RE: ISDA question

Here are the appropriate tax reps.

U.S. WITHHOLDING TAX

Party A: Enron North America Corp.
Party B: Foreign Counterparty That is (i) Resident in a
Treaty Jurisdiction and (ii) Acting Exclusively
Through Non-U.S. Branches or Offices
Part 2.=09Tax Representations.
(a)=09Payer Representations. For the purpose of Section 3(e), Party A and =
Party B make the following representation:
It is not required by any applicable law, as modified by the practice of an=
y relevant governmental revenue authority, of any Relevant Jurisdiction to =
make any deduction or withholding for or on account of any Tax from any pay=
ment (other than interest under Section 2(e), 6(d)(ii), or 6(e)) to be made=
by it to the other party under this Agreement. In making this representat=
ion, it may rely on (i) the accuracy of any representations made by the oth=
er party pursuant to Section 3(f), (ii) the satisfaction of the agreement c=
ontained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness=
of any document provided by the other party pursuant to Section 4(a)(i) or=
4(a)(iii), and (iii) the satisfaction of the agreement of the other party =
contained in Section 4(d), provided that it shall not be a breach of this r=
epresentation where reliance is placed on Clause (ii) and the other party d=
oes not deliver a form or document under Section 4(a)(iii) by reason of mat=
erial prejudice to its legal or commercial position.
(b)=09Payee Representations. For the purpose of Section 3(f), Party A and =
Party B make the following representation:
It is fully eligible for the benefits of the "Business Profits" or "Industr=
ial and Commercial Profits" provision (as the case may be), the "Interest" =
provision, or the "Other Income" provision (if any) of the Specified Treaty=
with respect to any payment described in such provisions and received or t=
o be received by it in connection with this Agreement, and no such payment =
is attributable to a trade or business carried on by it through a permanent=
establishment in the Specified Jurisdiction.
"Specified Treaty" means the income tax treaty between the United States an=
d [country in which Party B is resident for treaty purposes].
"Specified Jurisdiction" means, with respect to Party A, [country in which =
Party B is resident for treaty purposes].
"Specified Jurisdiction" means, with respect to Party B, the United States.
[If (i) Party B is a bank and (ii) the relevant treaty does not provide for=
a zero rate of withholding on interest, the following representation shoul=
d be added to the Payee Representations:
Party B makes the following representation:
It is not entering into this Agreement in the ordinary course of its busine=
ss of making loans.]

Part 3.=09Agreement to Deliver Documents.
[Insert the following module in its entirety for what appears in Part 3 of =
the Schedule where it states: "Insert appropriate Tax Forms Module"]
=20
Party B=09United States Internal Revenue Service FormW--8BEN, or any succes=
sor form =09(i) At execution of this Master Agreement and as otherwise prov=
ided in this Part 3, (ii) before the first Scheduled Payment Date under thi=
s Master Agreement, (ii) before the first Scheduled Payment Date in each th=
ird successive calendar year, (iii) promptly upon reasonable demand by Part=
y A, and (iv) promptly upon learning that any such form previously provided=
by Party B has become obsolete or incorrect =09Yes=09

-----Original Message-----
From: =09Cooper, Tracy =20
Sent:=09Friday, July 20, 2001 3:06 PM
To:=09Heard, Marie
Subject:=09ISDA question

Hi Marie

I'm doing an ISDA for a Netherlands company and have a question. Under the=
Schedule Section to the ISDA in Part 3 --the "Agreement to Deliver Documen=
ts" section-- specifically the "Form/Document/Certificate" portion of the s=
ection -- Party A EGSS will be provide a U.S. Internal Revenue Service For=
m W-9 -- what is the documentation that a foreign company would be providi=
ng to us ?

Cynthia and I called Beth Wapner from tax and she didn't know the answer --=
Cynthia suggested I try you --=20

thanks for your help

tracy