Sara,

Okay, looks to me like Weyerhaueser wants us to act as their counsel.  I told 
Bill to propose the language he wanted, but he said his lawyer was out of 
town for two weeks.  Which makes me wonder if they can even sign this thing 
without her consent, but I did not think to ask him this at the time.

Anyway, he basically wants to add a third party guarantee as eligible credit 
support in the event of a downgrade.  He said he is willing to include 
language indicating that the nondowngraded party would have to accept this 
guarantee, subject to a commercially reasonable objection.  On its face, I 
have no objection to such a provision, but would like to quickly bounce it 
off of you.  I'm not sure that I want to be forced to disclose what that 
reason is....

And basically, I also have no objection to allowing the posting of collateral 
in a form and amount acceptable to the nondowngraded party, with such amount 
subject to change as conditions warrant.

Also, I thought we usually had assignability to affiliates so long as the 
guarantor remained the same.  I think Bill indicated we probably removed that 
because we had it this way with the Canadian subsidiary.  He wants to put it 
back in.  I want it back in as well.

Otherwise, we are increasing the guaranty amounts to $25MM, and they have 
agreed to the cross default provisions.

Let's discuss this when you get a minute.  He had some additional 
clarification he needed, but these seemed to be the legal issues on his 
list.  I don't think there is going to be any way around this other than to 
call him and explain.  Sorry.

Paul

 -----Original Message-----
From:  "Bowman, Bill" <bill.bowman@weyerhaeuser.com>@ENRON 
[mailto:IMCEANOTES-+22Bowman+2C+20Bill+22+20+3Cbill+2Ebowman+40weyerhaeuser+2E
com+3E+40ENRON@ENRON.com] 
Sent: Tuesday, March 06, 2001 11:50 AM
To: Radous, Paul
Subject: Provisions

1 - We would like the right to assign to another counterparty as well as
Enron.  Something within Weyerhaeuser.

2 - If Weyerhaeuser or Enron below investment grade, can

 Post collateral, Counterparty will act in a commercially reasonable
manner

 Obtain a third party guarantee, Counterparty will act in a
commercially reasonable manner

Regards,

Bill Bowman
Phone - 253-924-3418
Fax - 253-924-3870
e-mail bill.bowman@weyerhaeuser.com

All contents in this e-mail should be considered proprietary and treated in
a confidential manner