Footnote 8

443A. In six separate transactions between December 20, 2001 and February 23, 2002,Colonnade transferred all the Emission Credits it held as a result of the September and OctoberTransactions to Barclays Metals.443B. In the period between February 25, 2002 and January 16, 2003, Barclays Metals soldall of the Emission Credits it received from Colonnade to third parties with the exception of 59,058Emission Credits.443C. On or about November 13, 2003, Barclays Metals transferred to Barclays the 59,058Emission Credits associated with the September and October Transactions.443D. Barclays sold to third parties 29,958 of the Emission Credits it received fromBarclays Metals in two transactions (the first on or about November 13, 2003 and the second on orabout June 15, 2004). Barclays Bank stills holds 30,000 of the Emission Credits it obtained as aresult of the September and October Transactions.(c) Economic reality and allocation of risk in the SO 2transactions444. One or more of the various individual transactions that comprised the SO 2transactions might appear in isolation to be normal trading activity on market terms. When thetransactions are viewed in the aggregate, however, the totality of the facts and circumstances makeclear that in economic substance, the SO 2 transactions constituted a $167,600,000 loan fromBarclays to Enron and/or ENA.445. Each of the various individual transactions was based upon the same amount andvintage years of the Emission Credits ENA purportedly “sold” to Colonnade.446. Each of the various individual transactions related to the September Transaction wasentered into contemporaneously with the purported “sale” transaction between ENA and Colonnadein September of 2001.604041v1/007457-146-