TRANSMISSION VERIFICATION REPORT
Exhibit 10.8
TRANSMISSION VERIFICATION REPORT
TIME | : | 07/11/2006 06:32 | ||||
NAME | : | CONSTELLATION POWER | ||||
FAX | : | 4104683839 | ||||
TEL | : | 4104683839 | ||||
SER. # | : | BROH3J607675 |
DATE, TIME | 07/11 06:31 | |
FAX NO./NAME | 0011442070854876 | |
DURATION | 00:01:31 | |
PAGE(S) | 05 | |
RESULT | OK | |
MODE | STANDARD | |
ECM |
Deal Reference Number COMM1090.1 | 28 June 2006 |
Constellation Energy Resources LLC
United States
Attention: Kimberly Fisher
Fax: 001 ###-###-####
Commodity Swap - Cash Settled
Dear Sirs
The purpose of this letter agreement (this Confirmation) is to confirm the terms and conditions of the Transaction entered into between Constellation Energy Resources LLC (the Counterparty) and The Royal Bank of Scotland plc (RBS) on the Trade Date specified below (the Transaction).
The definitions and provisions contained in the 2005 ISDA Commodity Definitions (as published by the International Swaps and Derivatives Association, Inc.), (the Definitions) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation constitutes a Confirmation as referred to in, and supplements, forms a part of, and is subject to, the applicable ISDA Master Agreement which for these purposes means either: (i) where we have entered into an ISDA Master Agreement, that ISDA Master Agreement, or (ii) where we have not entered into any ISDA Master Agreement, an agreement in the form of the ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule except for the election of English law as the governing law and Sterling as the Termination Currency) on the Trade Date of the first such
Deal Reference Number COMM1090.1 | 28 June 2006 |
Constellation Energy Resources LLC
United States
Attention: Kimberly Fisher
Fax: 001 ###-###-####
Commodity Swap - Cash Settled
Dear Sirs
The purpose of this letter agreement (this Confirmation) is to confirm the terms and conditions of the Transaction entered into between Constellation Energy Resources LLC (the Counterparty) and The Royal Bank of Scotland plc (RBS) on the Trade Date specified below (the Transaction).
The definitions and provisions contained in the 2005 ISDA Commodity Definitions (as published by the International Swaps and Derivatives Association, Inc.), (the Definitions) are incorporated into this Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation constitutes a Confirmation as referred to in, and supplements, forms a part of, and is subject to, the applicable ISDA Master Agreement which for these purposes means either: (i) where we have entered into an ISDA Master Agreement, that ISDA Master Agreement, or (ii) where we have not entered into any ISDA Master Agreement, an agreement in the form of the ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule except for the election of English law as the governing law and Sterling as the Termination Currency) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of the applicable ISDA Master Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
The terms of the particular Transaction to which this Confirmation relates, are as follows:
1. General Terms
Notional Quantity per Calculation Period: | As specified in the Annex | |
Commodity: | Natural gas | |
Trade Date: | 20 June 2006 |
This communication is confidential and may also be privileged. If you are not the intended recipient, please notify us immediately and do not copy it or disclose its contents to any other person. | The Royal Bank of Scotland plc Registered in Scotland No 90312 Registered Office: 38 SI Andrew Square Edinburgh EH2 2YB
A member of the London Stock Exchange and authorised and regulated by the Financial Services Authority |
Calculation Period(s): | As specified in the Annex. If the Calculation Period consists of only one Commodity Business Day, the Calculation Period will be subject to adjustment in accordance with the Following Business Day Convention. | |
Payment Date(s): | The fifth Business Day following each Calculation Period | |
Fixed Amount Details | ||
Fixed Price Payer: | RBS | |
Fixed Price: | As specified in the Annex | |
Floating Amount Details | ||
Floating Price Payer: | The Counterparty | |
Commodity Reference Price: | NATURAL GAS-HENRY HUB-NYMEX | |
Specified Price: | The official settlement price | |
Delivery Date: | First Nearby Month | |
Pricing Date(s): | The Commodity Business Day in the Calculation Period |
Market Disruption Events and Disruption Fallbacks
Notwithstanding anything to the contrary in the Agreement, the Market Disruption Events set forth in Sections 7.4(c)(i) 7.4(c)(v) of the Definitions, and the provisions relating to Disruption Fallbacks set forth in Section 7.5(d)(i) of the Definitions, shall apply to this Transaction.
Business Days: | New York | |
2. Calculation Agent: | RBS | |
3. Governing law: | The governing law of the Agreement |
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4. Offices: | ||
The Office of RBS for the Transaction is: | London | |
The Office of the Counterparty for the Transaction is: | Baltimore | |
5. Account Details | ||
Account(s) for payments to the Counterparty: | Please advise | |
Account(s) for payments to RBS: | As per our Standard Settlement Instructions |
6. Representations
Each party represents to the other party on the trade date of this Transaction that (in the absence of a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction):-
(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction, no communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.
(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction.
(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.
7. Other
This Transaction has been entered into between yourselves and The Royal Bank of Scotland plc, a member of the London Stock Exchange and authorised and regulated by the Financial Services Authority.
This Confirmation is in final form and replaces and supersedes all previous Confirmations and communications in respect of this Transaction. No hard copy will follow.
In the event that you disagree with any part of this Confirmation, please notify us promptly via the contact details below so that the discrepancy may be resolved. Please note that our telephone conversations with you may be recorded.
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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us by facsimile to:
Attention: | OTC Derivative Confirmations | |
Telephone: | + 44(0)20 7085 6069 / + 44(0)20 7085 3775 | |
Fax: | + 44(0)20 7085 4876 / + 44(0)20 7085 5811 |
Yours sincerely,
For and on behalf of The Royal Bank of Scotland plc | ||||
By: | /s/ Jonathan Pryor | |||
Name: | Jonathan Pryor | |||
Title: | Authorised Signatory |
Confirmed as of the date first written
Constellation Energy Resources LLC | ||||
By: | Constellation Energy Commodities Group, Inc. | |||
/s/ Stuart Rubenstein | ||||
Name: | Stuart Rubenstein | |||
Title: |
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Annex
Calculation Period | Notional Quantity per Calculation Period (MMBTU) | Fixed Price (expressed as USD per MMBTU) | ||
26 September 2006 | 310,000.00 | 8.830 | ||
26 October 2006 | 310,000.00 | 8.830 | ||
27 November 2006 | 310,000.00 | 8.830 | ||
26 December 2006 | 308,333.00 | 9.345 | ||
26 January 2007 | 308,333.00 | 9.345 | ||
23 February 2007 | 308,333.00 | 9.345 | ||
27 March 2007 | 308,333.00 | 9.345 | ||
25 April 2007 | 308,333.00 | 9.345 | ||
25 May 2007 | 308,333.00 | 9.345 | ||
26 June 2007 | 308,333.00 | 9.345 | ||
26 July 2007 | 308,333.00 | 9.345 | ||
28 August 2007 | 308,333.00 | 9.345 | ||
25 September 2007 | 308,333.00 | 9.345 | ||
26 October 2007 | 308,333.00 | 9.345 | ||
27 November 2007 | 308,333.00 | 9.345 | ||
26 December 2007 | 291,667.00 | 8.910 | ||
28 January 2008 | 291,667.00 | 8.910 | ||
26 February 2008 | 291,667.00 | 8.910 | ||
26 March 2008 | 291,667.00 | 8.910 | ||
25 April 2008 | 291,667.00 | 8.910 | ||
27 May 2008 | 291,667.00 | 8.910 | ||
25 June 2008 | 291,667.00 | 8.910 | ||
28 July 2008 | 291,667.00 | 8.910 | ||
26 August 2008 | 291,667.00 | 8.910 | ||
25 September 2008 | 291,667.00 | 8.910 | ||
28 October 2008 | 291,667.00 | 8.910 | ||
21 November 2008 | 291,667.00 | 8.910 | ||
24 December 2008 | 275,000.00 | 8.400 | ||
27 January 2009 | 275,000.00 | 8.400 | ||
24 February 2009 | 275,000.00 | 8.400 | ||
26 March 2009 | 275,000.00 | 8.400 | ||
27 April 2009 | 275,000.00 | 8.400 | ||
26 May 2009 | 275,000.00 | 8.400 | ||
25 June 2009 | 275,000.00 | 8.400 | ||
28 July 2009 | 275,000.00 | 8.400 | ||
26 August 2009 | 275,000.00 | 8.400 | ||
25 September 2009 | 275,000.00 | 8.400 | ||
27 October 2009 | 275,000.00 | 8.400 | ||
23 November 2009 | 275,000.00 | 8.400 |
Each date in the column headed Payment Dates shall be subject to adjustment in accordance with the Modified Following Business Day Convention.
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