the ordinary course ofbusiness.EC00158431, EC00105844. Chase also made the Mahonia Entities affirm that they were “entitledto purchase the Natural Gas [involved in the prepay contract with Enron] free of any taxes” becauseit was “engaged in the business of reselling the Natural Gas delivered” under the contract, and that604041v1/007457-120-