per my voice mail
----- Forwarded by Sara Shackleton/HOU/ECT on 07/10/2000 09:01 AM -----

	Stuart Zisman
	07/10/2000 08:28 AM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: Fwd: Newsprint Swap Agreement

Attached is an email that I received regarding the Garden State SWAP.

Stuart


----- Forwarded by Stuart Zisman/HOU/ECT on 07/10/2000 08:28 AM -----

	"GEORGE T. LEE" <GTLEE@LLGM.COM>
	07/09/2000 10:21 PM
		 
		 To: <finley.biggerstaff@enron.com>, <JOE.jure@enron.com>, 
<Peter.del.Vecchio@enron.com>, <Stuart.Zisman@enron.com>, "JOHN G KLAUBERG" 
<JKLAUBER@LLGM.COM>
		 cc: "BENJAMIN G. CLARK" <BGCLARK@LLGM.COM>
		 Subject: Fwd: Newsprint Swap Agreement


Please see the attached comments from Media General on the Swap agreement
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To: gtlee@llgm.com
Subject: Newsprint Swap Agreement
Date: Sun, 9 Jul 2000 21:54:11 -0400
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George,
I'm not sure if you're the right person to send the comments to, but Media
General has the following comments on the Newsprint Swap Agreement.

Schedule to Master Agreement

1.  Media General wants the cross-default to be reciprocal at $100 million
for both Media General and Enron.
2.   Further, Media General thinks that this should be a cross-acceleration,
not a cross-default.
3.   Page 3 of Schedule.  The "date by which to be delivered" for Party B
should track the same with Party A: i.e., if financials are available on
EDGAR then they would not be automatically provided by MG on a quarterly
basis.
4.  Page 4 of Schedule.  Under (a), add "Attn.: Chief Financial Officer".
We will send Marshall Morton's fax and telephone numbers.
5.  We will let you know who will serve as process agent.  We would like to
talk about governing law in Texas and the site of arbitration in Houston.
6.  Page 6 of Schedule.  In clause(b)(g), please note that MG intends to
assign this agreement and we want to make sure that does not affect this
representation.
7.Page 8 of Schedule.  MG wants the right to assign this agreement to a
party with a credit agreement equivalent to a certain level.  We can discuss
what that level should be.  We should discuss what Enron's credit rating is
in this connection.

Transaction Confirmation Document.

1. MG does not think this transaction should be characterized as a
"swaption".  This was to be a deal for the purchase of newsprint at a fixed
price, not at Enron's option.
2. We want todiscuss the expiration date. We should also discuss the other
dates and terms which are blank.  On page 2, under "Additional Provisions",
the date for satisfying conditions is clearly wrong since it refers to July
5.  Once again, all of this ties in with not being an option, but a fixed
agreement.
3. We would like to have Enron render a monthly settlement statement with a
net amount being paidto/receivable from MG.  No netting is presently
provided for in the agreement.


ISDA Credit Support Annex

MG  would like to delete this entirely and would propose that Enron would
rely on the general cross-acceleration provisions.  Media General never
contemplated credit provisions more onerous than its credit agreements.

          I will have the Media General business people follow up with the
people at Enron, but could you please have some one get in touch with me on
this.

Thanks,
John