Revised 2005 Delphi CDS Index Protocol
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The Revised 2005 Delphi CDS Index Protocol (the “Protocol”) relates to settlement issues concerning Delphi Corporation (“Delphi”), a U.S. company that filed for bankruptcy on October 8, 2005. Delphi is an automotive parts supplier that is included in various credit derivative indices, including those published by Dow Jones CDX and TRAC-X. The purpose of the Protocol is to offer market participants an efficient way to address the settlement issues relating to trades on credit derivative indices that included Delphi. The Protocol will offer institutions the ability to amend their documentation for the index trades in order to utilize an auction process scheduled for November 4, 2005 to determine the final price for a Delphi bond. Markit Group Limited and Creditex, Inc. will administer the auction. It should be noted that, unlike other ISDA Protocols, there is no adherence fee associated with ISDA members or non-ISDA members submitting Adherence Letters in connection with the Revised 2005 Delphi CDS Index Protocol. The Revised 2005 Delphi CDS Index Protocol is open to ISDA members and non-members. The Protocol will be open between October 28, 2005 and November 2, 2005. |
| A signed copy and a conformed copy of an Adherence Letter must be received in order for ISDA to list a party as having adhered to the Revised 2005 Delphi CDS Index Protocol. (See "ISDA Procedures")
The most common problem experienced in the adherence process for prior Protocols was the failure to include a conformed copy of the Adherence Letter. We remind parties that a conformed copy, together with a signed copy, must be submitted to ISDA in connection with adherence to the Revised 2005 Delphi CDS Index Protocol. |
PLEASE NOTE: THIS PROTOCOL IS CLOSED.
The following documents must be submitted via email to the ISDA office in New York in order to adhere to the 2005 Delta & Northwest CDS Index Protocol:
Unlike previous protocols, ISDA will only accept email delivery of Adherence Letters. An Adhering Party is not required to send original Adherence Letters to the ISDA offices. Please submit all Adherence Letters via email to dnprotocol@isda.org. It is critical that both a scanned, signed Adherence Letter, as well as a scanned, conformed Adherence Letter is submitted. Entities will not be deemed to have adhered to the Protocol until both the signed and conformed Adherence Letters are submitted by email in accordance with the Adherence Period. No other documents are required in order to adhere to the 2005 Delta & Northwest CDS Index Protocol. Supporting documentation, such as board resolutions or a list of authorized signatures, can be provided and will be held in safekeeping by ISDA, but it is not necessary to submit such documents in order to adhere to the Protocol. Access to supporting documentation will only be provided if requested in writing. The Protocol will open for adherence on Friday September 23, 2005 however, the Effective Date of any of the amendments and agreements contained in the Protocol will be September 30, 2005. Email address for Delivery of Adherence Letters: |
| dnprotocol@isda.org |
| A signed copy and a conformed copy of an Adherence Letter must be received in order for ISDA to list a party as having adhered to the 2005 Delta & Northwest CDS Index Protocol. (See "ISDA Procedures")
The most common problem experienced in the adherence process for prior Protocols was the failure to include a conformed copy of the Adherence Letter. We remind parties that a conformed copy, together with a signed copy, must be submitted to ISDA in connection with adherence to the 2005 Delta & Northwest CDS Index Protocol. |
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THIS FAQ DOES NOT PURPORT AND SHOULD NOT BE CONSIDERED TO BE A GUIDE TO OR EXPLANATION OF ALL RELEVANT ISSUES OR CONSIDERATIONS IN CONNECTION WITH THE 2005 DELTA & NORTHWEST CDS INDEX PROTOCOL. PARTIES SHOULD THEREFORE CONSULT WITH THEIR LEGAL ADVISERS AND ANY OTHER ADVISER THEY DEEM APPROPRIATE PRIOR TO USING THE 2005 DELTA & NORTHWEST CDS INDEX PROTOCOL. ISDA ASSUMES NO RESPONSIBILITY FOR ANY USE TO WHICH ANY OF ITS DOCUMENTATION OR OTHER DOCUMENTATION MAY BE PUT. Please note that capitalized terms used in this FAQ page are as defined in either Section 6 of the 2005 Delta & Northwest CDS Index Protocol or in the related ISDA Master Agreement or 2003 ISDA Credit Derivatives Definitions. This FAQ page may be updated over time. (The last update was on September 22, 2005.) This FAQ is divided into five sections: Introduction and Overview of 2005 Delta & Northwest CDS Index Protocol What is the purpose of the 2005 Delta & Northwest CDS Index Protocol? The purpose of the Protocol is to enable parties to Covered Index Transactions to confirm their intentions in respect to certain matters arising in relation to Delta Air Lines, Inc. and Northwest Airlines, Inc declaring bankrupty by filing for Chapter 11 on September 14, 2005. How does the 2005 Delta & Northwest CDS Index Protocol work? The Protocol reflects an innovative procedure which allows for various standardized amendments to be deemed to be made to the relevant ISDA Master Agreement and Index Documentation relating to confirmations or master confirmations in connection with a Covered HYDI Transaction or a Covered TRAC-X Transaction. It builds on the principle that parties may agree with one or more other parties that certain terms and provisions will apply to their respective relationships (unless and until they specifically agree otherwise). The Protocol provides a multilateral mechanism which enables multiple parties to agree that, in respect of any Index Documentation between any two of them, various standardized amendments will apply. Market participants (“Adhering Parties”) indicate their participation in the Protocol arrangement by sending a letter (an “Adherence Letter”) to ISDA by email to dnprotocol@isda.org. The Adherence Letter allows the Adhering Party to specify that Annex 1 to the 2005 Delta & Northwest CDS Index Protocol, containing standardized amendments to its Index Documentation, will apply with other Adhering Parties. By submitting the Adherence Letter, the Adhering Party agrees that the provisions of Annex 1 will apply in respect of Covered Index Transactions with another Adhering Party submitting an Adherence Letter. The amendment and adherence process, among other matters, is set out in the Protocol itself, which is published on ISDA’s web site (www.isda.org), along with a form of the Adherence Letter. For further detail on the adherence process, please see the Protocol Mechanics section of this FAQ. What documents are covered by the 2005 Delta & Northwest CDS Index Protocol? The following documents are covered:
Why should I consider participating in the 2005 Delta & Northwest CDS Index Protocol? The Protocol has a number of significant advantages. In summary:
For whom is the 2005 Delta & Northwest CDS Index Protocol designed? The Protocol is designed for all types of participants in the OTC derivatives markets, including (but not limited to) any bank, corporation, government, investment firm, insurance company, pension fund and other fund entity, partnership and private individual that has entered into Covered Index Transactions with respect to Delta Air Lines, Inc. and Northwest Airlines, Inc. The Protocol was not designed with any particular type of derivative user in mind and in no way discriminates between different types of users. Do I need to be an ISDA member to participate in the 2005 Delta & Northwest CDS Index Protocol? No. The Protocol is open equally to members of ISDA and non-members of ISDA. Is the 2005 Delta & Northwest CDS Index Protocol in any way related to previous ISDA Protocols (e.g., the 2002 ISDA Master Agreement Protocol or the CDS Index Protocol)? No. This Protocol is separate and independent from each other ISDA Protocol. Whether or not a party has adhered to any other ISDA Protocol is irrelevant for purposes of this Protocol. What alternatives (if any) are there to participating in the 2005 Delta & Northwest CDS Index Protocol? The issues relating to Covered Index Transactions in connection with Delta Air Lines, Inc. and Northwest Airlines, Inc could be addressed by way of individually negotiated provisions or by incorporating relevant provisions of the Protocol by reference. However, in either case, bilateral negotiations would be required and these could be time consuming and therefore costly. 2005 Delta & Northwest CDS Index Protocol Mechanics How can I check the signing authority of other 2005 Delta & Northwest CDS Index Protocol Adherents? For security reasons, Adherence Letters on ISDA’s web site will have signatures conformed into type and signing authority information will not be displayed. Any supporting documents delivered to ISDA will not be made available (except in special cases). However, should parties wish to take steps to ascertain signing authority, the posted Adherence Letter will include a contact name and contact details. Can I obtain copies of supporting documents or hard copies of Adherence Letters? Yes. If you wish to obtain hard copies of Adherence Letters, each Adherence Letter posted on ISDA’s web site will include a contact name and contact details for the person who can send such documents. In special circumstances only (e.g., in litigation, when properly subpoenaed by a court of law), ISDA can provide certified copies of the documents held. Which party in a corporate group must adhere? Each legal entity that has entered into a Covered Index Transaction with respect to Delta Air Lines, Inc. and Northwest Airlines, Inc must adhere separately in its own capacity if it wishes to adhere to the Protocol. The Protocol does not contemplate adherence by a group of separate legal entities. Can I use one Adherence Letter for all my firms' affiliates? No. A separate Adherence Letter must be submitted for each legal entity adhering to the Protocol. This is to ensure that all Adherence Letters are submitted in the same form and to preserve a straightforward mechanical process of administration. How long do I have to participate in the 2005 Delta & Northwest CDS Index Protocol. Is there a deadline? The Protocol will be open for adherence between Friday, September 23 and Friday, September 30, 2005. Why is there a limited adherence period for the 2005 Delta & Northwest CDS Index Protocol? There is a limited adherence period to provide Adhering Parties (as well as ISDA) with a measure of certainty and finality. The limited adherence period should also encourage market participants to consider the issues addressed by the Protocol sooner rather than later, thereby assisting with the smooth and efficient functioning of the OTC derivatives markets. How will I know who has adhered to the 2005 Delta & Northwest CDS Index Protocol? A list of Adhering Parties, updated at least twice every day during the Protocol period, is displayed on ISDA’s web site. Can I modify the wording of the 2005 Delta & Northwest CDS Index Protocol or the substantive clauses? No. Any changes to the standardized wording set out in the Protocol or to the standard form Adherence Letter will be considered invalid and unenforceable. Counterparties can, of course, negotiate and agree to any changes bilaterally outside the scope of the Protocol. The Protocol in no way inhibits freedom of contract whether the parties have adhered to the Protocol or not. If parties to a Covered Index Transaction do wish to vary the terms of the Protocol as they would otherwise apply, Section 5(b) of the Protocol describes how they should do so. Can I revoke my participation in the 2005 Delta & Northwest CDS Index Protocol? Once an Adherence Letter has been accepted by ISDA, an Adhering Party is bound by all amendments elected by way of the matching procedure with other parties that have already adhered to the Protocol or, subject to the discussion below, that adhere before the end of the Adherence Period. However, an Adhering Party may, at any time during the Adherence Period deliver to ISDA a further notice specifying an earlier cut-off date in respect of its own adherence in accordance with Section 5(c) of the 2005 Delta & Northwest CDS Index Protocol. The effect of such a letter will be to withdraw adherence as of the future date specified. Although amendments already made will not be revoked, any subsequent adherence by one of the Adhering Party’s counterparties will be ineffective in respect of a Covered Index Transaction between them. What is ISDA’s role in the 2005 Delta & Northwest CDS Index Protocol? ISDA acts, for certain purposes, as an agent for participating parties. It will receive Adherence Letters and update the web site daily during the Adherence Period. ISDA also publishes the Protocol and provides information about it to interested parties. What will ISDA do with evidence of authority submitted to it? ISDA will hold any evidence of authority in its files for safekeeping. Copies of this evidence of authority will only be provided in special circumstances, such as in litigation, when properly subpoenaed by a court of law. Parties are encouraged to contact their counterparties directly if they require such evidence for their files. Each Adhering Party will provide in their Adherence Letter details of a person to contact regarding such information. How can I participate in the 2005 Delta & Northwest CDS Index Protocol? Market participants can participate by downloading all necessary information from ISDA’s web site and then submitting a signed Adherence Letter in the proper form (together with a conformed copy of the Adherence Letter) by email to dnprotocol@isda.org. Are parties required to provide evidence of authority to ISDA? No. Parties can provide evidence of authority to ISDA if they so choose, but they are not required to do so. What do I need to do after emailing my Adherence Letter to dnprotocol@isda.org? Adhering Parties will wish to monitor adherence by others and satisfy themselves as to signing authority. They may also wish to negotiate with non-adhering counterparties. How much does adherence to the 2005 Delta & Northwest CDS Index Protocol cost? There is no charge to adhere to the Protocol. How can I get a copy of the 2005 Delta & Northwest CDS Index Protocol and other relevant information? Copies of the Protocol, the form of Adherence Letter and information about ISDA’s role and other aspects of the Protocol are available on these pages. |