Footnote 8

of Emission Credits, in economic substance the September Transaction was a loan that Barclayssought to secure, in part, by Emission Credits and Colonnade’s rights under the September OptionAgreement.424A. The September Transaction was structured so that ENA or Enron, pursuant to the calloption granted to Herzeleide, could repay the loan from Barclays by causing Herzeleide to “buy”the Emission Credits from Colonnade at market price. The effect of entering into the SeptemberSwap was that, if the market price had increased since the time of the “sale” (and, therefore, ENApaid back more than it initially borrowed), Barclays would return the difference to ENA, and if themarket price had decreased since the time of the “sale” (and, therefore, Enron paid back less thanit initially borrowed), ENA would pay the shortfall to Barclays under the September Swap.425. On or about October 30, 2001, ENA and Barclays entered into a TerminationAgreement, terminating the September Swap. The Termination Agreement provided for atermination fee to be paid to Barclays.426. In accordance with the provisions of the Termination Agreement, on or aboutOctober 30, 2001, ENA paid Barclays Ten million One Hundred Three Thousand Two HundredNinety-Four Dollars ($10,103,294) as a termination fee (the “Termination Fee”).(b)The October transaction427. On or about October 30, 2001, ENA purportedly “sold” Colonnade 166,607 EmissionCredits for approximately Twenty-Nine million One Hundred Eight Thousand Six Hundred Thirty-Eight Dollars and Eighty-Five Cents ($29,108,638.85) (the “October Transaction”).428. Upon information and belief, at some time after the Petition Date, Colonnadetransferred the Emission Credits to a Barclays subsidiary, Barclays Metals.604041v1/007457-142-