Message-ID: <13517720.1075854921453.JavaMail.evans@thyme> Date: Fri, 20 Jul 2001 14:17:44 -0700 (PDT) From: marie.heard@enron.com To: ebs <.cooper@enron.com> Subject: RE: ISDA question Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable X-From: Heard, Marie X-To: Cooper, Tracy J. (EBS) X-cc: X-bcc: X-Folder: \MHEARD (Non-Privileged)\Heard, Marie\Sent Items X-Origin: Heard-M X-FileName: MHEARD (Non-Privileged).pst 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