CREDIT SUISSE INTERNATIONAL One Cabot Square Telephone 020 7888 8888 London E14 4QJ www.credit-suisse.com Date: 05 November 2007 To: TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC Address: 1601 Bryan Dallas, TX, 75201 Fax: (214) 812-4097 Attention:...
Exhibit 10(xxx)
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CREDIT SUISSE INTERNATIONAL | |||
| One Cabot Square | Telephone 000 0000 0000 | |||
| Xxxxxx X00 0XX | xxx.xxxxxx-xxxxxx.xxx | |||
| Date: | 05 November 2007 | |||
| To: | TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | |||
| Address: | 0000 Xxxxx | |||
| Xxxxxx, XX, 00000 | ||||
| Fax: | (000) 000-0000 | |||
| Attention: | Treasurer | |||
| From: | CREDIT SUISSE INTERNATIONAL | |||
| Ref. No. | 53314535 TCEH004 | |||
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between CREDIT SUISSE INTERNATIONAL (“CSI” or “Party A”), and TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC (“Counterparty” or “Party B”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Swap Agreement (as defined below), and supersedes any previous confirmation or other writing in respect to the transaction described below.
This Confirmation amends, restates and supersedes in its entirety all Confirmations dated prior to the date hereof in respect of this Transaction.
1. The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates and supplements, forms part of, and is subject to the ISDA Master Agreement, dated as of October 29, 2007 (as amended, supplemented or otherwise modified from time to time (the “Swap Agreement”) between Party A and Party B. All provisions contained or incorporated by reference in the Swap Agreement will govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation, the Definitions or the Swap Agreement, as the case may be, this Confirmation will control for purposes of the Transaction to which this Confirmation relates.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:
| Party A: | As defined above | |
| Party B: | As defined above | |
| Notional Amount: | USD | |
| Trade Date: | 29 October 2007 | |
| Effective Date: | 09 November 2007 | |
| Termination Date: | 10 October 2012, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
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| Fixed Amounts: | ||
| Fixed Rate Payer: |
Party B | |
| Fixed Rate Payer Payment Dates: | The 9th day of each February, May, August and November, commencing on 09 February 2008 up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
| Fixed Rate: |
% per annum. | |
| Fixed Rate Day Count Fraction: |
Actual/360 | |
| Fixed Rate Period End Dates: |
Adjusted in accordance with the Modified Following Business Day Convention | |
| Floating Amounts: | ||
| Floating Rate Payer: |
Party A | |
| Floating Rate Payer Payment Dates: |
The 9th day of each February, May, August and November, commencing on 09 February 2008 up to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
| Floating Rate Option: |
USD-LIBOR-BBA; provided, however, that in respect of the final Calculation Period, Linear Interpolation shall apply based upon a Designated Maturity of 2 months and a Designated Maturity of 3 months | |
| Designated Maturity: |
3 months (except as noted above) | |
| Floating Rate Spread: |
None | |
| Floating Rate Day Count Fraction: |
Actual/360 | |
| Floating Rate Reset Dates: |
The first day of each Calculation Period | |
| Compounding: |
Not Applicable | |
| Floating Rate Period End Dates: |
Adjusted in accordance with the Modified Following Business Day Convention | |
| Business Days: | New York and London | |
| Calculation Agent: | Party A | |
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3. Additional Provision.
This Transaction may be assigned by the Counterparty (in whole or in part) to any third party with Party A’s consent (such consent not to be unreasonably withheld or delayed). Party A may assign its position hereunder (in whole in part) to any third party with Party B’s consent, which will not be unreasonably withheld or delayed. This Transaction and the Confirmation will be binding upon, inure to the benefit of, and be enforceable by, the parties thereto and their respective successors and permitted assigns.
4. Governing Law
This Confirmation will be governed by and construed in accordance with the Laws of the State of New York.
Counterparty hereby agrees (a) to check this Confirmation (Reference No.53314535) carefully and immediately upon receipt so that errors and discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between Party A and Counterparty with respect to this particular Transaction to which this Confirmation relates, by executing a copy of this Confirmation and providing the other information requested herein and returning a copy to us by fax at (000)000-0000.
| Very truly yours, | ||
| CREDIT SUISSE INTERNATIONAL | ||
| By its agent: CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Xxxxxxx Xxxxx-Xxxxxx | |
| Name: | Xxxxxxx Xxxxx-Xxxxxx | |
| Title: | Assistant Vice President | |
| Complex Product Support | ||
| Ref. No. | ||
Accepted and confirmed as of date first above written:
| TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Dir. Financial Compliance | |
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