This sentence should be included only where both the FX Glossary and the Rates Glossary are incorporated.

Transcription

1 Date: [ ] To: [ ] Attn: [ ] Fax: [ ] From: [ ] Re: [ ] Transaction Ref No. [ ] Dear Sirs The purpose of this letter (this Confirmation ) is to confirm the terms and conditions of the [Deliverable] [Non-Deliverable] [FX Spot] [FX Forward] [FX Swap] [Currency Option] [Interest Rate Swap] [Cross Currency Swap] 1 Transaction entered into between us on the Trade Date specified below (the Transaction ). This Confirmation constitutes a Confirmation as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the [ISDA Glossary of Selected Provisions from the 1998 FX and Currency Option Definitions, as amended by the 2005 Barrier Option Supplement Vietnamese Translation, as amended through the Trade Date of this Transaction (the FX Glossary )] [and the] [ISDA Glossary of Selected Provisions from the 2006 ISDA Definitions Vietnamese Translation, as amended through the Trade Date of this Transaction (the Rates Glossary [, and together with the FX Glossary, the Glossaries ])] 2, 3, [each] as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the [FX Glossary] [Rates Glossary] [either of the Glossaries] and this Confirmation, this Confirmation will govern. [In the event of any inconsistency between the FX Glossary and the Rates Glossary, the Rates Glossary will prevail except that the FX Glossary will prevail for purposes of the Settlement Terms and Other Terms set forth below.] 4 1 These confirmation templates attempt to cover the following plain vanilla OTC transactions: (a) Deliverable USD/VND FX spots, FX forwards and FX swaps, (b) Deliverable USD/VND put and call currency options, (c) Deliverable USD/VND binary options, (d) Deliverable and Non-Deliverable USD or VND interest rate swaps, and (e) Deliverable and Non-Deliverable USD/VND cross currency swaps. 2 The attention of parties who choose to incorporate the FX Glossary and/or the Rates Glossary by reference are drawn to the Important Disclaimers set out in the Glossaries. Notwithstanding the publication of these confirmation templates by ISDA, the Important Disclaimers continue to apply. Parties are reminded that neither the publication of these confirmation templates nor the Glossaries by ISDA obviates the need for each party to review the provisions of these confirmation templates and the Glossaries carefully and to form its own independent judgment on the appropriateness of such templates and the Glossaries for use by it in documenting its privately negotiated transactions. ISDA assumes no responsibility for any use to which these confirmation templates and the Glossaries may be put. 3 Only the FX Glossary should be incorporated for FX spots, FX forwards, FX swaps, put and call currency options and binary options. Only the Rates Glossary should be incorporated for Deliverable interest rate swaps and cross currency swaps. Both the Rates Glossary and the FX Glossary should be incorporated for Non- Deliverable interest rate swaps and cross currency swaps. 4 This sentence should be included only where both the FX Glossary and the Rates Glossary are incorporated. 1

2 This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of [ ], as amended and supplemented from time to time (the Agreement ), between [ ] ( Party A ) and [ ] ( Party B ). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The terms of the Transaction to which this Confirmation relates are as follows: 2

3 Deliverable FX Spot or FX Forward Transaction: Trade Date: [ ]. Amount and currency payable by Party A: [USD][VND][ ]. Amount and currency payable by Party B: [USD][VND][ ]. Settlement Date: Business Days: [ ], subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. New York and Hanoi. 3

4 Deliverable FX Swap Transaction: Trade Date: [ ]. FX Spot Transaction Amount and currency payable by Party A: [USD][VND][ ]. Amount and currency payable by Party B: [USD][VND][ ]. Settlement Date: Business Days: [ ], subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. New York and Hanoi. FX Forward Transaction Amount and currency payable by Party A: [USD][VND][ ]. Amount and currency payable by Party B: [USD][VND][ ]. Settlement Date: Business Days: [ ], subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. New York and Hanoi. 4

5 Deliverable Currency Option Transaction: Trade Date: [ ]. [Commencement Date 5 : [ ]. Buyer: Seller: Currency Option Style: Currency Option Type: European. [USD][VND] Put / [USD][VND] Call. Call Currency and Call Currency Amount: [USD][VND][ ]. Put Currency and Put Currency Amount: [USD][VND][ ]. Strike Price: [ ] VND/USD. Expiration Date: [ ] 6. Expiration Time: [Latest Exercise Time 7 : [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time). [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time).] [Automatic Exercise: Inapplicable]. 8 Settlement Date: [The [ ] Business Day following the Exercise Date]. OR [Specify date], subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. Premium 9 : [USD][VND][ ]. Price 9 : [ ]% of the [Call Currency Amount][Put Currency Amount]. Premium Payment Date: [ ] Parties should include this date if they wish to modify the presumption that the Commencement Date will be the Trade Date. 6 Parties should include the Business Day Convention if they wish to modify the presumption that the Expiration Date will be adjusted in accordance with the Following Business Day Convention. 7 Parties should include this time if they wish to modify the presumption that the Latest Exercise Time will be the Expiration Time. 8 Parties should include this information if they wish to modify the presumption that Automatic Exercise applies to a Currency Option Transaction. 9 Parties may specify a Premium, or a Price expressed as a percentage of the Call Currency Amount or the Put Currency Amount, as appropriate. 5

6 Business Days: New York and Hanoi. 10 Parties should include the Business Day Convention if they wish to modify the presumption that the Premium Payment Date will be adjusted in accordance with the Following Business Day Convention. 6

7 Deliverable No-Touch or One-Touch Binary Currency Option Transaction: (a) General Terms: Trade Date: [ ]. [Commencement Date 11 : [ ]. Buyer: Seller: Currency Option Type: Binary. Expiration Date: [ ] 12. Expiration Time: Settlement: [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time). Non-Deliverable. Settlement Amount: [USD][VND][ ]. Settlement Date: [The [ ] Business Day following the occurrence of a Barrier Event. OR [Specify date], subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. Premium 13 : [USD][VND][ ]. Price 13 : [ ]% of the [Call Currency Amount][Put Currency Amount]. Premium Payment Date: [ ] 14. (b) Other Terms and Conditions: Barrier Event: Event Type: Applicable. [No-Touch Binary] [One-Touch Binary]. Spot Exchange 11 Parties should include this date if they wish to modify the presumption that the Commencement Date will be the Trade Date. 12 Parties should include the Business Day Convention if they wish to modify the presumption that the Expiration Date will be adjusted in accordance with the Following Business Day Convention. 13 Parties may specify a Premium, or a Price expressed as a percentage of the Call Currency Amount or the Put Currency Amount, as appropriate. 14 Parties should include the Business Day Convention if they wish to modify the presumption that the Premium Payment Date will be adjusted in accordance with the Following Business Day Convention. 7

8 Rate Direction: [Barrier Event Rate Source 15 : [Initial Spot Price 16 : Barrier Level: [Event Period Start Date and Time 17 : [Event Period End Date and Time 18 : [Greater than or equal to] [Less than or equal to] the Barrier Level. VND ABS (VND01).] [ ] VND/USD. [ ] VND/USD. [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time).] [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time).] [Barrier Event Determination Date 19 : [ ]. [Barrier Determination Agent 20 : [ ]. Business Days: New York and Hanoi. 15 If the Transaction is a spot market Binary Option Type, a Barrier Event Rate Source should not be specified. 16 The Initial Spot Price is an optional provision. Parties can include an Initial Spot Price for purposes of determining the direction at which the Spot Exchange Rate has crossed the Barrier Level. If specified, the convention used to state the currency pair for the Initial Spot Price should be the same as that used to state the currency pair applicable to the Barrier Level. 17 Parties should specify the Event Period Start Date and Time if they wish to modify the presumption that the Event Period Start Date and Time is the Trade Date at the time that the Transaction was entered into. 18 Parties should include Event Period End Date and Time if they wish to modify the presumption that the Event Period End Date and Time are the Expiration Date at the Expiration Time. Nonetheless, for an at-expiration Binary Option Type, parties may wish to specify that the Event Period End Date and Time are the Expiration Time on the Expiration Date. 19 Parties should include this term to specify that only particular days during the Event Period can be a Barrier Event Determination Date (e.g., every Wednesday during the Event Period). Parties should include a Business Day Convention if they wish to modify the presumption that the Barrier Event Determination Date will not be adjusted. 20 Parties should specify a Barrier Determination Agent if they wish to modify the presumption that the Barrier Determination Agent is the Calculation Agent 8

9 Deliverable Double No-Touch and Double One-Touch Binary Currency Option Transaction: (a) General Terms: Trade Date: [ ]. [Commencement Date 21 : [ ]. Buyer: Seller: Currency Option Type: Binary. Expiration Date: [ ] 22. Expiration Time: Settlement: [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time). Non-Deliverable. Settlement Amount: [USD][VND][ ]. Settlement Date: [The [ ] Business Day following the occurrence of a Barrier Event]. OR [Specify date], subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. Premium 23 : [USD][VND][ ]. Price 23 : [ ]% of the [Call Currency Amount][Put Currency Amount]. Premium Payment Date: [ ] 24. (b) Other Terms and Conditions: Barrier Event: Event Type: [Barrier Event Rate Source 25 : Applicable. [Double No-Touch Binary] [Double One-Touch Binary]. VND ABS (VND01).] 21 Parties should include this date if they wish to modify the presumption that the Commencement Date will be the Trade Date. 22 Parties should include the Business Day Convention if they wish to modify the presumption that the Expiration Date will be adjusted in accordance with the Following Business Day Convention. 23 Parties may specify a Premium, or a Price expressed as a percentage of the Call Currency Amount or the Put Currency Amount, as appropriate. 24 Parties should include the Business Day Convention if they wish to modify the presumption that the Premium Payment Date will be adjusted in accordance with the Following Business Day Convention. 25 If the Transaction is a spot market Binary Option Type, a Barrier Event Rate Source should not be specified. 9

10 [Initial Spot Price 26 : Upper Barrier Level: Lower Barrier Level: [Event Period Start Date and Time 27 : [Event Period End Date and Time 28 : [ ] VND/USD. [ ] VND/USD. [ ] VND/USD. [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time).] [ ] [a.m.][p.m.] ([Hanoi] [Singapore] time).] [Barrier Event Determination Date 29 : [ ]. [Barrier Determination Agent 30 : [ ]. Business Days: New York and Hanoi. 26 The Initial Spot Price is an optional provision. Parties can include an Initial Spot Price for purposes of determining the direction at which the Spot Exchange Rate has crossed the Barrier Level. If specified, the convention used to state the currency pair for the Initial Spot Price should be the same as that used to state the currency pair applicable to the Barrier Level. 27 Parties should specify the Event Period Start Date and Time if they wish to modify the presumption that the Event Period Start Date and Time is the Trade Date at the time that the Transaction was entered into. 28 Parties should include Event Period End Date and Time if they wish to modify the presumption that the Event Period End Date and Time are the Expiration Date at the Expiration Time. Nonetheless, for an at-expiration Binary Option Type, parties may wish to specify that the Event Period End Date and Time are the Expiration Time on the Expiration Date. 29 Parties should include this term to specify that only particular days during the Event Period can be a Barrier Event Determination Date (e.g., every Wednesday during the Event Period). Parties should include a Business Day Convention if they wish to modify the presumption that the Barrier Event Determination Date will not be adjusted. 30 Parties should specify a Barrier Determination Agent if they wish to modify the presumption that the Barrier Determination Agent is the Calculation Agent 10

11 Deliverable Interest Rate Swap Transaction: Trade Date: [ ]. Effective Date: [ ]. Termination Date: [ ]. Notional Amount: [USD][VND][ ]. Fixed Amounts: Fixed Rate Payer: Fixed Rate Payer Payment Dates: Fixed Rate: Fixed Rate Day Count Fraction: Every [ ], commencing [ ] to and including the Termination Date, subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. [ ]% p.a. [Actual/360]. Floating Amounts: Floating Rate Payer: Floating Rate Payer Payment Dates: Floating Rate for initial Calculation Period: Every [ ], commencing [ ] to and including the Termination Date, subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. [ ]% p.a. Floating Rate Option: [USD-LIBOR-BBA][VND-Semi-Annual Swap Rate-11:00- BGCANTOR and Reference Banks means [ ]]. Designated Maturity: Spread: Floating Rate Day Count Fraction: Reset Dates: Compounding: Business Days: [ ] months. [Plus] [Minus] [ ]% p.a. [None]. [Actual/360]. [The first day of each Calculation Period]. [Inapplicable]. [New York] [Hanoi]. 11

12 Deliverable Cross Currency Swap Transaction: Trade Date: [ ]. Effective Date: [ ]. Termination Date: [ ]. Fixed Amounts: Fixed Rate Payer: Fixed Rate Payer Currency Amount: [USD][VND][ ]. Fixed Rate Payer Payment Dates: Fixed Rate: Fixed Rate Day Count Fraction: Every [ ], commencing [ ] to and including the Termination Date, subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. [ ]% p.a. [Actual/360]. Floating Amounts: Floating Rate Payer: Floating Rate Payer Currency Amount: [USD][VND][ ]. Floating Rate Payer Payment Dates: Floating Rate for initial Calculation Period: Floating Rate Option: Designated Maturity: Spread: Floating Rate Day Count Fraction: Every [ ], commencing [ ] to and including the Termination Date, subject to adjustment in accordance with the [Following] [Modified Following] Business Day Convention. [ ]% p.a. [USD-LIBOR-BBA][ VND-Semi-Annual Swap Rate-11:00- BGCANTOR and Reference Banks means [ ]]. [ ] months. [Plus] [Minus] [ ]% p.a. [Actual/360]. 12

13 Reset Dates: Compounding: [The first day of each Calculation Period]. [Inapplicable]. Initial Exchange: Initial Exchange Date: Effective Date. Party A Initial Exchange Amount: [USD][VND][ ]. Party B Initial Exchange Amount: [USD][VND][ ]. Final Exchange: Final Exchange Date: Termination Date. Party A Final Exchange Amount: [USD][VND][ ]. Party B Final Exchange Amount: [USD][VND][ ]. Business Days: New York and Hanoi. 13

14 Non-Deliverable Swap Transaction: (a) General Terms: [Insert provisions from Deliverable Interest Rate Swap Transaction or Deliverable Cross Currency Swap Transaction template, as applicable] (b) Settlement Terms: Settlement: Settlement Date(s): Currency Pair: Reference Currency: Settlement Currency: Reference Currency Amount: Settlement Currency Amount: Non-deliverable, with the effect that any Reference Currency Amounts payable hereunder on a Payment Date ( Reference Currency Payment Date ) or an Exchange Date (if any) ( Reference Currency Exchange Date ) shall be converted into Settlement Currency Amounts in the manner provided below. All payments (including exchanges, if any) hereunder shall be made in the Settlement Currency on the relevant Settlement Date (if applicable, as adjusted pursuant to Adjustments to Settlement Date(s) and Termination Date below). Each Reference Currency Payment Date and Reference Currency Exchange Date (if any) (if applicable, as adjusted pursuant to the relevant Business Day Convention). For the avoidance of doubt, the Settlement Date(s) shall be adjusted, if applicable, pursuant to Adjustments to Settlement Date(s) and Termination Date below only where expressly so provided for in these Settlement Terms. Otherwise, the Settlement Date(s) shall be adjusted, if applicable, only pursuant to the relevant Business Day Convention. The Reference Currency and Settlement Currency. VND. USD. An amount that represents the amount that one party was, but for these Settlement Terms, due to pay the other party in the Reference Currency. Any Reference Currency Amount otherwise payable hereunder on a Settlement Date, shall be converted into an amount in the Settlement Currency (a Settlement Currency Amount ) by dividing any such Reference Currency Amount by the Spot Rate determined for the Valuation Date in respect of such Settlement Date, in accordance with the Settlement Rate Option and if applicable, Article 5 of the FX Glossary. The obligation of the relevant party to pay any Reference Currency Amount shall be replaced by an obligation of such party to pay the corresponding Settlement Currency Amount 14

15 (determined as provided above) in the Settlement Currency, on the relevant Settlement Date (if applicable, as adjusted pursuant to Adjustments to Settlement Date(s) and Termination Date below). Settlement Rate Option: VND ABS (VND01). Adjustments to Settlement Date(s) and Termination Date: If a Scheduled Valuation Date is adjusted in accordance with the Following Business Day Convention or if Valuation Postponement applies, then the Settlement Date relating to such Scheduled Valuation Date shall be as soon as practicable, but in no event later than 2 Business Day(s) after the date on which the Spot Rate for such Settlement Date is determined. If any Settlement Date is adjusted in accordance with the preceding sentence, then such adjustment (and the corresponding payment obligations to be made on such dates) shall apply in respect of both parties, and provided further that no such adjustments shall be made in respect of Period End Dates (including the Termination Date) for the purpose of determining the Calculation Periods. Valuation Date: Scheduled Business Day: Deferral Period for Unscheduled Holiday: In respect of each Settlement Date, 2 Scheduled Business Day(s) prior to such Settlement Date (the Scheduled Valuation Date ), and in the event of an Unscheduled Holiday, subject to adjustment in accordance with the Following Business Day Convention. A Business Day as defined in Section 1.1(b) of the FX Glossary but with the inclusion of the words or an Unscheduled Holiday after the words or, but for the occurrence of any Disruption Event applicable to a Transaction where they appear in that Section 1.1(b). In the event that a Scheduled Valuation Date becomes subject to the Following Business Day Convention, and if the relevant Valuation Date has not occurred on or before the 14 th consecutive calendar day after the Scheduled Valuation Date (any such period being a Deferral Period ), then the next day after the Deferral Period that would have been a Business Day but for the Unscheduled Holiday, shall be deemed to be the Valuation Date. Disruption Events and Fallbacks: Event Currency: Price Source Disruption: Reference Currency. Applicable. 15

16 Applicable Disruption Fallbacks: 1. Valuation Postponement. 2. Fallback Reference Price: SFEMC VND Indicative Survey Rate (VND03). 3. Fallback Survey Valuation Postponement. 4. Calculation Agent Determination of Settlement Rate. (c) Other Terms: Unscheduled Holiday: Valuation Postponement for Price Source Disruption: Fallback Survey Valuation Postponement: Cumulative Events: Unscheduled Holiday means that a day is not a Business Day and the market was not aware of such fact (by means of a public announcement or by reference to other publicly available information) until a time later than 9:00 a.m. local time in the Principal Financial Center(s) of the Reference Currency two Business Days prior to the Scheduled Valuation Date. Valuation Postponement means, for purposes of obtaining a Settlement Rate, that the Spot Rate will be determined on the Business Day first succeeding the day on which the Price Source Disruption ceases to exist, unless the Price Source Disruption continues to exist (measured from the date that, but for the occurrence of the Price Source Disruption, would have been the Valuation Date) for a consecutive number of calendar days equal to the Maximum Days of Postponement. In such event, the Spot Rate will be determined on the next Business Day after the Maximum Days of Postponement in accordance with the next applicable Disruption Fallback. Fallback Survey Valuation Postponement means that, in the event that the Fallback Reference Price is not available on or before the 3 rd Business Day (or day that would have been a Business Day but for an Unscheduled Holiday) succeeding the end of either (i) Valuation Postponement for Price Source Disruption, (ii) Deferral Period for Unscheduled Holiday, or (iii) Cumulative Events, then the Settlement Rate will be determined in accordance with the next applicable Disruption Fallback on such day. For the avoidance of doubt, Cumulative Events, if applicable, does not preclude postponement of valuation in accordance with this provision. Except as provided above, in no event shall the total number of consecutive calendar days during which either (i) valuation is deferred due to an Unscheduled Holiday, or (ii) a Valuation Postponement shall occur (or any combination of (i) and (ii)), exceed 14 consecutive calendar days in the aggregate. Accordingly, (x) if, upon the lapse of any such 14 consecutive calendar day period, an Unscheduled Holiday shall have occurred or be continuing on the day following such period that otherwise would have been a Business Day, then such day shall 16

17 be deemed to be a Valuation Date, and (y) if, upon the lapse of any such 14 consecutive calendar day period, a Price Source Disruption shall have occurred or be continuing on the day following such period on which the Spot Rate otherwise would be determined, then Valuation Postponement shall not apply and the Spot Rate shall be determined in accordance with the next applicable Disruption Fallback. Maximum Days of Postponement: Net Settlement Quoting Dealer Disclaimer: 14 calendar days. If, on any day, payments in the same currency are due and payable by each party to the other in respect of this Transaction, the payments shall be set-off and only the net amount (if any) paid by the party owing the greater amount to the other party. The parties acknowledge that one or both parties, acting directly or through a branch or an affiliate, may be requested to provide a quotation or quotations from time to time for the purpose of determining an industry rate or cross-rates for the Currency Pair that is the subject of this Transaction (including for the purpose of determining the Fallback Reference Price) and such quotation may affect, materially or otherwise, the settlement of this Transaction. (c) Miscellaneous: Relevant City(ies) for Business Day (as defined in the FX Glossary) for Valuation Date(s): Relevant City(ies) for Business Day (as defined in the Rates Glossary) for Settlement Date(s): Hanoi and Singapore. Hanoi and New York, provided however, that in the event of an Unscheduled Holiday following the Trade Date, then New York only. 17

18 Calculation Agent: Party A. Account Details: Payments to Party A: Payments to Party B: To be advised. Please advise. Offices: Party A is acting through its [ ] Branch. Party B is acting through its [ ] Branch. This Confirmation supersedes and replaces any other confirmation (including a SWIFT MT300 or phone confirmation), if any, sent in connection with this Transaction on or prior to the date hereof. Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us by facsimile to [ ]. Yours sincerely, [ ] By: Name: Title: Confirmed as of the date first above written: [ ] By: Name: Title: 18