EXHIBIT 29
PRE-PRICING ACKNOWLEDGMENT -- TRANCHE No. 1
November __, 2001
This Pre-pricing Acknowledgment is a Pre-pricing Acknowledgment
within the meaning of Section 2.02(b) of the Stock Purchase Agreement dated
as of November __, 2001 (the "Stock Purchase Agreement") between GSB
Investments Corp. ("Seller") and JPMorgan Chase Bank ("Buyer"), by X.X.
Xxxxxx Securities Inc., as its agent. This Pre-pricing Acknowledgment
relates to Tranche No. 1. Capitalized terms used herein have the meanings
set forth in the Stock Purchase Agreement. The parties hereto hereby
acknowledge and agree as follows with respect to Tranche No. 1:
(i) the Designation of Tranche: Tranche No. 1.
(ii) the "Advance Rate," as set forth in Section
2.02(d) of the Stock Purchase Agreement, shall
be equal to ___%.
(iii) the "Downside Rate," as set forth in Section
2.02(d) of the Stock Purchase Agreement, shall
be equal to 100%.
(iv) the "Hedging Amount," as set forth in Section of
the Stock Purchase Agreement, shall be equal to
$0.15.
(v) the "Maturity Date," as set forth in Section
2.02(d) of the Stock Purchase Agreement, shall
be the date twenty-three months from the last
day of the Hedging Period for Tranche 1.
(vi) the "Maximum Base Amount," as set forth in
Section 2.02(d) of the Stock Purchase Agreement,
shall be equal to 1,000,000 shares.
(vii) the "Upside Rate," as set forth in Section
2.02(d) of the Stock Purchase Agreement, shall
be equal to 140%.
This Pre-pricing Acknowledgment shall be governed by the laws of
New York and may be executed in any number of counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have signed this Pre-pricing
Acknowledgment as of the date and year first above written.
SELLER:
GSB INVESTMENTS CORP.
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
BUYER:
JPMORGAN CHASE BANK,
by X.X. XXXXXX SECURITIES
INC., as its Agent
By: /s/ Xxxxxx Xxxx
-------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
