Footnote 8

AG and, therefore, had not calculated the amount of the Valhalla Setoff. Until the May 2, 2000Swap and Valhalla Derivatives were terminated on December 6, 2001, Deutsche Bank AG lackedinformation necessary to determine the proper amount of the Valhalla Setoff.969. On or about December 6, 2001, Deutsche Bank AG sent letters to Enron and toValhalla. The letter to Enron included a spreadsheet stating that Deutsche Bank AG, London owedEnron a “settlement amount” of $3,717,357.11 based on the May 2, 2000 Swap. The letter toValhalla stated that Valhalla owed Deutsche Bank AG $39,764,394.84 under the Put Option “aftergiving effect to the setoff” under the Deutsche Bank Note and the Enron/Valhalla Guaranty.970. By letter dated December 11, 2001, Deutsche Bank AG advised Enron that Enronowed it $39,764,394.84 by virtue of the Enron/Valhalla Guaranty.971. On or about October 15, 2002, Deutsche Bank AG filed a Proof of Claim with thisCourt, asserting a claim for $36,047,037.73. This claim was for the amount, in the view of DeutscheBank AG, that Valhalla owed Deutsche Bank AG under the Put Option Agreement, minus theamount Deutsche Bank AG, London owed Enron for the May 2, 2000 Swap.972. Deutsche Bank AG’s purported setoff of Deutsche Bank AG, London’s obligationsunder the Deutsche Bank Note did not occur prior to the Petition Date.973. Deutsche Bank AG sought to complete the Valhalla Setoff with knowledge thatEnron had already commenced its Chapter 11 bankruptcy case, and without seeking relief from theautomatic stay under Bankruptcy Code section 362.974. On information and belief, Deutsche Bank AG did not record the purported setoff onits books until the swaps and currency exchanges could be calculated, on or after December 6, 2001.975. By completing the Valhalla Setoff after Enron commenced its chapter 11 bankruptcycase, and with knowledge of the pendency of that case, Deutsche Bank AG acted in willful violationof the automatic stay imposed by Bankruptcy Code section 362.604041v1/007457-356-