Bob:  I spoke with John on Friday and you can revise this master per Paul's 
email.  SS

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 02/05/2001 10:01 AM -----

	Paul Radous@ENRON
	02/05/2001 09:47 AM
		
		 To: John Fortunato/NA/Enron@Enron
		 cc: Sara.Shackleton@Enron.com
		 Subject: Re: Caraustar Industries, Inc. ("CP") ISDA Master Agreement

I have spoken with Matthew Carnwath.  I have explained the meanings of the 
various thresholds.  Sara, it appears that I made an error in calculating the 
cross default threshold for the c/p.  Please raise it from $10MM to $15MM in 
the executable version.  For your reference, I have enclosed another credit 
worksheet incorporating that change.  Otherwise, there appear to be no 
remaining points of disagreement involving Credit.





John Fortunato
02/02/2001 11:01 AM
To: Paul.Radous@Enron.com
cc: Sara.Shackleton@Enron.com 

Subject: Re: Caraustar Industries, Inc. ("CP") ISDA Master Agreement

Paul:

I will have Mathew Carnwath contact you early next week. Mathew is the 
controller at Caruastar's large Rittman Ohio mill and has been directed by 
the CFO (Lee Thrash) to work out these details. Mathew is only the messenger, 
but is in contact with the Caruastar attorney's on these issues.(FYI, he can 
be reached at 330-927-7244 or via e-mail, Mathew.Carnwath@Caruastar.com).

Thanks for the help

John
---------------------- Forwarded by John Fortunato/NA/Enron on 02/02/2001 
10:50 AM ---------------------------
From: Sara Shackleton@ECT on 02/02/2001 10:28 AM
To: John Fortunato/NA/Enron@Enron
cc: Stephanie Panus/NA/Enron@Enron 

Subject: Re: Caraustar Industries, Inc. ("CP") ISDA Master Agreement

John:  Please have Caraustar call Paul Radous about the cross default issue.  
Legal will wait to hear back from Paul after his discussion with your 
counterparty.

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 02/02/2001 10:25 AM -----

	Paul Radous@ENRON
	02/02/2001 10:09 AM
		
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Caraustar Industries, Inc. ("CP") ISDA Master Agreement

We are ok with reciprocal website financials.  Please have the counterparty 
call me to discuss the cross default threshold.  We use a widely accepted 
standard in the industry, which is 2% of total debt, rounded.  In fact, by 
this standard, Enron has set it's own threshold too low.




From: Sara Shackleton@ECT on 02/02/2001 09:04 AM
To: Paul Radous/Corp/Enron@ENRON
cc: John Fortunato/NA/Enron@Enron, Stephanie Panus/NA/Enron@Enron 

Subject: Caraustar Industries, Inc. ("CP") ISDA Master Agreement

Paul:

John Fortunato has advised me that CP has only three (3) issues with the 
draft which we delivered in November, 2000.  The credit issues are:

(1)  CP financials available online - we'll need their website address

(2)  CP Threshold for cross default is too low and wish a "higher number" but 
have not given John any indication of what they want

Please let John and Stephanie know the outcome so that we can prepare 
executable docs.  Thanks.

P.S.  The legal issue was governing law, Texas or NY.  CP doesn't care but 
needs confirmation and possibly explanation.


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com