GWW » Topics » Master Confirmation

This excerpt taken from the GWW 10-Q filed Nov 2, 2007.
Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.

The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

 

Trade Date:

[ ]

Forward Price Adjustment Amount:

USD [ ]

Calculation Period Start Date:

[ ]

Scheduled Termination Date:

[ ]

First Acceleration Date:

[ ]

Prepayment Amount:

USD [ ]

Prepayment Date:

[ ]

Initial Shares:

[ ] Shares; provided that if GS&Co. is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares shall be reduced to such number of Shares that GS&Co. is able to so borrow or otherwise acquire.

Initial Share Delivery Date:

[ ]

Ordinary Dividend Amount:

For any calendar quarter, USD [ ]

Termination Price:

USD[ ] per Share

 

 

 

A-1

 

 

 


 

Additional Relevant Days:

The [ ] Exchange Business Days immediately following the Calculation Period.

3.         Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date.

4.         This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

 

 

A-2

 

 


Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,

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