ISDA has prepared this brief summary of frequently asked questions to assist in your consideration of the ISDA 2010 McCarthy and Stone Loan CDS Protocol (the "Protocol").

THIS FREQUENTLY ASKED QUESTIONS DOES NOT PURPORT TO BE AND SHOULD NOT BE CONSIDERED A GUIDE TO OR AN EXPLANATION OF ALL RELEVANT ISSUES OR CONSIDERATIONS IN CONNECTION WITH THE PROTOCOL. PARTIES SHOULD CONSULT WITH THEIR LEGAL ADVISERS AND ANY OTHER ADVISER THEY DEEM APPROPRIATE PRIOR TO USING OR ADHERING TO THE PROTOCOL. ISDA ASSUMES NO RESPONSIBILITY FOR ANY USE TO WHICH ANY OF ITS DOCUMENTATION OR OTHER DOCUMENTATION MAY BE PUT.

Adherence Letter Submission Process

When do I need to send in my Adherence Letter?
The ISDA 2010 McCarthy and Stone Loan CDS Protocol is open between 9:00 a.m. New York Time on Monday 22 March and 5:00 p.m. New York Time on Tuesday 6 April, 2010.  Any entity must email its Adherence Letter to ISDA by 5:00 p.m. New York Time on Tuesday 6 April, 2010, or it will not be able to participate in the ISDA 2010 McCarthy and Stone Loan CDS Protocol.

How do I send in my Adherence Letter?
All Adherence Letters must be delivered by email to mccarthystone@isda.org. In the email, you must submit both your conformed and manually executed copies of the Adherence Letter.

The Adherence Letter(s) should be on your institution’s letterhead. Nothing in the form Adherence Letter available on ISDA's website may be changed with the exception of completing the details of the date, your institutional name, DTCC account number, contact details and signature block. You are not required to send your original Adherence Letter(s) by mail to ISDA.

What is a conformed copy?
A conformed copy of the Adherence Letter means that the name of the authorised signatory (for example, Patricia Smith) is typed rather than having Patricia Smith’s actual signature on the letter. ISDA only posts on its website the conformed copy of all Adherence Letters.
You must also submit an executed, or signed, copy of the Adherence Letter in addition to the conformed copy of the Adherence Letter. ISDA keeps the executed copy of the Adherence Letter for its files and does not share the executed copy with anyone else.

Who is an authorised signatory?
An authorised signatory to the Adherence Letter is an individual who has the legal authority to bind the adhering institution.

What if I am an investment or asset manager – how do I complete the signature block?
If you are an investment or asset manager and act on behalf of multiple funds that have entered into covered transactions under the ISDA McCarthy and Stone Loan CDS Protocol, you may adhere on behalf of all of those funds by indicating the following in the signature block: “Investment/Asset Manager, acting on behalf of each of the funds and accounts listed in the relevant Master Agreement (or other agreement which deems a Master Agreement to have been created) between it and another Adhering Party” (or such other language that indicates the funds to which the Adherence Letter is applicable).  Click here for example. A separate Adherence Letter for each fund or account does not need to be submitted to ISDA.

As an alternative, an investment or asset manager may list the specific funds that are adhering to the Protocol, by indicating in the signature block: “Investment/Asset Manager, acting on behalf of the funds and accounts listed below”. Click here for example. Please note that in this case the names of those funds will be publicly disclosed on the ISDA website.

Can I change the text of the Adherence Letter?
No. The Adherence Letter must be in the same format as the form letter published in the ISDA 2010 McCarthy and Stone Loan CDS Protocol. You may obtain a copy of the form Adherence Letter by visiting the ISDA website, www.isda.org and clicking on " ISDA 2010 McCarthy and Stone Loan CDS Protocol " and then clicking on "Form of Adherence Letter".

Limited Right of Revocation
Can I revoke my participation in ISDA 2010 McCarthy and Stone Loan CDS Protocol?
No.

Cost
Does it cost any money to adhere to the ISDA 2010 McCarthy and Stone Loan CDS Protocol?
No.

I signed up to the previous European Loan CDS Protocols, doesn't my transaction already provide for auction settlement?
Whilst the Settlement Method for your transaction may already provide for cash settlement by reference to the Final Price determined under an auction, a scheme of arrangement which occurred after the Credit Event meant that certain issues arose with respect to the appropriate Deliverable Obligations for any settlement on such standard terms.  The Protocol has been published to address these and adherents to the Protocol are agreeing to amend the terms of each Covered Transaction (see below) between it and each other adhering party to take into account the discharge of a portion of the Reference Obligation and referencing new first lien loans as the Deliverable Obligations.

What transactions are covered by the Protocol?

The Protocol covers each European Loan CDS Transaction and each option to enter into a European Loan CDS Transaction and each LevX CDS Transaction and each option to enter into a LevX CDS Transaction, in each case for which:

(a)        Mother Bidco Limited is a Reference Entity;

(b)        the relevant McCarthy and Stone Reference Obligations and McCarthy and Stone Senior Loans are the only Deliverable Obligations;

(c)        the Effective Date is prior to 15 April 2010;

(d)        the Trade Date is on or prior to the date of receipt by ISDA, as agent, of an Adherence Letter from the later of the Adhering Parties that are party to the relevant transaction to adhere (the "Implementation Date");

(e)        the Scheduled Termination Date is on or after 23 April 2009; and