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Enron Mail |
The following is a clean version of the tax characterization clause just
dispatched that reflects the comments of Lou Stoler. Best regards. ---------------------- Forwarded by Stephen H Douglas/HOU/ECT on 05/31/2000 01:23 PM --------------------------- Morris Richard Clark 05/30/2000 07:24 PM To: Tana Jones/HOU/ECT@ECT cc: Stephen H Douglas/HOU/ECT@ECT Subject: Language for the Confirmation Tana, The language in the Schedule should reflect what is in our Form#3, whereby "Enron Re:" is the U.S. entity and "Swiss RE - EFR" is a Barbados entity. Also, the tax form requested should be a W-8. In addition, the following language should be added to the confirmation: United States Federal Income Tax Characterization and Reporting. The parties recognize and intend that, for United States federal income tax purposes, any payment by the Counterparty of the Fixed Amount will be treated as a payment pursuant to a guaranty by the Counterparty of the obligations of Bob West Treasure, LLC to make payments under a Loan Agreement between Bob West Treasure, LLC and Royal Bank of Canada. The parties agree that to the extent either of the parties is required to report any item of income, gain, loss, deduction or credit relating to the Transaction for United States federal income tax purposes, such party shall report such item consistent with the characterization set forth above and shall not take any position on any tax return or report relating to United States federal income taxes which is inconsistent with such characterization. The parties recognize that the manner in which they have agreed to characterize the Transaction for United States federal income tax purposes may be inconsistent with the manner in which the Transaction is characterized for non-United States federal income tax purposes and for accounting, regulatory or other purposes. The provisions of this Section are not intended to affect the manner in which the parties report the Transaction for such other purposes, or the interpretation of the provisions of the Confirmation and the rights and obligations of the Parties arising hereunder, for any purposes.
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