Seems like something which takes time to implement particularly as we do not have margin contracts with our counterparty - this changes the function of EnronOnline to a margin exchange mechanism.  Long run not a short term solution.

 -----Original Message-----
From: 	Eichmann, Marc  
Sent:	Wednesday, November 21, 2001 2:51 PM
To:	Kitchen, Louise; Lavorato, John
Cc:	Richter, Brad
Subject:	VMAC Transaction 

Louise and John:

Here is a general description of the transaction we are negotiating with VMAC (Virtual Markets Assurance Corporation)-FSA (Financial Securities Assurance). FSA is an AAA rated insurance company large enough to provide us with a credible deal.  

Here are the deal highlights:

FSA would wrap Enron's credit exposure as follows:

1) In case of default FSA would liquidate the contracts sleeved to them by Enron and use the proceeds of in the money transactions to pay for out of the money transactions.

2) In case Enron is out of the money in the portfolio of trades sleeved to VMAC. FSA would pay the counterparties with the 100% collateral previously posted by Enron and managed on a day to day basis.

FSA has mentioned the possibility of extending a line of credit to Enron based on its net collateral position (~$1.3 billion as of today) and the net mark to market position (~ $1.4 billion to date). Haircuts on the line of credit would have to be negotiated and might be significant.

FSA-VMAC would receive as compensation the fee structure described under terms and conditions. Under the current structure the only risk FSA- VMAC is exposed to is the risk of simultaneous default by Enron and another counterparty and the operational risk of marking to market the positions and liquidating the contracts. 

Please find enclosed the following:

1) Transaction structure : 	Describes the payment logic in case of default
2) Terms and conditions :	Describes the terms and conditions under negotiation for the contract
3) Collateral Haircuts : 		Describes the collateral haircuts on the securities posted to FSA to guarantee our net mark to market position (if out of the money)
4) FSA snapshot
5) FSA rating: 			AAA qualification of FSA by Moody's

Please feel free to contact me or Brad Richter to clarify any doubts with respect to this,

Marc Eichmann
Work 713 345-8422, Cell 713 870-2696
Manager Transaction Development
EnronOnline LLC

 << File: VMAC Transaction structure.doc >>  << File: VMAC Term and Conditions.doc >>  << File: Collateral Haircuts.doc >>  << File: FSA snapshot.doc >>  << File: FSA rating.pdf >>