Affirmation of Mark I. Bane Pursuant to Local Rule-31852_1.PDF

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   NY01/VICIM/681764.1 UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK In re:ENRON CORP., ET AL.,Debtor.Chapter 11 Case Nos.Case No. 01-16034 (AJG)Jointly Administered AFFIRMATION OF MARK I. BANE PURSUANT TO LOCAL RULE OFBANKRUPTCY PROCEDURE 9077-1(a) IN SUPPORT OF ORDER TOSHOW CAUSE WHY ENRON CORP. SHOULD NOT BE COMPELLED (I)TO TURN OVER IMMEDIATELY PROPERTY THAT IS NOT PROPERTYOF THE ESTATE; (II) TO PROVIDE AN IMMEDIATE ACCOUNTING; AND (III) TO PRODUCE DOCUMENTS COUNTY OF NEW YORK)) ss.:STATE OF NEW YORK)MARK I. BANE, of full age, hereby affirms and states:1.   I am a member of the law firm of Kelley Drye & Warren LLP, counsel toJPMorgan Chase Bank (“JPMC”) in the above-captioned cases. I am a member in good standingof the bar of this Court. I make this affirmation, pursuant to Local Rule of BankruptcyProcedure 9077-1(a), in support of JPMC’s request for entry of an Order to Show Cause WhyEnron Corp. Should not be Compelled (i) to Turn Over Immediately Property that is not Propertyof the Estate; (ii) to Provide an Immediate Accounting; and (iii) to Produce Documents (the“Order to Show”). The proposed form of the Order to Show Cause is annexed hereto as Exhibit1.2.   JPMC acts as administrative agent under two credit facilities (collectively,the “Facilities”) known as “Choctaw” and “Zephyrus.” The proceeds of the Facilities provided a portion of the ultimate funding for two separate Enron accounts receivable acquisition   NY01/VICIM/681764.1 - 2 -transactions between Sequoia Financial Assets, LLC (“Sequoia”) and Enron Corp. (“Enron”).These transactions involved the purchase from Enron and Enron affiliates (the “ReceivablesSellers”) by Sequoia, a special purpose, bankruptcy remote entity, of certain short-term, ordinarycourse, trade receivables owed to Enron entities (the “Enron Receivables”) and Sequoia’stemporary reinvestment of the cash realized upon collection of Enron Receivables in short-termcommercial paper issued by Enron and Enron North America Corp. (“Enron Paper”).3.   As set forth in detail in the Motion of JPMC, as Administrative Agent, toCompel (i) Immediate Turnover of Property that is not Property of the Estate and (ii) anImmediate Accounting, dated December 10, 2001 (the “Motion”), upon information and belief,Enron, as servicer in the accounts receivable acquisition transactions, presently holds accountsreceivable, commercial paper, and cash (collectively, the “Assets”) worth approximately $2.1 billion, all of which is owned by either of Sequoia, Cherokee Finance V.O.F., or Enron FinancePartners, LLC (collectively, the “Asset Owners”). JPMC asserts that no part of the Assets is property of the bankruptcy estates of any of the above-captioned debtors, and Enron holds theAssets merely as a servicer for the Asset Owners.4.   The governing agreements, discussed in the Motion, grant JPMC theexclusive present legal right to immediate possession of the Assets on behalf of the AssetOwners. JPMC has requested that Enron turn over the Assets to JPMC, on behalf of the AssetOwners, both orally, to Enron’s counsel, and in writing. Enron, however, has failed to complywith JPMC’s requests for a turnover of the Assets, even though JPMC asserts that the Assets arenot property of Enron’s bankruptcy estate.5.   JPMC urgently requires the relief requested in the Motion. The AssetOwners will suffer irreparable harm if Enron is not ordered to turn over the Assets to JPMC   NY01/VICIM/681764.1 - 3 -immediately because Enron and its affiliates have suffered a dramatic financial decline andsignificant deterioration in value. Enron is, or could be, dissipating the Assets owned by theAsset Owners, which Enron holds as servicer. Once the Assets are dissipated, the Asset Ownerswill have no assurance that Enron’s bankruptcy estate would have sufficient financialwherewithal to repay the Asset Owners the value of the Assets, which may exceed $2.1 billion.Consequently, JPMC urgently requires this Court to compel Enron to turn over immediately toJPMC, on behalf of the Asset Owners, all of the Assets and to provide to JPMC a full andcomplete accounting of the Assets. Accordingly, to avoid continuing irreparable harm to theAsset Owners, JPMC respectfully requests that this Court enter the Order to Show Cause and fixa hearing date for the Motion at the Court’s earliest possible opportunity.6.   In addition, JPMC urgently requires Enron to produce the documentslisted on Exhibit A to the Order to Show Cause. Absent receipt of these documents, JPMC will be unable to determine, or to provide comfort to the Asset Owners, whether the Assets turnedover to JPMC by Enron, or which Enron continues to hold, represent the totality of the Assests being held by Enron on behalf of the Asset Owners. JPMC has the right to collect from Enronall of the information that JPMC requests from Enron in this Order. JPMC asks only that Enron produce these documents on an expedited basis. Despite repeated requests, Enron has failed to provide to JPMC any meaningful information regarding the Assets or to advise JPMC regardingthe current composition of the Assets, which should include substantial cash. Therefore, to avoidthe irreparable harm that would ensue from a turnover of less than all of the Assets, and to allowJPMC to determine fully the nature and extent of the Assets that should be turned over to JPMC by Enron, JPMC respectfully requests that this Court order Enron to produce and permit theinspection of the documents identified on Exhibit A to the Order to Show Cause, at the offices of    NY01/VICIM/681764.1 - 4 -Kelley Drye & Warren LLP, 101 Park Avenue, 30 th  Floor, New York, New York 10178 on or  before 10:00 a.m. on December 14, 2001.7.    No previous request for the relief sought herein has been made to this or any other court. /s/ Mark I. Bane MARK I. BANESworn and subscribed before methis 10th day of December 2001 /s/  Notary Public
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