Empire Paper Group, LLC ISDA

Sara,

We need to draft an ISDA for Empire Paper Group, LLC. We would like to
insert language that will allow Enron to get a second lien on the assets
after the primary lender instead of using the CSA. Cross default thresholds
are $1MM and $100MM, respectively for Empire and Enron.

Please send the draft to credit first and we will check the new language.
The underwriters are Jay Epstein and Chris Croon.

If you have any questions please feel free to call.

Thanks,

Jane Wilhite
ext. 35063