----- 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