per attached pls fwd cc of docs moving the Note from Enron Corp to ENA  and to the LLC to k. bristor.  morris was arranging for  them.
Date: Wed, 07 Nov 2001 18:04:32 -0500
From: "WALLY SHAW" <wally.shaw@blakes.com>
To: "Katherine Bristor" <KBRISTOR@skadden.com>
Subject: Re: Acknowledgments and Resolutions
Mime-Version: 1.0
Content-Type: multipart/alternative; boundary="=_BFE560BB.9CFDBB4F"

that is all you have so far.  the ECPC to ERMT document is on its  way.  the documents dropping  the Note from Enron Corp to ENA and then  to the LLC are coming from Morris Clark.  i will get him to forward them to  you.
>>> "Katherine Bristor" <KBRISTOR@skadden.com>  11/07/01 04:00PM >>>
Wally's drafts of these documents seem fine to  me from a United States perspective.  As we discussed, I believe that a  transaction where, in effect, a shareholder's right to redemption/liquidation  proceeds and dividends is reduced would be analyzed as a redemption for United  States federal income tax purposes.
Just want to make sure that I'm not  missing anything--I have documents relating to the transaction between Enron and  Enron Canada, and Enron Canada and Enron Canada Power, but nothing relating to  the transfer between Enron Canada Power and ERMT Canada Corp. and nothing  relating to the "drop down" of the note.  Is that correct?   
Steve, as I mentioned, I will not be in the office tomorrow or  Friday.  However, I will take my "picture" with me from our conversations  today and if you need me, please let Lorna, my secretary know; she will put you  in touch with me.
Best regards,
Kathy
Katherine M.  Bristor
Skadden Arps Slate Meagher & Flom LLP
4 Times Square
New  York NY 10036
p: (212) 735-2338
f:  (917)  777-2338
kbristor@skadden.com
>>> "WALLY SHAW"  <wally.shaw@blakes.com> 11/07/01 05:30PM >>>
As  discussed.        
Wallace Y.  Shaw
Barrister and Solicitor
Blake, Cassels & Graydon LLP
Calgary,  AB T2P 4J8
Tel:  403.260.9766
Fax: 403.260.9700
E-Mail:  betty.fleming@blakes.com 
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