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.	Tax Representations.
(a)	Payer 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 any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (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 representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f), (ii) the satisfaction of the agreement contained 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 representation where reliance is placed on Clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.
(b)	Payee 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 "Industrial 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 to 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 and [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 should 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 business of making loans.]


Part 3.	Agreement 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"]
 
Party B	United States Internal Revenue Service FormW--8BEN, or any successor form 	(i) At execution of this Master Agreement and as otherwise provided in this Part 3, (ii) before the first Scheduled Payment Date under this Master Agreement, (ii) before the first Scheduled Payment Date in each third successive calendar year, (iii) promptly upon reasonable demand by Party A, and (iv) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect 	Yes	



 -----Original Message-----
From: 	Cooper, Tracy  
Sent:	Friday, July 20, 2001 3:06 PM
To:	Heard, Marie
Subject:	ISDA 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 Documents" section-- specifically the "Form/Document/Certificate" portion of the section --  Party A EGSS will be provide a U.S. Internal Revenue Service Form W-9 -- what is the documentation  that a foreign company would be providing to us ?

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

thanks for your help

tracy