Footnote 8

239. CSFB and RBS willingly agreed to make these additional contributions to lock-in thelimited partners’ gains on LJM1’s Enron shares, despite the no hedging restriction on those shares.For CSFB, the transaction was SAILs, as described in paragraphs 567-71. For RBS, the transactioninvolved a total return swap with AIG. Both closed in December 1999. Through the recapitalizationand escrow agreements, CSFB and RBS each were assured of a minimum return on the Enronshares, and also had the right to participate in any appreciation of those shares.240. Under the November 29, 1999 Second Amended and Restated Agreement of LimitedPartnership, LJM1 was required to apply the LJM1 limited partners’ additional capital contributionsfirst to pay off the Enron Notes and second to pay off the CSFB bridge loan. CSFBCO 000008615.It did, paying both in full.241. That meant LJM1’s assets were no longer levered, and the LJM1 partners could enjoythe full value of the assets when they were sold. Fastow ultimately received at least $18 million indistributions related to the recapitalization, and $2.6 million in management fees from LJM1. Exam.II, App. L. at 19. LJM1’s balance sheet liquidity also allowed LJM1 to fund a loan to the otherFastow vehicle—LJM2—for $20,000,000 on December 20, 1999.242. Through SAILs and the AIG total return swap, and the additional capitalcontributions, CSFB and RBS knowingly assisted Fastow in receiving funds derived from the valueof LJM1’s Enron stock, in violation of both Fastow’s representations to the Enron Board ofDirectors and the Enron Conditions. See Exam. Final Report, App. F, at 55-56.243. The last LJM1 transaction was one of the more egregious displays of Fastow’s selfdealing.Through the transaction, LJM1 distributed its interests in LJM1 Swap Sub, and its generalpartner Swap Co., to CSFB and RBS. The limited partners each received 50% of the equity interestsin LJM1 Swap Sub and SwapCo. They turned around and sold those interests to SouthamptonPlace, L.P. (“Southampton”), an entity that CSFB knew Kopper controlled.604041v1/007457-68-