Garden State - Plan B & C

----- Forwarded by Sara Shackleton/HOU/ECT on 09/28/2000 09:24 AM -----

Rodney Malcolm
09/26/2000 03:01 PM

To: Tanya Rohauer/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT
cc: Finley Biggerstaff/HOU/ECT@ECT
Subject: Garden State - Plan B & C

This should clarify my voice mails from earlier today. I am a little nervous
that Citibank may not come through and as a reault need to create a backup up
plan. The backup plan is to B) do the ONP & NP swap with National Bank of
Canada or C) do the ONP swaps with Waste Management and the NP swaps with
National Bank of Canada. In order to do this we will need to create the
following documentation:

1) New Master ISDA with National Bank of Canada and Garden State Paper LLC.
There will be no netting side letter and no special optional termination
event. The Master ISDA should match the ENA - NBC Master exactly except that
the collateral threshold needs to be $1million dollars. Finley will create
the confirmations.

2) New Master ISDA with Waste Management and Garden State Paper LLC. There
will be no netting side letter and no special optional termination event.
The Master ISDA should match the ENA - Waste Management exactly. Finley will
create the confirmations.

Please let me know ASAP if there will be any problems in getting these doc's
prepared for mid morning tomorrow.

Thanks for all the hard work on a tight time frame.
Rodney