You should be receiving the other documents shortly (i.e., the assignment of the PPA from Enron Canada Power to ERMT Canada Corp. - I am not sure of the note drop down but that shouldn't affect anything I don't think).  Otherwise, I appreciate your help with matters.  SHD.

-----Original Message-----
From: Katherine Bristor [mailto:KBRISTOR@skadden.com]
Sent: Wednesday, November 07, 2001 5:01 PM
To: wally.shaw@blakes.com; sdougla@ect.enron.com; Taylor, Mark E
(Legal); Clark, Morris
Subject: Re: Acknowledgments and Resolutions


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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