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MOS247432/21 151276-0001
MOS247432/21 151276-0001 Page 2
2009
STANDARD TERMS OF BOND DERIVATIVES TRANSACTIONS
1. GENERAL DEFINITIONS
1.1 Underlying Asset means the Bonds, as defined in Section 1.14 of the Standard
Terms, and the Bond Basket, as defined in Section 1.13 of the Standard Terms) which
are to be delivered, or subject to a change in the value of which the obligations under
the Transactions are performed.
1.3 Exchange means, in respect of a Bond and Bond Transaction or Bond Basket
Transaction, each exchange or trade organiser in which such Bond is quoted or
otherwise listed, and which is specified in relation to such Bond in the Confirmation or
otherwise agreed by the parties. If the Exchange agreed by the parties stops trading in
the Bonds, or the Bonds are delisted while the Bonds are quoted or otherwise listed in
another exchange or trade organiser then the parties shall in good faith agree a different
exchange or trade organiser.
1.4 Relevant Price means, in respect of a Bond, the price per Bond determined by
the Calculation Agent as of the Valuation Time on the Valuation Date as provided in
the Confirmation or otherwise agreed by the parties, or, if no means for determining
the Relevant Price is provided, the Relevant Price shall be the arithmetic means of the
highest bid and lowest ask prices of such Bond quoted at the Exchange as of the
Valuation Time on the Valuation Date (or, in absence thereof as of the Valuation Time,
the arithmetic means of the highest bid and lowest ask prices of such Bond quoted
immediately before the Valuation Time), without regard to quotations that lock or
cross the dealer exchange, and repurchase transactions.
1.5 Payment Currency means the currency in which payments are made under the
Transaction, and designated as such in the Confirmation or otherwise agreed by the
parties in connection with the Transaction.
1.8 Calculation Date means, in respect of a Valuation Date, the earliest day on
which the Calculation Agent is able to provide calculation for that Valuation Date.
Such calculation must be provided no later than the close of business on the Business
Day next preceding that Valuation Date.
1.9 Trade Date means, in respect of a Transaction, the Trade Date in the meaning
defined in the Master Agreement.
(c) in respect of a Bond Basket Transaction for the Bonds of each Issuer comprised
in the Basket, the number of such Bonds per Basket specified or otherwise
determined as provided in the related Confirmation or otherwise agreed by the
parties with regard to the Transaction.
1.14 Bonds means, in respect of a Bond Transaction and Bond Basket Transaction,
the bonds (in the meaning defined by the laws and regulations of the Russian
Federation on securities market) specified as such in the related Confirmation or
otherwise agreed by the parties with regard to the Transaction.
1.16 Confirmation means the Confirmation (in the meaning defined in the Master
Agreement) which may be made in the form set out in Exhibits 1-8 to the Standard
Terms depending on the type of Transaction, or in any other form agreed by the
parties.
1.17 Buyer means the party to the Transaction specified as such in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.
1.19 Model Provisions means the Model Provisions of Agreement for Derivative
Transaction on Financial Markets published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants.
1.20 Seller means the party to the Transaction specified as such in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.
(a) where used in relation to the term Exchange, any Scheduled Trading Day on
which the Exchange (or, if the parties have approved more than one Exchange,
each Exchange) is open for trading during its regular trading sessions, except
for those days when the Exchange or any such other Exchange closes prior to
its Scheduled Closing Time;
(b) where used in relation to the Clearance System including for the purposes of
settling a Transaction through the Clearance System and any Settlement
Disruption Event, any day on which such Clearance System is (or, but for the
occurrence of a Settlement Disruption Event, would have been) open for the
acceptance and execution of settlement instruction;
(c) in respect of any payment to be made in connection with Sections 1.21(a) and
1.21(b) of this Section 1.21, any day which is a Business Day in the meaning
given to it in the Master Agreement, and:
(i) if Euro is the Settlement Currency, any day on which the Trans-
European Automated Real-time Gross settlement Express Transfer
(TARGET) system is open;
(ii) if any other foreign currency is the Settlement Currency, any day on
which credit institutions are open for banking and other transactions
(including those on foreign exchange market) in the principal financial
center for the relevant foreign currency determined for such currency in
Exhibit 7 to the Standard Terms of FX, Currency Option and FX Swap
(d) for any other purpose, any day which is a Business Day in the meaning given to
it in the Master Agreement.
1.22 Calculation Agent means a person specified as such in the Master Agreement,
unless another person is specified as such in the related Confirmation or otherwise
agreed by the parties in respect of the Transaction. The Calculation Agent shall:
(a) calculate the Number of Bonds, the Number of Baskets and the Settlement
Price with regard to each Settlement Date under the Deliverable Transactions;
(b) calculate the Settlement Price and the Settlement Amount with regard to each
Settlement Date under the Non-Deliverable Transactions;
(c) determine any adjustment required as a result of correcting the price of a Bond;
(d) give notices to the parties of a Transaction on the Calculation Date for the
purposes of the relevant Valuation Date specifying:
(ii) the party (parties) obliged to make each payment or each delivery;
(iv) the manner which has been used to determine each amount or quantity;
(e) otherwise act in accordance with these Standard Terms, the Master Agreement
and the related Confirmation.
The Calculation Agent shall act reasonably and in good faith in any circumstances.
Any determination or calculation made by the Calculation Agent shall be binding upon
the parties in the absence of manifest error.
1.23 Settlement Cycle means, in respect of a Bond, the period of Business Days in
which settlements customarily occur following a trade in such Bond pursuant to the
rules of the Exchange.
1.25 Option Transaction means a transaction pursuant to which the Buyer shall, on
the terms agreed by the parties and subject to other conditions set out in these Standard
(a) request the Seller to pay the Settlement Amount on the Settlement Date, and the
Seller shall pay such Settlement Amount (the Non-Deliverable Option
Transaction) to the Buyer. The Settlement Amount may be calculated in
respect of:
(i) a single category (type) of Bonds of one Issuer (such Transaction being
a Non-Deliverable Bond Option Transaction);
(b) on the Settlement Date, receive from the Seller the ownership of single
category (type) of Bonds of one Issuer under a Call Option, or transfer to the
Seller the ownership of such Bonds at the Strike Price under a Put Option, and
the Seller shall transfer to the Buyer the ownership of such Bonds, or receive
from the Buyer the ownership of such Bonds at the Strike Price, as the case
may be (the Deliverable Bond Option Transaction);
(c) on the Settlement Date, receive from the Seller the ownership of Bond
Basket(s) under a Call Option, or transfer to the Seller the ownership of the
Bond Basket(s) at the Strike Price under a Put Option, and the Seller shall
transfer to the Buyer the ownership of the Bond Basket(s), or receive from the
Buyer the ownership of the Bond Basket(s) at the Strike Price, as the case may
be (the Deliverable Bond Basket Option Transaction, and together with the
Deliverable Bond Option Transaction, the Deliverable Option Transaction).
1.26 Bond Basket Option Transaction means a Deliverable Bond Basket Option
Transaction or a Non-Deliverable Bond Basket Option Transaction.
1.28 Forward Transaction means a transaction pursuant to which the Seller shall,
on the terms agreed by the parties and subject to other conditions set out in these
Standard Terms, on the Settlement Date:
(a) pay to the Buyer the Settlement Amount if it is expressed as a positive number,
and the Buyer shall pay to the Seller the absolute value of the Settlement
Amount if it is expressed as a negative number (the Non-Deliverable Forward
Transaction). The Settlement Amount may be calculated in respect of:
(i) a single category (type) of Bonds of one Issuer (such Transaction being
a Non-Deliverable Bond Forward Transaction);
(c) transfer to the Buyer the ownership of an agreed number of Bonds in one or
more Baskets, and the Buyer shall make a payment for such Basket(s) in an
amount calculated on the basis of the Forward Price (the Deliverable Bond
Basket Forward Transaction, and together with the Deliverable Bond Forward
Transaction, the Deliverable Forward Transaction).
1.31 Bond Basket Transaction means a Bond Basket Option Transaction or a Bond
Basket Forward Transaction.
1.33 Business Day Convention means the convention for adjusting the end of a
period if it would otherwise fall on a day which is not a Business Day. In a
Confirmation the parties may specify the following as a Business Day Convention:
(a) Following Business Day, and in this case such period shall be deemed to end
on the first following day that is a Business Day;
(b) Preceding Business Day, and in this case such period shall be deemed to end
on the fist preceding day that is a Business Day;
(c) Modified Following, and in this case such period shall be deemed to end on the
first following day that is a Business Day unless that day falls in the next
calendar month, in which case that date will be the first preceding day that is a
Business Day.
If the last day of any period pursuant to these Standard Terms falls on a day other than
a Business Day, the day on which such period ends shall be determined in accordance
with the Following Business Day rule set out by Section 1.33(c) above, unless
otherwise provided for by other provisions of these Standard Terms, the Confirmation
or otherwise agreed by the parties in respect of a particular time period or in general.
2. OPTION TRANSACTIONS
2.1 When used in relation to an Option Transaction, the following terms shall have
the indicated meanings:
(b) Number of Options means the number of Option Entitlements specified as such
in the related Confirmation or otherwise agreed by the parties in connection
with the Transaction, being the number Options in relation to which the
Exercise Right is exercisable under an Option Transaction.
(ii) in respect of a Bond Basket Option Transaction, the amount per Basket
specified or otherwise determined as provided in the related
Confirmation, or otherwise agreed by the parties.
(a) American Option means a style of Option Transactions pursuant to which the
Exercise Right is exercisable on any Scheduled Trading Day during the
Exercise Period that consists of two or more Scheduled Trading Day.
(b) Bermuda Option means a style of Option Transactions pursuant to which the
Exercise Right is exercisable only on one of the Exercise Dates specified as
such in the related Confirmation or otherwise agreed by the parties and on the
Expiration Date.
(c) European Option means a style of Option Transactions pursuant to which the
Exercise Right is exercisable only on the Expiration Date.
(a) Call means a type of Option Transactions pursuant to which the Buyer is
entitled upon the exercise of the Exercise Right:
in each case subject to other conditions set out in these Standard Terms and the
related Confirmation.
(b) Put means a type of Option Transactions pursuant to which the Buyer is
entitled upon the exercise of the Exercise Right:
(i) in the case of a Deliverable Option Transaction, to transfer the Seller the
ownership of Bonds or a Bond Basket in exchange for the payment of
an amount calculated on the basis of the Strike Price per Bond or
Basket;
in each case subject to other conditions set out in these Standard Terms and the
related Confirmation.
(a) On one or each date agreed by the parties (the Premium Payment Date) the
Buyer shall pay a premium to the Seller (the Premium) specified or otherwise
determined as provided in the related Confirmation, or otherwise agreed by the
parties. If the date determined hereunder as the Premium Payment Date is not a
Currency Business Day for the currency in which the Premium is payable, the
Premium Payment Date shall be the next following Currency Business Day for
that currency.
(b) If a Premium per Option is specified in the related Confirmation, the Premium
shall be the product of the Premium per Option and the Number of Options.
(a) The material terms of Option Transactions to be agreed by the parties on the
Trade Date in relation to each of such Transactions shall be:
(ix) the Exercise Dates for a Bermuda Option (in respect of Bermuda
Options);
(b) Any other terms may be agreed as the material terms of a Option Transaction if
requested by one of the parties.
3.1 When used in relation to an Exercise Right under the Option Transaction, the
following terms shall have the indicated meanings:
(a) Expiration Time means any time during a Scheduled Trading Day specified as
such in the related Confirmation or otherwise agreed by the parties in respect of
the Transaction as the deadline for receipt of the Notice of Exercise. If no such
time is specified the Expiration Time shall be the Valuation Time.
(b) Expiration Date means the date specified as such in the related Confirmation
or otherwise agreed by the parties in respect of the Transaction on which the
Exercise Right terminates under an Option Transaction unless exercised prior
to the Expiration Time (and if such date is not Scheduled Trading Day, the next
following Scheduled Trading Day), provided that no Market Disruption Event
occurs prior to the Expiration Time on such date. If a Market Disruption Event
occurs on the date determined as the Expiration Date, one of the following days
shall be deemed the Expiration Date:
(i) the next following Scheduled Trading Day after the Market Disruption
Event ceases to exist;
(i) the next following Scheduled Trading Day after the Market Disruption
Event ceases to exist;
(e) Notice of Exercise means irrevocable notice which may be prepared by the
Buyer in the form attached as Exhibit 9 to these Standard Terms or in another
form agreed by the parties. Notice of Exercise may be delivered by facsimile,
unless the parties agree otherwise.
(c) Subject to Section 3.4 of the Standard Terms, where the Multiple Exercise
provision applies to an Option Transaction, and the number of Options
remaining unexercised is less than the Minimum Number or greater than the
Maximum Number, if the Buyer fails to specify the number of Options in the
Notice of Exercise in accordance with Section 3.2(b) of the Standard Terms,
such Notice of Exercise shall be deemed to have been sent on the relevant
Exercise Date in respect of all unexercised Options.
3.3 Partial Exercise. The terms of a European Option may provide for partial
exercise of an Option Transaction (the Partial Exercise). In that case, the Buyer may,
on the Expiration Date, exercise only a part rather than the whole Number of Options
provided by the terms of the European Option. Unless the terms of an Option
Transaction provide otherwise, the Partial Exercise shall apply to any European
Option.
(a) The terms of an American Option or a Bermuda Option may provide for
multiple exercise of an Option Transaction (the Multiple Exercise). In that
case, the Buyer may exercise all or a part of the Options remaining unexercised
on one or more Scheduled Trading Days during the Exercise Period, provided
that the number of the Options to be exercised so may not be less than a certain
minimum (the Minimum Number) and/or greater than a certain maximum (the
Maximum Number) set out by the terms of the Option Transaction. The
Maximum Number set out by the terms of an Option Transaction may not be
less than the Minimum Number set out by the terms of the same Option
Transaction. If the terms of an Option Transaction provide for an integral
multiple (the Integral Multiple), the number of the exercisable Options must be
equal to, or integral multiple of, the Integral Multiple.
(b) While setting the limitations in accordance with Section 3.4(a) of the Standard
Terms, if the Buyer attempts to exercise on any of the specified Scheduled
Trading Days:
(i) more than the Maximum Number of Options, the Maximum Number of
Options shall be exercised (and the Options in excess of the Maximum
Number shall remain unexercised);
(ii) less than the Minimum Number of Options, the Options shall not be
exercised;
(c) On any such Scheduled Trading Day the Buyer may exercise any number of the
Options (notwithstanding the provisions of Sections 3.4(b)(ii) and 3.4(b)(iii) of
the Standard Terms) that does not exceed the Maximum Number if it exercises
all the Options remaining unexercised, provided that the Buyer may exercise an
unlimited number of the Options that remain unexercised on the Expiration
Date.
(a) If the terms of an Option Transaction provide that the Exercise Right is
exercised automatically, then each Option not previously exercised under that
Option Transaction will be deemed automatically exercised (unless, where the
terms of the Multiple Exercise apply in accordance with Section 3.4 of the
Standard Terms, the number of the Options that remain unexercised on the
Expiration Date is less than the Minimum Number or greater than the
Maximum Number, and such Options, therefore, are not exercisable):
(B) in the case of a Put Option, the Reference Price is equal to less
than 99 percent the Strike Price,
except when the Buyer notifies the Seller prior to the Expiration Time
that the Automatic Exercise will not apply to such Options, or if the
Reference Price cannot be determined prior to the Expiration Time on
the Expiration Date.
(b) If in the above circumstances the parties send any notices or other
communications reminding that the term for exercising the Option Transaction
under which the Exercise Right shall be deemed exercised automatically
pursuant to this Section is has fallen due, including when such notifications are
sent in the form of the Notice of Exercise, such notices or other
communications shall be of a notifying character and shall not constitute a
ground for creation, alteration or termination of any rights and obligations of
the parties under the Option Transaction.
(i) in respect of a Bond Option Transaction, the Relevant Price of the Bond
as of the Expiration Time on the Expiration Date determined by the
Seller in good faith, and the Seller must immediately notify the
Calculation Agent of such determination; and
(ii) in respect of a Bond Basket Option Transaction, the sum of the values
calculated as of the Expiration Time on the Expiration Date for the
Bonds of each Issuer as the product of the Relevant Price of such Bond
as of the Expiration Time on the Expiration Date and the relevant
Number of Bonds comprised in the Basket.
4. FORWARD TRANSACTIONS
(i) in respect of a Bond Forward Transaction, the price per Bond specified
or otherwise determined as provided in the related Confirmation or
otherwise agreed by the parties;
(a) The material terms of Forward Transactions to be agreed by the parties on the
Trade Date in relation to each of such Transactions shall be:
5. BARRIERS IN TRANSACTIONS
for the respective party, if the price or value of the Knock-in/Knock-out Reference
Security agreed by the parties is equal to or exceeds the Knock-in/Knock-out Price as
of the Knock-in/Knock-out Valuation Time on any Knock-in/Knock-out Determination
Date.
(a) the next following Scheduled Trading Day after the Market Disruption Event
ceases to exist;
In the event that the related Confirmation does not specify the Knock-in/Knock-out
Determination Dates (or such dates are not otherwise agreed by the parties), the
(b) if no such time is specified or otherwise agreed by the parties, the Valuation
Time specified as such in the related Confirmation or otherwise agreed by the
parties;
(d) if the relevant exchange closes prior to its Scheduled Closing Time, the actual
closing time for its regular trading session.
5.8 In the event of controversy between the parties as to the occurrence of a Knock-
in Event or a Knock-out Event, the issue of whether the relevant event has occurred
shall be resolved by the Calculation Agent.
6. VALUATION
6.1 Valuation Time means the time on the relevant Valuation Date specified as
such in the related Confirmation or otherwise agreed by the parties or, if no such time
is specified or otherwise agreed by the parties, the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date in relation to each Bond to be
valued. If the relevant Exchange closes prior to its Scheduled Closing Time and the
Valuation Time specified in the related Confirmation occurs after the actual closing
time for its regular trading session, then the Valuation Time shall be such actual
closing time.
in each case subject to the provisions of Section 6.5 of the Standard Terms.
6.3 General Terms Relating to Market Disruption Events. If any of the events
set out in paragraphs(a)-(c) of this Section 6.3 occurs or exists in respect of a Bond,
then subject to paragraph (d) of this Section 6.3 (hereinafter, each a Market Disruption
Event), the consequences set out in Section 6.5 of the Standard Terms shall apply to
the relevant Transaction:
(i) any event (other than an Early Closure) that disrupts or impairs (as
determined by the Calculation Agent) the ability of market participants
in general to enter into transactions in (or obtain information on
quotations of) the Bonds on the Exchange;
(ii) any instance where the Exchange fails to open for regular trading
sessions on a Scheduled Trading Day.
(i) the actual closing time for the regular trading session on such Exchange
on such Business Day;
(ii) the submission deadline for orders to be entered into the Exchange
system for execution thereof at the Valuation Time on such Business
Day.
(d) A Trading Disruption or Exchange Disruption (other than the disruption set out
in paragraph (b) of this Section 6.3) shall constitute a Market Disruption Event
unless it occurs earlier than one hour prior to the Valuation Time, Expiration
Time or Knock-in/Knock-out Valuation Time, and is (as determined by the
Calculation Agent) material.
6.4 Scheduled Valuation Date means any date that, but for the occurrence of a
Market Disruption Event, would have been a Valuation Date (without regard, for the
purposes of this section, to any postponement of the Exercise Date or Expiration Date
as a result of the occurrence of the Market Disruption Event and assuming that the
original Exercise Date or original Expiration Date would have been a Valuation Date).
(i) the next following Scheduled Trading Day after the Market Disruption
Event ceases to exist;
(b) in respect of a Bond Basket Transaction, the Valuation Date shall be:
(i) for any Bond that is not affected by the occurrence of the Market
Disruption Event, the Scheduled Valuation Date;
(ii) for any Bond that is affected by the occurrence of the Market Disruption
Event:
(A) the next following Scheduled Trading Day after the Market
Disruption Event ceases to exist;
(a) The terms of a Transaction may provide for entitlement of either party to select
one of the two settlement methods: the settlements in the manner prescribed
for a Non-Deliverable Transaction or the settlements in the manner prescribed
for a Deliverable Transaction (the Settlement Method Election). In that case,
the party entitled to such selection (or, if no such party is specified, the Buyer)
must give irrevocable notice to the other party of its election of the settlement
method to apply to the Transaction.
The notice specified in this section shall be given on or prior to the relevant
Settlement Method Election Date.
(b) In the event that no Settlement Method Election notice is given under this
section, the settlement method for the Transaction shall be the default
settlement method (the Default Settlement Method) specified in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.
If no such method is specified in respect of a Bond Forward Transaction or a
Bond Basket Forward Transaction, the settlements shall be made in the manner
prescribed for a Deliverable Transaction.
The Confirmation must specify the Default Settlement Method for any Bond
Option Transaction and Bond Basket Option Transaction.
(c) Settlement Method Election Date means the date specified as such in the
related Confirmation or otherwise agreed by the parties with regard to the
Transaction or, if such date is not a Scheduled Trading Day, the next following
Scheduled Trading Day.
in each of the cases described in paragraphs (a)-(c) of this Section 7.2, increased by the
amount of interest, if any, accrued on the Bonds constituting the Underlying Asset.
(a) For purposes of determining the Settlement Price for any day, if the price
published or announced on a given day and used by the Calculation Agent to
determine the Settlement Price is subsequently corrected and the correction is
published or announced by the person responsible for that publication or
announcement, then within 30 calendar days of the original publication or
announcement, either party may notify the other party of:
(ii) the amount (if any) that is payable as a result of that correction.
(b) If, subject to Section 7.3(a), a party gives notice that an amount is so payable,
then the party that originally either received or retained such amount will, not
later than three Business Days after the receipt by any of the parties of such
notice (as the case may be), pay to the other party that amount, together with
interest on that amount for the period from but excluding the day on which the
payment originally was (or was not) made to and including the day of the
refund or payment resulting from that correction of the price of the Bond.
The above interest will be determined as the spot offered rate for deposits at the
payment recipients location of the day of payment of the said amount
determined by the Calculation Agent.
(A) the Settlement Date for the Bonds affected by the Settlement
Disruption Event shall be determined as provided in
paragraphs (iii) and (iv)of this Section 7.4(b);
(C) if not all of the Bonds comprised in a Basket are delivered on the
Settlement Date, the Calculation Agent shall determine in its
discretion the appropriate pro rata portion of the amount to be
paid by the relevant party in respect of that partial delivery.
7.5 In the event that the terms of a Transaction fail to provide for a settlement
method, such Transaction shall be settled in the manner prescribed for a Deliverable
Transaction.
Number of
Bonds
Settlement Settlement
Amount
= or
Number of
( Price
- Forward Price
)
Baskets
8.2 Strike Price Differential means, unless otherwise provided in the related
Confirmation or otherwise agreed by the parties, in respect of each Valuation Date:
(a) if the Strike Price is stated as an amount in the relevant currency, an amount
equal to the difference between:
(i) in respect of a Call Option, the Settlement Price and the Strike Price;
(ii) in respect of a Put Option, the Strike Price and the Settlement Price;
(b) if the Strike Price is stated as a percentage of the nominal value of the Bonds
(e.g., 103 percent of the nominal value), an amount equal to the difference
between:
(ii) in respect of a Put Option, the product of the Strike Price and the
nominal value of the Bond, on the one hand, and the product of the
Settlement Price and the nominal value of the Bond, on the other hand,
provided that where the difference in accordance with paragraphs (a) or (b) of this
Section 8.2 is expressed by a negative number, the Strike Price Differential shall be
zero;
(a) if the Settlement Amount is a positive number, then the Seller shall pay to the
Buyer the Settlement Amount on the relevant Settlement Date;
(b) if the Settlement Amount is a negative number, then the Buyer shall pay to the
Seller the absolute value of the Settlement Amount on the relevant Settlement
Date.
(a) in the case of a Call Option, the Buyer shall pay to the Seller the Settlement
Price multiplied by (without rounding) the Number of Bonds or the Number of
Baskets and the Seller shall transfer to the Buyer the ownership of the Number
of Bonds or the Number of Baskets, as applicable;
(b) in the case of a Put Option, the Buyer shall transfer to Seller the ownership of
the Number of Bonds or the Number of Baskets and the Seller shall pay to the
Buyer the Settlement Price multiplied by (without rounding) the Number of
Bonds or the Number of Baskets;
provided that any payment or delivery set out in this Section 9.1 shall be made on the
relevant Settlement Date to the accounts specified in the related Confirmation.
(a) in respect of a Bond Forward Transaction, the Buyer shall pay to the Seller an
amount equal to the Forward Price multiplied by the Number of Bonds, and the
Seller shall transfer to the Buyer the Number of Bonds;
(b) in respect of a Bond Basket Forward Transaction, the Buyer shall pay to Seller
an amount equal to the Forward Price multiplied by the Number of Baskets,
and, in respect of each Issuer the Bonds of which comprise the Basket, the
Seller shall transfer to the Buyer the ownership of the Number of Bonds of such
Issuer multiplied by the Number of Baskets;
provided that any payment or delivery set out in this Section 9.2 shall be made to the
accounts specified in the related Confirmation.
9.3 Split Ticket Delivery. If the terms of a Deliverable Transaction provide for a
split ticket delivery of Bonds (the Split Ticket Delivery) the party required to deliver
the Bonds may, after notice of its intentions to the other party, divide the Bonds to be
delivered into such number of lots of such size as the notifying party desires in order to
facilitate the delivery. Unless the parties agree otherwise, Split Ticket Delivery will
apply to any Deliverable Transaction by default.
(a) Failure by a party to deliver or to properly deliver when due, the Bonds to be
delivered under a Transaction will constitute an Event of Default (as defined in
Section 5.1(a) of the Model Provisions) only if on or before the next Business
Day after notice of the failure is given to the debtor party it does not:
(ii) provide such security or such other assurances to the creditor party as
the creditor party, acting in good faith but in its sole discretion, deems
adequate.
(b) In addition to any requirement that the debtor party provide security or
assurances of performing its obligations, the creditor party may at any time
terminate the obligations under a Deliverable Transaction, acquire the relevant
Bonds from third party or parties, having made all efforts to do this not later
than 45 calendar days after the failure (absent an Event of Default under
Section 5.1(a) of the Model Provisions), and claim from the debtor party the
reimbursement for such acquisition of the Bonds from the third party or parties.
The creditor party will send written notice to the debtor party:
(ii) of the quantity of the Bonds acquired and the price contracted, on the
day of such acquisition.
The debtor party shall reimburse the creditor party for the acquisition of the
Bonds from the third party or parties within five Business Days following the
date of the acquisition thereof.
(c) In the event that the debtor partys failure to deliver is due to the non-existence
of the Bonds to be delivered or the creditor party is unable to acquire the Bonds
from the third party or parties, the Deliverable Transaction will be terminated in
accordance with any applicable provisions set out in the Master Agreement or
the relevant Confirmation as if:
(i) the failure by the debtor party to deliver the Bonds constituted an
Additional Termination Event under Section 5.3 of the Model
Provisions;
(iii) the creditor party had the right to terminate the Transactions under
Section 6.6 of the Model Provisions;
(d) Unless the Master Agreement provides otherwise, the terms Event of Default,
Additional Termination Event, Affected Party and Affected Transaction
have the meanings defined in the Model Provisions.
(a) Settlement Disruption Event means, in respect of a Bond, an event beyond the
control of the parties as a result of which the relevant Clearance System cannot
clear the transfer of such Bond.
If the Settlement Date does not occur during such 30 calendar day period, the
party required under that Transaction to deliver the Bonds will use best efforts
to deliver the agreed Number of Bonds promptly thereafter in a commercially
reasonable manner outside the Clearance System.
9.6 Expenses. All expenses relating to the transfer of Bonds under a Transaction
(such as stock exchange or other duties and taxes) will be payable by the party
delivering the relevant Bonds.
(a) any third party rights including any lien, other encumbrance or third party claim
and any other restrictions whatsoever (other than the restrictions which may be
imposed by the laws of the Russian Federation in relation to sale by the
acquirer of such Bonds to a third party;
(b) any restrictions that any sale, assignment or other transfer of such Bonds be
consented to or approved by any person or entity, including the Issuer;
(c) any limitations on the type or status, financial or otherwise, of the purchaser,
pledgee, assignee or other acquirer of such Bonds;
10.2 Delisting means that the Exchange announces that pursuant to the rules of such
Exchange, the Bonds cease (or will cease) to be listed or traded on the Exchange for
any reason and are not immediately re-listed or re-traded on any other exchange in the
Russian Federation.
(a) In the case of a Delisting, Announcement Date means the date of the first
public announcement by the Exchange that the Bonds will cease to be listed or
traded in the manner described in this Section 10.2.
(b) Either party will, upon becoming aware of the occurrence of a Delisting,
promptly notify the other party of such event. For the purpose of determining
the consequence of any Delisting:
(i) Negotiated Close-out means that the parties may terminate the
Transaction on mutually acceptable terms.
(ii) Cancellation and Payment means that the Transaction will be cancelled
as of the Announcement Date and:
(A) in the case of an Option Transaction, the Seller will pay to the
Buyer the amount calculated in accordance with
Section 10.6(a)(i) below;
(C) the remainder of the Bond Basket Transaction will continue with
the Basket comprising Bonds that are not Affected Bonds; and
10.3 Change in Law means that, on or after the Trade Date of any Transaction due
to:
(a) the adoption of any legal act of the Russian Federation (including any
regulation of the Bank of Russia) including any amendment to the current laws
and regulations of the Russian Federation;
(b) the promulgation of any decision of the Constitutional Court of the Russian
Federation;
(d) the adoption by the Supreme Court of the Russian Federation and/or the
Supreme Arbitrazh Court of the Russian Federation of a judicial act or a
clarification in relation to matters of court practice,
a party to such Transaction determines reasonably and in good faith that it has become
illegal to hold, acquire or dispose of the Bonds relating to such Transaction, or it will
incur a materially increased cost in performing its obligations under such Transaction
(including, without limitation, due to any increase in tax burden);
10.4 Failure to Deliver means the failure of a party to deliver, when due, or deliver
properly the relevant Bonds under that Transaction, where such failure to deliver or
improper delivery is due to illiquidity in the market for such Bonds.
10.5 Bankruptcy has the meaning defined in the Master Agreement provided that
any reference to a Party, its Specified Entity or its Credit Support Provider will mean a
reference to the Issuer.
(A) give the other party (the Receiving Party) notice that a Failure to
Deliver has occurred:
(a) Cancellation Amount means the amount calculated by the Determining Party
in the manner provided for the calculation of the Close-out Amount as if:
(iii) all notifications required for the right to terminate the Transaction to
arise had been received on the day specified as the Transaction
termination date in Section 10 of the Standard Terms;
(iv) the Determining Party were the Non-affected Party, or, if both parties
are Determining Parties, both parties were Affected Parties;
(b) Determining Party means the party specified as such in the related
Confirmation.
(c) Any Cancellation Amount payable by one party to the other shall be paid by the
party bound to pay such amount not later than three Business Days following
the receipt by such party of a notice specifying:
The Determining Party shall send such notice promptly following such
determination.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Options:
Strike Price:2
Exchange:
Knock-in Price:
1
The default Option Entitlement is one Bond per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Bond per Option is desired.
2
This may be stated as an amount in the relevant currency or as a percentage of nominal value of the
Bond.
3
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
4
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
Knock-out Price:
[Commencement Date:]8
Expiration Date:
[Minimum Number:
Maximum Number:
Integral Multiple:]12
5
Include if Knock-in Event is applicable.
6
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
7
Include if Knock-out Event is applicable.
8
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
9
Include if a Transaction for a Bermuda Option.
10
Exclude if a Transaction for an American Option or a Bermuda Option.
11
Exclude if a Transaction for a European Option.
12
Include if a Transaction providing for Multiple Exercise.
(c) Valuation:
Settlement Currency:
Settlement Price:
[Settlement Amount:
13
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
14
Include if a Transaction providing for Multiple Exercise.
15
Include if a Transaction providing for Multiple Exercise.
16
The parties do not need to specify how the Settlement Amount and/or the Strike Price Differential
will be determined unless they wish to amend the terms of Section 8.1 and/or 8.2 of the Standard
Terms.
17
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:
18
Include if Change in Law is applicable.
19
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
20
Include if Bankruptcy is applicable.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Options:
Strike Price:22
Exchange:
[Clearance System:]24
Knock-in Price:
21
The default Option Entitlement is one Bond per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Bond per Option is desired.
22
This may be stated as an amount in the relevant currency or as a percentage of nominal value of the
Bond.
23
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
24
Include if any Transaction is settled through a Clearance System.
25
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
Knock-out Price:
[Commencement Date:]29
Expiration Date:
[Minimum Number:
Maximum Number:
Integral Multiple:]33
26
Include if Knock-in Event is applicable.
27
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
28
Include if Knock-out Event is applicable.
29
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
30
Include if a Transaction for a Bermuda Option.
31
Exclude if a Transaction for an American Option or a Bermuda Option.
32
Exclude if a Transaction for a European Option.
33
Include if a Transaction providing for Multiple Exercise.
Settlement Currency:
[Clearance System:]
34
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
35
Include if Change in Law is applicable.
36
Include if Failure to Deliver is applicable.
37
Include if Bankruptcy is applicable.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Options:
Strike Price:39
Knock-in Price:
38
The default Option Entitlement is one Basket per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Basket per Option is desired.
39
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Strike Price will be determined.
40
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
41
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
Knock-out Price:
[Commencement Date:]45
Expiration Date:
[Minimum Number:
Maximum Number:
Integral Multiple:]49
[Reference Price:]
42
, .
43
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
44
Include if Knock-out Event is applicable.
45
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
46
Include if a Transaction for a Bermuda Option.
47
Exclude if a Transaction for an American Option or a Bermuda Option.
48
Exclude if a Transaction for a European Option.
49
Include if a Transaction providing for Multiple Exercise.
Settlement Currency:
Settlement Price:
[Settlement Amount:
50
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
51
Include if a Transaction providing for Multiple Exercise.
52
Include if a Transaction providing for Multiple Exercise.
53
The parties do not need to specify how the Settlement Amount and/or the Strike Price Differential
will be determined unless they wish to amend the terms of Section 8.1 and/or 8.2 of the Standard
Terms.
54
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:
55
Include if Change in Law is applicable.
56
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
57
Include if Bankruptcy is applicable.
The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.
58
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Baskets:
Number of Options:
Strike Price:60
Exchange(s):
59
The default Option Entitlement is one Basket per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Basket per Option is desired.
60
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Strike Price will be determined.
61
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
62
Include if any Transaction is settled through a Clearance System.
63
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
Knock-out Price:
[Commencement Date:]67
Expiration Date:
[Minimum Number:
Maximum Number:
Integral Multiple:]71
64
Include if Knock-in Event is applicable.
65
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
66
Include if Knock-out Event is applicable.
67
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
68
Include if a Transaction for a Bermuda Option.
69
Exclude if a Transaction for an American Option or a Bermuda Option.
70
Exclude if a Transaction for a European Option.
[Reference Price:]
Settlement Currency:
Settlement Price:
[Settlement Amount:
71
Include if a Transaction providing for Multiple Exercise.
72
The parties do not need to specify how the Settlement Amount and/or the Strike Price Differential
will be determined unless they wish to amend the terms of Section 8.1 and/or 8.2 of the Standard
Terms.
73
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
74
Include if Change in Law is applicable.
75
Include if Failure to Deliver is applicable.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:
76
Include if Bankruptcy is applicable.
The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.
77
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Bonds:
Forward Price:78
Exchange:
Knock-in Price:
Knock-out Price:
78
This should be expressed as price per Bond. The parties may insert an amount or a formula from
which the Forward Price will be determined.
79
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
80
Include if Knock-in Event is applicable.
81
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
(b) Valuation:
Valuation Date:
Settlement Currency:
Settlement Price:
[Settlement Amount:]84
82
Include if Knock-out Event is applicable.
83
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
84
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
85
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
Title: Title:
86
Include if Change in Law is applicable.
87
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
88
Include if Bankruptcy is applicable.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Bonds:
Forward Price:89
Exchange:
[Clearance System:]90
Knock-in Price:
Knock-out Price:
89
This should be expressed as price per Bond. The parties may insert an amount or a formula from
which the Forward Price will be determined.
90
Include if any Transaction is settled through a Clearance System.
91
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
92
Include if Knock-in Event is applicable.
93
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
(b) Valuation:
Valuation Date:
Settlement Currency:
Settlement Price:
Settlement Date:
[Settlement Amount:]96
94
Include if Knock-out Event is applicable.
95
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
96
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
97
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date. If no Default Settlement Method
is specified, the Default Settlement Method will be the settlement for a Deliverable Transaction.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
98
Include if Change in Law is applicable.
99
Include if Failure to Deliver is applicable.
100
Include if Bankruptcy is applicable.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Baskets:
Forward Price:101
Knock-in Price:
Knock-out Price:
101
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Forward Price will be determined.
102
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
103
Include if Knock-in Event is applicable.
104
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
105
Include if Knock-out Event is applicable.
Valuation Date:
Settlement Currency:
Settlement Price:
[Settlement Amount:]107
106
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
107
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
108
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date. If no Default Settlement Method
is specified, the Default Settlement Method will be the settlement for Deliverable Transactions.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
Title: Title:
109
Include if Change in Law is applicable.
110
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
111
Include if Bankruptcy is applicable.
The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.
112
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.
[Letterhead of Party A]
[Date]
Dear [ ],
The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).
2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.
Trade Date:
Number of Baskets:
Forward Price:113
Knock-in Price:
Knock-out Price:
113
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Forward Price will be determined.
114
Include if any Transaction is settled through a Clearance System.
115
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
116
Include if Knock-in Event is applicable.
117
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
(b) [Valuation:
Valuation Date:
Settlement Currency:
Settlement Price:
Settlement Date:
[Settlement Amount:]120
118
Include if Knock-out Event is applicable.
119
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
120
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
121
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date. If no Default Settlement Method
is specified, the Default Settlement Method will be the settlement for Deliverable Transactions.
Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.
122
Include if Change in Law is applicable.
123
Include if Failure to Deliver is applicable.
124
Include if Bankruptcy is applicable.
The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.
125
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.
[Date]
Dear Sirs,
This Notice of Exercise has been sent to you in accordance with, and for the purposes
of, exercise by us of the Exercise Right under the Transaction pursuant to Section 3.2
of the Standard Terms of Bond Derivatives Transactions (the Standard Terms)
published in the Internet on the web pages of the Association of Russian Banks,
National Foreign Exchange Association and Russian National Association of Securities
Market Participants, applied pursuant to the Confirmation of the Transaction.
All capitalised terms in this Notice of Exercise have the meanings ascribed to them in
the Standard Terms.
Yours sincerely,
[Buyer]
______________________
Name:
Title:
INDEX OF TERMS
Option 9 2.1(c)
Option Entitlement 9 2.1(d)
Option Transaction 6 1.25
Partial Cancellation and Payment 28 10.2(b)(iii)
Partial Exercise 13 3.3
Payment Currency 3 1.5
Preceding Business Day 8 1.33(b)
Premium 10 2.4(a)
Premium Payment Date 10 2.4(a)
Put 10 2.3(b)
Receiving Party 30 10.6(c)(A)
Reference Price 15 3.5(c)
Relevant Price 3 1.4
Scheduled Closing Time 3 1.6
Scheduled Trading Day 5 1.15
Scheduled Valuation Date 19 6.4
Seller 5 1.20
Settlement Amount 23 8.1
Settlement Cycle 6 1.23
Settlement Date 21 7.4
Settlement Disruption Event 26 9.5(a)
Settlement Method Election 20 7.1(a)
Settlement Method Election Date 20 7.1(c)
Settlement Price 20 7.2
Split Ticket Delivery 25 9.3
Standard Terms 3 Preamble
Strike Price 9 2.1(e)
Strike Price Differential 23 8.2
Trade Date 4 1.9
Trading Disruption 18 6.3(a)
Transaction 6 1.24
Underlying Asset 3 1.1
Valuation Date 18 6.2
Valuation Time 18 6.1