Overview and Introduction

Overview of the OTC Derivatives Market

Mechanics of an OTC Derivative

Unique Aspects of ISDA Negotiations & Documentation

Overview - ISDA Master Agreement Architecture

Timeline for negotiating an ISDA Master Agreement

Special Issues for Asset Management Firms

Documenting the Trade

Timeline for negotiating a Transaction

ISDA Definitions - fixed income & FX

ISDA Definitions - Other (equity, commodity, etc)

Protocols

The Calculation Agent

ISDA Master Agreement: Overview of The Fundamentals (Section 1-4): Payment and Delivery Obligations

Payment Netting (within a Transaction)

Netting across Transactions

Conditions Precedent

Document Deliveries

Taxes

Representations – (adding the 2002 suggested representations from the 2002 Schedule Template)

ISDA Master Agreement: Enforcing the Commercial Relationship (Sections 5)

Events of Default (and amendments and modifications)

Early Termination Events

Additional Termination Events

Specified Entities and Credit Support Providers

Cure periods

Rights, Process and Timeline of Early Termination

Calculation and Mechanics of Close-out for Transactions (Sections 5 and 6 continued)

Close-out Netting

Termination under the ISDA - The 2002 model Close-out Amount provisions

Comparing The Close-out Amount with Market Quotation & Loss

Set off

ISDA Master Agreement: Boilerplate (Section 7 -13)

Transfer

Contractual Currency/Expenses/Miscellaneous

Offices/Multibranch Parties

Notices

Negotiating Tax Representations

Payer/Payee Tax Representation “Dance”

The Dangers of “gross up”

U.S. Tax Withholding Exceptions

W-8 alphabet of US Tax Forms

Negotiating the Schedule - Termination Provisions (Part 1)

Designating counterparty “Affiliates” as “Specified Entities

Cross Default Election

Designating “Automatic Early Termination” for a Counterparty

ATE – Ratings Downgrade

ATE – Elective Early Termination

Negotiating the Miscellaneous Provisions – Part 4

Governing Law

Jurisdiction

Process Agent Issues

Home Office versus Branch Issues

Multibranch concerns

Calculation Agent

Negotiation of “Other Provisions” – Part 5

Fully Paid Transactions

Default Under Specified Transactions Modifications

Sovereign Immunity

Set-Off

Collateralizing the ISDA Master Agreement

Documentation Used to Collateralize OTC Derivatives

English documents versus U.S. documents

Variance Margin versus Initial Margin (the Credit Support Annex versus the Deed)

Negotiation over Collateral

Variance Margin - The Credit Support Annex

Initial Margin - the English Deed