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Notice to Holders of amendment in respect of 2014 ISDA Credit Derivatives definitions - DOL004
DOLOMITE CAPITAL LIMITED
Dated: 07 October 2014
Stock Code: DOL004
ISIN Code: ZAG000114422
Notice to Holders of Series 2 ZAR 50,000,000 Limited Recourse Floating Rate
Credit Linked Secured Notes due 2018 (the "Securities"): NOTICE OF
AMENDMENT IN RESPECT OF 2014 ISDA CREDIT DERIVATIVES DEFINITIONS
We refer to the above Securities and the ISDA Master Agreement entered into
between Bank of America, National Association and Dolomite Capital Limited
dated as of 3 July 2013 in relation to the Securities (the ISDA Master
Agreement), as supplemented by one or more credit derivative transaction(s)
(Reference: 60937174) (each a Transaction) each evidenced by a swap
confirmation (as amended and supplemented, the Swap Confirmation and,
together with the ISDA Master Agreement, the Swap Agreement). Terms not
defined in this notice shall have the meaning ascribed thereto by the
Conditions of the Securities or the Swap Agreement, as applicable.
1. Background
The International Swaps and Derivatives Association, Inc. (ISDA) has
published new credit derivatives definitions (the 2014 ISDA Credit
Derivatives Definitions) which are to govern market standard credit
derivative transactions. The 2014 ISDA Credit Derivatives Definitions
amend or clarify various provisions of the 2003 ISDA Credit Derivatives
Definitions, including (but not limited to) the following:
(a) the adoption of a standardized reference obligation across all
market-standard credit derivatives contracts referencing the same
reference entity and with the same seniority level;
(b) the determination of one or more successor reference entities
where certain transfers of debt occur;
(c) an expansion of the scope of qualifying guarantees which are
relevant for triggering and settling credit derivatives contracts;
(d) the treatment of contingent debt obligations;
(e) currency redenomination issues; and
(f) the credit event settlement mechanism following a restructuring
credit event.
In order for market participants to amend and update existing credit
derivatives transactions referencing affected Reference Entities that
are outstanding as of the relevant market implementation date for the
2014 ISDA Credit Derivatives Definitions, ISDA has published a market-
wide protocol amendment agreement, the ISDA 2014 Credit Derivatives
Definitions Protocol published on 21 August 2014 (as amended and
supplemented) and which is available on the ISDA website at
www.isda.org (the Protocol). The Protocol does not apply to the
portion of any credit derivative transaction referencing any Reference
Entity which is listed as an "Excluded Reference Entity" in the
"Excluded Reference Entity List" published by ISDA on its website, as
such list may be amended from time to time (an Excluded Reference
Entity).
The Protocol became effective among adhering parties on 6 October 2014
(being the defined "Implementation Date" in the Protocol, the Protocol
Implementation Date).
2. Calculation Agent Amendment Rights
Pursuant to: (a) Condition CL13(a) (Amendments of the Conditions in
accordance with Market Convention) of the Conditions of the Securities;
and (b) Part 5(s) (Amendment in accordance with market convention) of
the Swap Agreement, we, in our capacity as Calculation Agent, have
determined that incorporation of the 2014 ISDA Credit Derivatives
Definitions is necessary to reflect market practice for credit
derivative transactions in respect of the relevant Reference Entities
(other than any Excluded Reference Entities) and that the Conditions of
the Securities and the Swap Agreement shall therefore be amended to
reflect the provisions of the Protocol, as if the Issuer and the
Counterparty were adhering parties thereto, to incorporate the relevant
provisions of the 2014 ISDA Credit Derivatives Definitions into the
Swap Confirmation.
Accordingly, effective as of the Protocol Implementation Date, the
Calculation Agent has determined that the particular amendments set
forth below at paragraph 3 (Particular amendments to the Conditions of
the Securities) and paragraph 4 (Particular amendments to the Swap
Agreement) shall be made and the Conditions and the Swap Confirmation
shall be deemed to be amended accordingly.
3. Particular amendments to the Conditions of the Securities
(a) Any reference in the Conditions to the 2003 ISDA Credit
Derivatives Definitions as supplemented by the 2009 ISDA Credit
Derivatives Determinations Committees, Auction Settlement and
Restructuring Supplement to the 2003 ISDA Credit Derivatives
Definitions (published on July 14, 2009) (the Updated 2003 ISDA
Credit Derivatives Definitions) to the extent that it relates to a
Reference Entity that is not an Excluded Reference Entity shall be
deemed to be a reference to the 2014 ISDA Credit Derivatives
Definitions.
(b) The Conditions shall be amended in respect of any Reference
Entity that is not an Excluded Reference Entity as follows:
(A) in Condition CL3(h) (Notices), the words "Section 1.14 (but
excluding for the purposes of this paragraph, Section 1.14(a))"
shall be deleted and replaced with the words "Section 1.15";
(B) the words "Restructuring Maturity Limitation and Fully
Transferable Obligation" shall be replaced with the words "Mod
R" wherever they appear in the Conditions;
(C) the words "Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation" shall be replaced with
the words "Mod Mod R" wherever they appear in the Conditions;
and
(D) Condition CL 6(II)(d)(iii) shall be deleted in its entirety and
replaced with the following: "(iii) a DC Credit Event Question
Dismissal occurs; or".
(c) If there is any inconsistency between the definitions set out
in Condition CL1 (Definitions) of the Credit-Linked Definitions
Module and the terms of the Transaction in respect of any Reference
Entity which is not an Excluded Reference Entity, the terms of the
Transaction shall prevail. The Calculation Agent shall, acting in
its sole discretion, interpret the definitions set out in Condition
CL1 (Definitions) of the Credit-Linked Definitions Module as
necessary to eliminate any such inconsistency.
4. Particular amendments to the Swap Agreement
(a) Changes to the Swap Confirmation
As of the Protocol Implementation Date, the Swap Confirmation shall
be deemed to be amended for the purposes of the Transaction:
(A) in accordance with the amendments shown in the blackline of the
iTraxx® Europe Legacy Untranched Standard Terms Supplement
published by ISDA on its website at www.isda.org (the Template)
and as incorporated by reference into untranched transactions
referencing iTraxx® indices in accordance with Part 8 of
Schedule 1 (Amendments) to the Protocol (the Protocol Changes).
To the extent that the terms or format of the Swap Confirmation
deviate from the Template, the amendments in the Template shall
apply mutatis mutandis, as determined by the Calculation Agent
in good faith and a commercially reasonable manner; and
(B) as further set out in sub-paragraphs (b) (References to the
Credit Derivatives Definitions and Paramountcy) to (i)
(Conforming Adjustments) below (the Additional Changes),
provided that: (x) the amendments described in sub-paragraphs (A) and
(B) above shall not apply to any portion of the Transaction which is
attributable to an Excluded Reference Entity (each such portion, an
Affected Portion); and (y) in case of any inconsistency between the
Protocol Changes and the Additional Changes, the Additional Changes
shall prevail.
(b) References to the Credit Derivatives Definitions and
Paramountcy
Any reference to the Updated 2003 ISDA Credit Derivatives Definitions
in the Swap Confirmation shall be deemed to be a reference to the
2014 ISDA Credit Derivatives Definitions.
To the extent that the Updated 2003 ISDA Credit Derivatives
Definitions are otherwise supplemented or modified by the
incorporation of any additional provisions listed in Annex 1
(Existing Supplements) to the Protocol (each, an Existing
Supplement), such Existing Supplement shall be deemed amended for the
purposes of the Swap Agreement in accordance with the amendments
shown in the blackline of the applicable Existing Supplement
published by ISDA for the purposes of the Protocol on its website at
www.isda.org (each, an Amended Supplement). To the extent that the
Updated 2003 ISDA Credit Derivatives Definitions are otherwise
supplemented or modified by the incorporation of any additional
provisions that have been superseded by an Existing Supplement, such
additional provisions shall be deemed amended for the purposes of the
Swap Agreement in the same manner as the Existing Supplement, mutatis
mutandis.
In the event of any inconsistency between: (A) the terms of the 2014
ISDA Credit Derivatives Definitions; and (B) the terms of this
paragraph 4 (Particular amendments to the Swap Agreement)), the terms
of this paragraph 4 (Particular amendments to the Swap Agreement)
shall prevail.
(c) Mapping
Any reference in the Swap Confirmation to: (i) a section of the
Updated Credit Derivatives Definitions; or (ii) a section referred to
in the 2005 Matrix Supplement to the 2003 ISDA Credit Derivatives
Definitions published on March 7, 2005, in each case, as set out in
the Column entitled "Updated 2003 Definitions Citation" of Annex 2
(Mapping Table) to the Protocol shall be deemed to be a reference to
the corresponding section of the 2014 Definitions set out in the
Column entitled "2014 Definitions Citation" of Annex 2 (Mapping
Table) to the Protocol.
(d) References to Restructuring Maturity Limitation and Fully
Transferable Obligation
The Swap Confirmation shall be amended by replacing the words
"Restructuring Maturity Limitation and Fully Transferable Obligation"
with the words "Mod R".
(e) References to Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation
The Swap Confirmation shall be amended by replacing the words
"Modified Restructuring Maturity Limitation and Conditionally
Transferable Obligation" with the words "Mod Mod R".
(f) Subordinated European Insurance Terms
If the Swap Confirmation evidences any Subordinated European
Insurance Transaction that is not attributable to an Excluded
Reference Entity, the Affected Portion shall be amended by inserting
the following:
"Subordinated European Insurance Terms: Applicable."
(g) Credit Derivatives Physical Settlement Matrix
If the Swap Confirmation has incorporated a version of the Credit
Derivatives Physical Settlement Matrix published by ISDA prior to the
Protocol Implementation Date, such version shall be replaced by the
version of the Credit Derivatives Physical Settlement Matrix, as at
the Protocol Implementation Date as published by ISDA on its website
at www.isda.org.
(h) Fallback Settlement Method
Notwithstanding anything else in this paragraph 4 (Particular
amendments to the Swap Agreement), no Protocol Changes or Additional
Changes under this paragraph 4 (Particular amendments to the Swap
Agreement) shall affect the Fallback Settlement Method, as specified
in the Swap Confirmation or the provisions of paragraph 4.4
(Settlement Terms) of the Swap Confirmation, other than in relation
to the determination as to what may constitute a "Selected
Obligation" for the purpose of the definition thereof in paragraph
4.4 (Settlement Terms) of the Swap Confirmation.
(i) Conforming adjustments
If there are any inconsistencies or discrepancies as between this
Confirmation and the 2014 ISDA Credit Derivatives Definitions, the
Calculation Agent shall resolve any such inconsistencies or
discrepancies acting in its sole discretion.
THE ABOVE AMENDMENTS ARE EFFECTIVE AS OF THE PROTOCOL IMPLEMENTATION DATE.
NO FURTHER ACTION NEEDS TO BE TAKEN BY THE ISSUER, THE COUNTERPARTY, THE
TRUSTEE OR ANY SECURITYHOLDER IN ORDER TO EFFECT THESE AMENDMENTS. PLEASE
UPDATE YOUR RECORDS ACCORDINGLY.
Series 4 ZAR 50,000,000 Limited Recourse Floating Rate Credit Linked
Secured Notes due 2019 (ISIN: ZAG000114422) (the "Securities"): NOTICE OF
AMENDMENT IN RESPECT OF 2014 ISDA CREDIT DERIVATIVES DEFINITIONS
We refer to the above Securities and the ISDA Master Agreement entered into
between Bank of America, National Association and Dolomite Capital Limited
dated as of 3 April 2014 in relation to the Securities (the ISDA Master
Agreement), as supplemented by one or more credit derivative transaction(s)
(Reference: 61291988) (each a Transaction) each evidenced by a swap
confirmation (as amended and supplemented, the Swap Confirmation and,
together with the ISDA Master Agreement, the Swap Agreement). Terms not
defined in this notice shall have the meaning ascribed thereto by the
Conditions of the Securities or the Swap Agreement, as applicable.
5. Background
The International Swaps and Derivatives Association, Inc. (ISDA) has
published new credit derivatives definitions (the 2014 ISDA Credit
Derivatives Definitions) which are to govern market standard credit
derivative transactions. The 2014 ISDA Credit Derivatives Definitions
amend or clarify various provisions of the 2003 ISDA Credit Derivatives
Definitions, including (but not limited to) the following:
(g) the adoption of a standardized reference obligation across all
market-standard credit derivatives contracts referencing the same
reference entity and with the same seniority level;
(h) the determination of one or more successor reference entities
where certain transfers of debt occur;
(i) an expansion of the scope of qualifying guarantees which are
relevant for triggering and settling credit derivatives contracts;
(j) the treatment of contingent debt obligations;
(k) currency redenomination issues; and
(l) the credit event settlement mechanism following a restructuring
credit event.
In order for market participants to amend and update existing credit
derivatives transactions referencing affected Reference Entities that
are outstanding as of the relevant market implementation date for the
2014 ISDA Credit Derivatives Definitions, ISDA has published a market-
wide protocol amendment agreement, the ISDA 2014 Credit Derivatives
Definitions Protocol published on 21 August 2014 (as amended and
supplemented) and which is available on the ISDA website at
www.isda.org (the Protocol). The Protocol does not apply to the
portion of any credit derivative transaction referencing any Reference
Entity which is listed as an "Excluded Reference Entity" in the
"Excluded Reference Entity List" published by ISDA on its website, as
such list may be amended from time to time (an Excluded Reference
Entity).
The Protocol became effective among adhering parties on 6 October 2014
(being the defined "Implementation Date" in the Protocol, the Protocol
Implementation Date).
6. Calculation Agent Amendment Rights
Pursuant to: (a) Condition CL13(a) (Amendments of the Conditions in
accordance with Market Convention) of the Conditions of the Securities;
and (b) Part 5(s) (Amendment in accordance with market convention) of
the Swap Agreement, we, in our capacity as Calculation Agent, have
determined that incorporation of the 2014 ISDA Credit Derivatives
Definitions is necessary to reflect market practice for credit
derivative transactions in respect of the relevant Reference Entities
(other than any Excluded Reference Entities) and that the Conditions of
the Securities and the Swap Agreement shall therefore be amended to
reflect the provisions of the Protocol, as if the Issuer and the
Counterparty were adhering parties thereto, to incorporate the relevant
provisions of the 2014 ISDA Credit Derivatives Definitions into the
Swap Confirmation.
Accordingly, effective as of the Protocol Implementation Date, the
Calculation Agent has determined that the particular amendments set
forth below at paragraph 3 (Particular amendments to the Conditions of
the Securities) and paragraph 4 (Particular amendments to the Swap
Agreement) shall be made and the Conditions and the Swap Confirmation
shall be deemed to be amended accordingly.
7. Particular amendments to the Conditions of the Securities
(d) Any reference in the Conditions to the 2003 ISDA Credit
Derivatives Definitions as supplemented by the 2009 ISDA Credit
Derivatives Determinations Committees, Auction Settlement and
Restructuring Supplement to the 2003 ISDA Credit Derivatives
Definitions (published on July 14, 2009) (the Updated 2003 ISDA
Credit Derivatives Definitions) to the extent that it relates to a
Reference Entity that is not an Excluded Reference Entity shall be
deemed to be a reference to the 2014 ISDA Credit Derivatives
Definitions.
(e) The Conditions shall be amended in respect of any Reference
Entity that is not an Excluded Reference Entity as follows:
(E) in Condition CL3(h) (Notices), the words "Section 1.14 (but
excluding for the purposes of this paragraph, Section 1.14(a))"
shall be deleted and replaced with the words "Section 1.15";
(F) the words "Restructuring Maturity Limitation and Fully
Transferable Obligation" shall be replaced with the words "Mod
R" wherever they appear in the Conditions;
(G) the words "Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation" shall be replaced with
the words "Mod Mod R" wherever they appear in the Conditions;
and
(H) Condition CL 6(II)(d)(iii) shall be deleted in its entirety and
replaced with the following: "(iii) a DC Credit Event Question
Dismissal occurs; or".
(f) If there is any inconsistency between the definitions set out
in Condition CL1 (Definitions) of the Credit-Linked Definitions
Module and the terms of the Transaction in respect of any Reference
Entity which is not an Excluded Reference Entity, the terms of the
Transaction shall prevail. The Calculation Agent shall, acting in
its sole discretion, interpret the definitions set out in Condition
CL1 (Definitions) of the Credit-Linked Definitions Module as
necessary to eliminate any such inconsistency.
8. Particular amendments to the Swap Agreement
(a) Changes to the Swap Confirmation
As of the Protocol Implementation Date, the Swap Confirmation shall
be deemed to be amended for the purposes of the Transaction:
(A) in accordance with the amendments shown in the blackline of the
iTraxx® Europe Legacy Untranched Standard Terms Supplement
published by ISDA on its website at www.isda.org (the Template)
and as incorporated by reference into untranched transactions
referencing iTraxx® indices in accordance with Part 8 of
Schedule 1 (Amendments) to the Protocol (the Protocol Changes).
To the extent that the terms or format of the Swap Confirmation
deviate from the Template, the amendments in the Template shall
apply mutatis mutandis, as determined by the Calculation Agent
in good faith and a commercially reasonable manner; and
(B) as further set out in sub-paragraphs (b) (References to the
Credit Derivatives Definitions and Paramountcy) to (i)
(Conforming Adjustments) below (the Additional Changes),
provided that: (x) the amendments described in sub-paragraphs (A) and
(B) above shall not apply to any portion of the Transaction which is
attributable to an Excluded Reference Entity (each such portion, an
Affected Portion); and (y) in case of any inconsistency between the
Protocol Changes and the Additional Changes, the Additional Changes
shall prevail.
(b) References to the Credit Derivatives Definitions and
Paramountcy
Any reference to the Updated 2003 ISDA Credit Derivatives Definitions
in the Swap Confirmation shall be deemed to be a reference to the
2014 ISDA Credit Derivatives Definitions.
To the extent that the Updated 2003 ISDA Credit Derivatives
Definitions are otherwise supplemented or modified by the
incorporation of any additional provisions listed in Annex 1
(Existing Supplements) to the Protocol (each, an Existing
Supplement), such Existing Supplement shall be deemed amended for the
purposes of the Swap Agreement in accordance with the amendments
shown in the blackline of the applicable Existing Supplement
published by ISDA for the purposes of the Protocol on its website at
www.isda.org (each, an Amended Supplement). To the extent that the
Updated 2003 ISDA Credit Derivatives Definitions are otherwise
supplemented or modified by the incorporation of any additional
provisions that have been superseded by an Existing Supplement, such
additional provisions shall be deemed amended for the purposes of the
Swap Agreement in the same manner as the Existing Supplement, mutatis
mutandis.
In the event of any inconsistency between: (A) the terms of the 2014
ISDA Credit Derivatives Definitions; and (B) the terms of this
paragraph 4 (Particular amendments to the Swap Agreement)), the terms
of this paragraph 4 (Particular amendments to the Swap Agreement)
shall prevail.
(j) Mapping
Any reference in the Swap Confirmation to: (i) a section of the
Updated Credit Derivatives Definitions; or (ii) a section referred to
in the 2005 Matrix Supplement to the 2003 ISDA Credit Derivatives
Definitions published on March 7, 2005, in each case, as set out in
the Column entitled "Updated 2003 Definitions Citation" of Annex 2
(Mapping Table) to the Protocol shall be deemed to be a reference to
the corresponding section of the 2014 Definitions set out in the
Column entitled "2014 Definitions Citation" of Annex 2 (Mapping
Table) to the Protocol.
(k) References to Restructuring Maturity Limitation and Fully
Transferable Obligation
The Swap Confirmation shall be amended by replacing the words
"Restructuring Maturity Limitation and Fully Transferable Obligation"
with the words "Mod R".
(l) References to Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation
The Swap Confirmation shall be amended by replacing the words
"Modified Restructuring Maturity Limitation and Conditionally
Transferable Obligation" with the words "Mod Mod R".
(m) Subordinated European Insurance Terms
If the Swap Confirmation evidences any Subordinated European
Insurance Transaction that is not attributable to an Excluded
Reference Entity, the Affected Portion shall be amended by inserting
the following:
"Subordinated European Insurance Terms: Applicable."
(n) Credit Derivatives Physical Settlement Matrix
If the Swap Confirmation has incorporated a version of the Credit
Derivatives Physical Settlement Matrix published by ISDA prior to the
Protocol Implementation Date, such version shall be replaced by the
version of the Credit Derivatives Physical Settlement Matrix, as at
the Protocol Implementation Date as published by ISDA on its website
at www.isda.org.
(o) Fallback Settlement Method
Notwithstanding anything else in this paragraph 4 (Particular
amendments to the Swap Agreement), no Protocol Changes or Additional
Changes under this paragraph 4 (Particular amendments to the Swap
Agreement) shall affect the Fallback Settlement Method, as specified
in the Swap Confirmation or the provisions of paragraph 4.4
(Settlement Terms) of the Swap Confirmation, other than in relation
to the determination as to what may constitute a "Selected
Obligation" for the purpose of the definition thereof in paragraph
4.4 (Settlement Terms) of the Swap Confirmation.
(p) Conforming adjustments
If there are any inconsistencies or discrepancies as between this
Confirmation and the 2014 ISDA Credit Derivatives Definitions, the
Calculation Agent shall resolve any such inconsistencies or
discrepancies acting in its sole discretion.
THE ABOVE AMENDMENTS ARE EFFECTIVE AS OF THE PROTOCOL IMPLEMENTATION DATE.
NO FURTHER ACTION NEEDS TO BE TAKEN BY THE ISSUER, THE COUNTERPARTY, THE
TRUSTEE OR ANY SECURITYHOLDER IN ORDER TO EFFECT THESE AMENDMENTS. PLEASE
UPDATE YOUR RECORDS ACCORDINGLY.
Date: 07/10/2014 04:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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