Footnote 8

his July 28, 2003 letter to Manhattan District Attorney Morgenthau, the Vice Chairman of J.P.Morgan Chase & Co. wrote:We have made mistakes. We cannot undo what has been done, but we can expressgenuine regret and learn from the past.The Prepays are a case in point. Our view historically with respect to such structuredfinance transactions was that our clients and their accountants were responsible forthe clients’ proper accounting and disclosure of the transactions. Since Enron’sbankruptcy, we have been widely criticized for this approach and for ourinvolvement in the Prepays through which it has been alleged Enron improperlyobtained financing in a manner not transparent to its shareholders and the marketgenerally. We will in the future hold ourselves to a higher standard. Accordingly,J.P. Morgan Chase has adopted new policies and new procedures designed toensure that transactions in which it participates are disclosed appropriately by ourclients. Under our new policies and procedures, J.P. Morgan Chase would nothave approved the Enron prepays.(emphasis added).(a)Payments or transfers during the ninety-day period priorto bankruptcy368. The following facts about the Chase prepays are alleged more specifically forpurposes of certain bankruptcy claims. Seven (7) of the Mahonia transactions involved paymentsor transfers within the preference period prior to the Petition Date. These seven transactions areChase VI through Chase XII. Chase VI closed in December 1997, Chase VII closed in June 1998,Chase VIII closed in December 1998, Chase IX closed in June 1999, Chase X closed in June 2000,Chase XI closed in December 2000, and Chase XII closed in September 2001.369. As described earlier in the Complaint, the Mahonia transactions were a series ofcommodity transactions typically involving ENA; ENGM, a wholly-owned subsidiary of ENA;JPMC; Mahonia; and Enron as Guarantor. Stoneville and Fleet were involved in one of the Mahoniatransactions, Chase XI.370. The Mahonia Entities are SPEs that conducted no independent business and wereestablished for the benefit of, and controlled by, JPMC. As such, the Mahonia Entities are alter egos604041v1/007457-123-