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Transaction Name Principal Defendant Transaction DateYosemite IV* Citigroup 05/24/2001June 2001 Prepay* Citigroup 06/28/2001Nahanni* Citigroup 12/17/1999Bacchus Citigroup 12/20/2000Sundance Citigroup 06/01/2001Chase VI Prepay* JP Morgan Chase 12/18/1997Chase VII Prepay* JP Morgan Chase 06/26/1998Chase VIII Prepay* JP Morgan Chase 12/01/1998Chase IX Prepay* JP Morgan Chase 06/28/1999Chase X Prepay* JP Morgan Chase 06/28/2000Chase XI Prepay* JP Morgan Chase 12/28/2000Fishtail JP Morgan Chase 12/19/2000Chase XII Prepay* JP Morgan Chase 09/28/2001December 2000 Prepaid Oil Swap* CSFB 12/15/2000September 2001 Prepaid Oil Swap* CSFB 09/27/2001Nile* CSFB 09/28/2001Nikita* CSFB 09/28/2001JT Holdings, Inc.* Barclays 12/07/2000September 2001 Prepaid Oil Swap* Barclays 09/27/2001Nikita* Barclays 09/28/2001S0 2 September* Barclays 09/28/2001S0 October* Barclays 10/30/20012Nigerian Barge Merrill Lynch 12/29/19991999 Electricity Trades Merrill Lynch 12/31/1999Alberta Prepay* Toronto Dominion 09/29/2000London Prepay* Toronto Dominion 12/15/2000;12/22/2000Steele BT/Deutsche Bank 10/31/1997Cochise BT/Deutsche Bank 01/28/1999Tomas BT/Deutsche Bank 09/15/1998Teresa BT/Deutsche Bank 03/21/1997Valhalla BT/Deutsche Bank 05/02/2000ETOL I RBS 11/1/2000ETOL II RBS 3/30/2001ETOL III* RBS 6/20/2001Nixon Prepay RBS 12/14/1999Sutton Bridge RBS 06/08/1999604041v1/007457-408-
1242. The Intentional Fraudulent Transfers include obligations that Enron incurred in theform of guarantees, and/or obligations to obtain or reimburse draws on letters of credit, inconnection with the transactions marked with an asterisk in the foregoing table.1243. Each transfer of an interest of the Plaintiff in property and each obligation incurredin connection with the transactions identified in the preceding table, including each fee, principal,interest and other payment or transfer of funds or obligation incurred whether directly or as aguarantor, was an Intentional Fraudulent Transfer. The Intentional Fraudulent Transfers includewithout limitation each transfer of an interest of Plaintiff in property or obligation incurred thatPlaintiff has sought to avoid and recover in any of the preceding Counts of this Complaint.1244. Each Intentional Fraudulent Transfer was caused by the Insiders in breach of theirfiduciary duties with actual intent to hinder, delay or defraud one or more entities to which Plaintiffwas or became, on or after the date that such transfers were made or such obligations were incurred,indebted. These transfers and obligations were made to assist the Insiders in presenting misleadingor incomplete financial information about Enron and diminished Plaintiff’s estate.1245. The Intentional Fraudulent Transfers are avoidable under section 548(a)(1)(A) ofthe Bankruptcy Code.COUNT 70(Avoidance of Intentional Fraudulent Transfers and Conveyances Under Section 544 of theBankruptcy Code and Applicable State Law; Against All Defendants)1246. The allegations in paragraphs 1 through 1245 of this Complaint are incorporatedherein by reference.1247. Pursuant to Bankruptcy Code section 544(b), Plaintiff has the rights of an existingunsecured creditor of Plaintiff. Section 544(b) permits Plaintiff to assert claims and causes ofaction that such a creditor could assert under applicable state law.604041v1/007457-409-
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ENRON CORP., et al.Reorganized Debt
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DEUTSCHE BANK TRUST COMPANYDELAWARE
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TABLE OF CONTENTSPageI. NATURE OF T
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d. The Insiders engaged in a scheme
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(d) Barclays’ improper appropriat
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(a) LJM1 and the Rhythms Hedging tr
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COUNT 17COUNT 18(Avoidance of the C
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F. COUNTS 42 - 44 (Against Merrill
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COUNT 67(Recovery of the Challenged
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Steele ............................
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REORGANIZED DEBTORS’ FOURTH AMEND
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3. A second large group of transact
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these partnerships secret from Enro
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approved the employment of Stephen
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managed by a new board of directors
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17. Plaintiff and the affiliated en
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headquarters at 270 Park Avenue, 35
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Germany. Deutsche Bank AG does busi
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55. Defendant Deutsche Bank, S.A. i
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67. Defendant Merrill Lynch Capital
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successor, agent, co-conspirator, c
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10. The RBC Defendants92. Defendant
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107. Not Used.108. Defendant Sphinx
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118. Defendant Enron Sterling Credi
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126A. Each of FleetBoston Financial
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eports. In these reports and their
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Fastow was fired in late 2001 and E
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c. Fastow and Kopper orchestrated (
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immediately. As part of his plea ag
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3. How The Scheme Workeda. Enron em
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could not trade with others in the
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• Funds flow from operations, def
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d. The Insiders engaged in a scheme
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178. Self-interested partnerships -
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specifically, when the relevant tra
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eported the repayment obligation as
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nature of these transactions and/or
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2governs the securitization of fina
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unless independent third parties ma
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211. An actual example: On December
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transactions. The Insiders took the
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LJM2. In doing so, the Insiders rec
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LJM2 (technically, LJM Co-Investmen
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235. From the beginning, Fastow kne
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244. The Southampton transaction ul
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249. By the end of December 1999, f
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threats of no future business or pr
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Fastow’s participation in the LJM
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262. Citigroup’s participation in
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Id. at B-1 (emphasis added).266. Wi
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period, Citigroup completed over 60
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one another and to cause one anothe
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Yosemite IV USD 5/24/01 $775.1 mill
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linked promissory notes to institut
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of which also involved Enron) and o
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and Andersen may have worked togeth
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monetizations became less attractiv
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(3) The minority interest transacti
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CITI-B00393281 (quoted in Exam. III
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issued Irrevocable Letter of Credit
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Citigroup’s own internal descript
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alance sheet. Through Sundance Indu
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[T]he Bacchus transaction was steep
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327. Before the Bacchus transaction
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tier 1 banks.” CITI-SPSI 0036296.
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prepays, two FAS 140s, and one tax
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(1) Chase’s relationship with Enr
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using a proprietary technology. It
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discussion on this about 6 weeks ag
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357. In its complaint against Chase
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it was “purchasing the Natural Ga
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his July 28, 2003 letter to Manhatt
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commodity to JP Morgan Chase) under
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378D. In late November 2001, JPMC d
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Garden State Paper Company, (ii)
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ankruptcy. By the late 1990s, Barcl
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398. The Insiders used Nikita to mo
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agreement but an instrument that wo
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408J. On or about December 7, 2000,
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For example, Colonnade had not been
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420. Upon information and belief, t
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429. On or about October 30, 2001,
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(c)Three million Four Hundred Fifty
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447. Each of the various individual
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that effectively provided Barclays
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464. The Nixon prepay allowed Enron
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All three (Deutsche Bank AG, Banker
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financial statements improperly rep
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customer to report the transaction
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Insiders intended to accomplish the
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497. As part of the transaction, BT
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(3) BT/Deutsche Bank limited its En
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disclosed, “Enron could not have
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511. CIBC knew that in every FAS 14
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understanding of the Insiders’ go
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523. Again, however, before CIBC ag
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able to manipulate and misstate Enr
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achieve accounting objectives, incl
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Complaint in SEC v. Merrill Lynch,
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539. From 1997 through 2001, Merril
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transaction. He also wondered where
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550. Merrill Lynch knew that the 19
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Insiders’ schemes, including its
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(2) LJM1 and LJM2.561. As discussed
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566. CSFB therefore knew the hedge
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proceeds resulting from those share
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(3) The Prepaid Oil Swaps.577. In D
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(4) FAS 140 transactions.(a)Nile583
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or some of the equity investment. C
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equity investment was not at risk.
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App. L. at 22-23 n.81). In his resp
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CSFB colleague two days before givi
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Dominion’s return on Enron-relate
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IV, App. G at 7 & n.23. In addition
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Payments went in a complete circle
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Dominion prepays - as cash flow fro
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619. Toronto Dominion also knew it
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that, as a limited partner in LJM1,
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etween 1997 and 2001, and, as of No
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at 45. In addition to the direct an
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these restrictions, a 39% discount
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een held in LJM1, and RBS’s total
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substantially assisted the Insiders
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RBS compromised by letting the Insi
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easons.” RBS 3141116 (quoted in E
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manipulation” in Enron’s financ
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saw their experiences with Enron-re
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Exam. at 102-03. RBC knew the Insid
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thing. However, we cannot in the do
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earn higher fees, then selling the
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investment that was not at risk and
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transactions in which Merrill Lynch
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TransferorObligorInitialTransferee
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716. On or within one year before t
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717. The transfers identified in th
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TransferorObligorInitial Transferee
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TransferorEnron orENAEnronEnronEnro
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TransferorEnron orENAEnron orENAEnr
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742. By reason of the foregoing fac
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TransferorEnron or ENAor ENGMEnron
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765. Upon information and belief, w
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789. Each of the Chase Preferential
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796. Although certain of the Chase
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transfers; were engaged in business
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823. The payments characterized as
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840. The Chase 548 Purported Margin
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transactions (“Prepay Obligations
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COUNT 15(Avoidance of the Chase Pre
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871. Enron and/or ENA received less
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Code, those transfers are pled alte
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902. The Barclays Preferential Tran
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of the security interest that is th
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921. To the extent that any of the
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Barclays Bank on or about November
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COUNT 25(Avoidance of Unauthorized
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940L. By the Barclays Improper Appr
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949. Pursuant to section 553(b) of
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953. By reason of the foregoing fac
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the parties could, under certain co
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1478. The Insiders did not disclose
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time of the transaction (including
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Committee meeting, at the August 1,
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1520. Insider McMahon did not discl
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1999, or the verbal insurances they
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(3) employing transactions with the
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(b)On or about September 17, 1999,
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(a)On or about November 24, 2000, S
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JP Morgan Chase1546. In connection
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1549. In connection with the Chase
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(a)On or about September 13, 2001,
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(a)On or about September 20, 2001,
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(e)In order to fraudulently meet Ar
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(b)On or about March 27, 1997, Thom
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(c)On or about December 29, 1998, R
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(a)On or about December 15, 1998, S
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1578. In connection with the Specte
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(o)On or about March 2, 2001, Rober
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(c)On or about December 8, 2000, Ja
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(a)On or about December 12, 1998, V
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(c)On or about December 13, 1999, D
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(f)On or about November 12, 1999, D
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(i)On or about March 1, 2001, Goss
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1596. Enron’s injuries as describ
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that were financially involved with
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(b) that CSFB, Pyramid I and/or Sph
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ENRON CORP., et al.,Reorganized Deb
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