Footnote 8

926C. Notwithstanding the purported “sales” of the Emission Credits, ENA maintainedcontrol over the Emission Credits through, among other things, the call option held by Enron’ssubsidiary, Herzeleide.926D. Notwithstanding the purported “sales” of the Emission Credits, ENA continued tobear all or substantially all of the economic risks and rewards of ownership of the Emission Credits.926E. The economic substance of the SO 2 transactions was that Barclays bore only thecredit risk of non-performance by ENA and bore no risk of loss due to ownership of the EmissionCredits.926F. Although some of the transfers identified in the tables appearing in Counts 20, 21 and22 hereof were related to agreements designated as “swap” agreements, these transfers were actuallypayments on disguised loans and the agreements were not genuine “swaps.”925G. On or about July 13, 2001, Barclays was advised by its outside accountants that theoff-balance sheet accounting treatment contemplated by Enron would be improper under GAAP.Barclays, therefore, knew or should have known when it subsequently entered into the SO 2transactions that under GAAP the SO 2 transactions should have been treated as borrowings ratherthan sales.926H. At the time the parties entered into the October Transaction, ENA agreed to paycertain transaction and legal fees and disbursements incurred by Barclays for arranging thetransaction.926I. Colonnade transferred all of the Emission Credits it held as a result of the Septemberand October Transactions to Barclays Metals in six postpetition transfers between December 20,2001 and February 23, 2002. The Emission Credits were property of Plaintiff’s estate. BetweenFebruary 25, 2002 and January 16, 2003, Barclays Metals sold all except 59,058 of the EmissionCredits to third parties. Barclays Metals transferred the remaining 59,058 Emissions Credits to604041v1/007457-344-