Sara and Jason,

Section 2.2 of the Credit Agreement attached below provides that ENA will 
make any payment of interest to ABN AMRO Bank N.V. net of applicable U.S. 
federal withholding tax (i.e., ABN AMRO bears the burden of the tax).  While 
ENA can pay the generally required withholding tax equal to 30 percent of the 
gross payment, it should obtain the appropriate U.S. federal withholding 
certificate from ABN AMRO so that the withholding tax will be reduced to 
zero.  (I have assumed that ABN AMRO N.V. is a Dutch entity.  If that is not 
the case, can you let me know in which country it is formed?)

The appropriate form to obtain is either:

 1.  IRS Form W-8BEN (which provides that ABN AMRO is a non-U.S. entity with 
no U.S. nexus and is entitled to the benefits set forth in the treaty entered 
into by the country under which ABN AMRO is formed and the United States), or

 2.  IRS Form W-8ECI (which provides that ABN has a U.S. branch and that 
interest earned by ABN AMRO is attributable to its U.S. branch).

It is in ENA's best interests to obtain a form since, if no form is obtained 
an ENA does not withhold the appropriate amount of tax, then the IRS will 
look to ENA for payment.  Furthermore, I suspect that ABN AMRO would be 
unpleasantly surprised if it receives only 70 percent of the payment that it 
intended on receiving.

Please call me at ext. 35777 with any questions.

Best regards,

Jeff



From: Jason Peters@ENRON on 07/07/2000 10:35 AM
To: Jeff Blumenthal/HOU/ECT@ECT
cc:  
Subject: Credit Agreement - Tax Section

Jeff,

Pursuant to Sara Shackleton's request, attached please find a copy of the 
credit agreement which Sara described to you.  Please review Section 2.2.  

Thanks,

Jason