CONFIRMATION
Exhibit 10(uuu)
Goldman Sachs Capital Markets, L.P.| 85 Broad Street| New York, New York 10004| Tel: 212 ###-###-####
PATPAT121773809 – 17513TAPTAP
CONFIRMATION
| DATE: | October 26, 2007 | |||||
| TO: | TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | |||||
| Facsimile No.: | (214) 812-4476 | |||||
| Attention: | Terri Woodlee | |||||
| FROM: | Goldman Sachs Capital Markets, L.P. | |||||
| SUBJECT: | Swap Transaction | |||||
| OUR REF NO: | LTAA1709036830.0 / 00684809701 | SWAP# TCEH001 | ||||
The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman Sachs Capital Markets, L.P. (“GSCM”), guaranteed by The Goldman Sachs Group, Inc. (“Goldman Group”), and TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC (“Counterparty”). This communication constitutes a “Confirmation” as referred to below.
1. This Confirmation is subject to, and incorporates, the 2006 ISDA Definitions (the “Definitions”), published by the International Swaps and Derivatives Association, Inc. This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of October 25, 2007 as amended and supplemented from time to time (the “Swap Agreement”) between GSCM and Counterparty. All provisions contained in, or incorporated by reference to, the Swap Agreement shall 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 Transaction to which this Confirmation relates are as follows:
| Notional Amount: | USD | |
| Trade Date: | October 25, 2007 | |
| Effective Date: | October 29, 2007 | |
| Termination Date: | October 10, 2014, subject to adjustment in accordance with the Modified Following Business Day Convention. | |
Floating Amounts:
| Floating Rate Payer: | GSCM | |
| Floating Rate Payer Payment Dates: | Quarterly, on each February 9, May 9, August 9 and November 9, commencing on November 9, 2007 and ending on August 9, 2014 with a final payment on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Floating Rate for the initial Calculation Period: | The Linear Interpolation of USD-LIBOR-BBA with a Designated Maturity of 1 week and USD-LIBOR-BBA with a Designated Maturity of 2 weeks. | |
| Floating Rate for the final Calculation Period: | The Linear Interpolation of USD-LIBOR-BBA with a Designated Maturity of 1 Month and USD-LIBOR-BBA with a Designated Maturity of 2 Months. | |
| Floating Rate Option: | USD-LIBOR-BBA | |
| Floating Rate Designated Maturity: | 3 Months | |
| Floating Rate Spread: | None | |
| Floating Rate Reset Dates: | The first day of each Calculation Period | |
| Floating Rate Day Count Fraction: | Actual/360 | |
| Floating Rate Period End Dates: | Adjusted in accordance with the Modified Following Business Day Convention. | |
Fixed Amounts:
| Fixed Rate Payer: | Counterparty | |
| Fixed Rate Payer Payment Dates: | Quarterly, on each February 9, May 9, August 9 and November 9, commencing on November 9, 2007 and ending on August 9, 2014 with a final payment on the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention | |
| Fixed Rate: | % | |
| Fixed Rate Day Count Fraction: | Actual/360 | |
| Fixed Rate Period End Dates: | Adjusted in accordance with the Modified Following Business Day Convention. | |
| Business Days: | New York and London | |
| Calculation Agent: | GSCM | |
| 3. Additional Provisions: | None | |
| 4. Credit Support Documents: | Standard Guaranty of The Goldman Sachs Group, Inc. | |
5. Offices:
(a) The Office of GSCM for this Transaction is 85 Broad Street, New York, New York, 10004.
(b) The Office of Counterparty for this Transaction is [Please Provide].
1601 Bryan Street, 7th Floor
Dallas, Texas 75201.
6. Counterparty hereby agrees (a) to check this Confirmation (Reference No.: LTAA1709036830.0) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between GSCM and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy of Swap Administration, facsimile No. ###-###-####.
| Very truly yours, | ||
| GOLDMAN SACHS CAPITAL MARKETS, L.P. | ||
| By: Goldman Sachs Capital Markets, L.L.C. | ||
| General Partner | ||
| By: | /s/ James T. Gavin | |
| Name: | James T. Gavin | |
| Title: | Vice President | |
| Agreed and Accepted By: | ||
| TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | ||
| By: | /s/Anthony R. Horton | |
| Name: | ||
| Title: | ||
Counterparty Reference Number: [Please Provide] TCEH001
