Confirmation of OTC
Physically Settled
EU Emissions Allowance Transaction
(Short Form)
Heading for Letter1
[Letterhead of Party A]
[Date]
EU Emissions Allowance
Transaction
[Name and Address of Party B]
Heading for [Telex/Facsimile/E-mail]1
[Telex/Facsimile/E-mail]
Date:
To: [Name and [Telex Number/Facsimile No./E-mail address] of Party B]
From: [Party A]
Re: EU Emissions Allowance Transaction
Dear
:
The purpose of this [letter agreement/telex/facsimile/e-mail] (this "Confirmation") is to
confirm the terms and conditions of the EU Emissions Allowance Transaction entered into between us
on the Trade Date specified below (the "Transaction").
The Confirmation constitutes a "Confirmation" as referred to in, and supplements, forms part
of and is subject to, the [ISDA® Master Agreement/ISDA® 2002 Master Agreement]2 dated as of
[date], as amended and supplemented from time to time (the "Agreement"), between [Name of Party
A] ("Party A") and [Name of Party B] ("Party B"). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below.3
1
2
3
Include if applicable.
Delete as applicable.
If the parties have not yet executed, but intend to execute, a 1992 ISDA Master Agreement (Multicurrency-Cross Border) or an
ISDA 2002 Master Agreement, include, instead of this paragraph, the following: "This Confirmation evidences a complete and
binding agreement between you and us as to the terms of the EU Emissions Allowance Transaction to which this Confirmation
relates. In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the
form of the [1992 ISDA Master Agreement (Multicurrency-Cross Border) /ISDA 2002 Master Agreement] (the "ISDA Form"),
with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this
Confirmation will supplement, form a part of and be subject to that agreement. All provisions contained in or incorporated by
reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until we
execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a
"Confirmation") confirming transactions (each a "Transaction") entered into between us (notwithstanding anything to the
contrary in a Confirmation), shall supplement, form a part of, and be subject to, an agreement in the form of the ISDA Form as if
we had executed an agreement in such form (but without any Schedule except for the election of [English law] [the laws of the
State of New York] as the governing law [,/and] the inclusion of the terms of the Form of Part [6] to the Schedule to an ISDA
Master Agreement for EU Emissions Allowance Transactions published by the International Swaps and Derivatives Association,
Inc. [and [specify currency] as the Termination Currency] [include if referencing 1992 form of agreement]) on the Trade Date of
the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for purposes of this EU Emissions Allowance Transaction. References in this
Copyright © 2005 by International Swaps and Derivatives Association, Inc.
1
The terms of the Transaction to which this Confirmation relates are as follows:
1.
General Terms:
Trade Date:
[
]
Seller:
[Party A] [Party B]
Buyer:
[Party A] [Party B]
Allowance Type:
[EU Allowance/EU Credit/Alternative Allowance]4
Specified Compliance
Period:
[
]
Number of Allowances :
[
]
Allowance Purchase Price:
[[EUR]5
Total Purchase Price:
[[EUR]
Business Days:
[TARGET]
Payment Date:
[The fifth Business Day following the later of the Delivery Date
and the Invoice Date]/[The later of (a) the twentieth day of the
month following the end of the month in which the Delivery
Date occurs, or if such day is not a Business Day, the first
following day that is a Business Day; and (b) the fifth Business
Day following the Invoice Date] 6, subject to the provisions of
"Failure to Deliver" in Part [6] of the Schedule to the
Agreement.
Delivery Date:
[
] (or, if such date is not a Delivery Business Day, the
next following day that is a Delivery Business Day)
[Account Details of Buyer:
See Part A of the Schedule to this Confirmation]7
[Buyer's Delivery Business
Day Location:
[Insert City]]8
[Account Details of Seller:
See Part B of the Schedule to this Confirmation]9
] per Allowance
]
[Seller's Delivery Business [Insert City]]10
4
5
6
7
8
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Confirmation to the "Agreement" shall be deemed to be references to the agreement in the ISDA Form which this Confirmation
supplements and forms a part of and to which this Confirmation is subject."
Delete as applicable.
Parties may provide for settlement in any other currency by specifying here.
Delete as applicable.
Include if the parties have not otherwise agreed Trading Accounts and cash accounts in the Schedule to their ISDA Master
Agreement.
Include if the parties have not otherwise agreed a Buyer's Delivery Business Day Location in the Schedule to their ISDA Master
Agreement.
Include if the parties have not otherwise agreed Trading Accounts and cash accounts in the Schedule to their ISDA Master
Agreement.
Copyright © 2005 by International Swaps and Derivatives Association, Inc.
2
Day Location:
Calculation Agent:
[Buyer/Seller] save that for the purposes of determining the
Seller's Replacement Cost the Calculation Agent shall be the
Seller and for the purposes of determining the Buyer's
Replacement Cost the Calculation Agent shall be the Buyer
[Buyer's VAT Jurisdiction:
[
]]11
Seller's VAT Jurisdiction:
[
]]12
Excess Emissions Penalty:
[Applicable/Inapplicable.]
No Payment on Termination [Applicable/Inapplicable.]
for Settlement Disruption:
Closing for Letter13
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing
the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a
letter, facsimile, e-mail or telex substantially similar to this letter, which letter, facsimile, e-mail or
telex sets forth the material terms of the EU Emissions Allowance Transaction to which this
Confirmation relates and indicates your agreement to those terms.
Yours sincerely,
[PARTY A]
By: ___________________________________
Name:
Title:
Confirmed as of the
date first above written:
[PARTY B]
By: ___________________________________
Name:
Title:
Closing for Telex
10
11
12
13
Include if the parties have not otherwise agreed a Seller's Delivery Business Day Location in the Schedule to their ISDA Master
Agreement.
Include if the parties have not otherwise agreed a Buyer's VAT Jurisdiction in the Schedule to their ISDA Master Agreement.
Include if the parties have not otherwise agreed a Seller's VAT Jurisdiction in the Schedule to their ISDA Master Agreement.
Include if applicable.
Copyright © 2005 by International Swaps and Derivatives Association, Inc.
3
Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to
us a letter, facsimile, e-mail or telex substantially similar to this telex, which letter, facsimile, e-mail
or telex sets forth the material terms of the EU Emissions Allowance Transaction to which this
Confirmation relates and indicates agreement to those terms, or by sending to us a return telex
substantially to the following effect:
"Re:
We acknowledge receipt of your telex dated [
]
with respect to the
above-referenced EU Emissions Allowance Transaction between [Party A] and [Party B] with
a Trade Date of [
] (reference number [
]) and confirm that such telex
correctly sets forth the terms of our agreement relating to the Transaction described therein.
Very truly yours, [Party B], by [specify name and title of authorised officer]."
Yours sincerely,
[PARTY A]
By: ___________________________________
Name:
Title:
Copyright © 2005 by International Swaps and Derivatives Association, Inc.
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SCHEDULE14
Trading and Cash Accounts
Part A
Account Details of Buyer
Trading Account:
[
]
Cash Account:
[
]
Part B
Account Details of Seller
14
15
Trading Account:
[
]15
Cash Account:
[
]
Include if the parties have not otherwise agreed Trading Accounts and cash accounts in the Schedule to their ISDA Master
Agreement.
By listing multiple Trading Accounts, the parties can modify the nature of the Seller's delivery obligation so that Seller is
required to deliver from the first listed Trading Account in respect of itself to the first listed Trading Account in respect of the
Buyer unless performance is prevented by an event or circumstance that would otherwise constitute a Settlement Disruption
Event, in which case the Seller's obligation is to deliver to the next listed Trading Account of the Buyer (if any) to which delivery
is possible or (if there is no such Trading Account) from the next listed Trading Account of the Seller (if any) from which
delivery is possible. Alternatively, by failing to list any Trading Accounts in respect of the Seller, the Seller's obligation is to
deliver to the relevant Trading Account of the Buyer from wherever it is able to source the relevant Allowances.
Copyright © 2005 by International Swaps and Derivatives Association, Inc.
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