SwapClear Client Clearing
Template Amendment Agreement Version 2.0 (EMIR Authorisation Amendments) dated 20
June 2014
[Insert Date]
[CLEARING MEMBER]
and
[CLIENT]
AMENDMENT AGREEMENT
for use with SwapClear Client Clearing Agreements
that incorporate Version 2.1, Version 2.2 or Version 2.3
of the SwapClear Client Clearing Standard Terms
SwapClear Client Clearing
Template Amendment Agreement Version 2.0 (EMIR Authorisation Amendments) dated 20
June 2014
This Agreement is made on [Insert Date] between:
(1)
[CLEARING MEMBER] (“Party A”); and
(2)
[CLIENT] (“Party B”).
It is agreed as follows:
1
Definitions and Interpretation
1.1
Definitions: Capitalised terms used but not defined in this Agreement shall have the
meaning given to them in the Client Clearing Amendment Terms (V1) or Client Clearing
Amendment Terms (V2), as applicable. In addition, the following expressions shall have
the following meanings:
“Amendment Agreement” has the meaning given in Clause 2.
“Client Clearing Amendment Terms” means, (i) if the Client Clearing Amendment Terms
(V1) are specified as being applicable in the Schedule, the Client Clearing Amendment
Terms (V1), (ii) if the Client Clearing Amendment Terms (V2), are specified as being
applicable in the Schedule, the Client Clearing Amendment Terms (V2), and (iii) if both the
Client Clearing Amendment Terms (V1) and the Client Clearing Amendment Terms (V2)
are specified as being applicable in the Schedule, either or both sets of such terms as the
context requires.
“Client Clearing Amendment Terms (V1)” means the SwapClear Client Clearing
Amendment Terms published with Version number 1.0 (EMIR Transitional Provisions)
dated 6 December 2013.
“Client Clearing Amendment Terms (V2)” means the SwapClear Client Clearing
Amendment Terms published with Version number 2.0 (EMIR Authorisation Amendments)
dated 20 June 2014.
1.2
Schedules and Clauses: References to the Schedule and Clauses are to the schedule
and clauses of this Agreement (unless stated otherwise). The Schedule is incorporated into
and forms part of this Agreement.
1.3
Headings: Clauses and Schedule headings are for ease of reference only.
2
Incorporation of Client Clearing Standard Terms
Party A and Party B agree that their execution of this Agreement shall constitute their entry
into, on the date hereof, a Client Clearing Amendment Agreement, as supplemented by the
Schedule hereto. The Client Clearing Amendment Terms are incorporated into this
Agreement. To the extent there is any inconsistency between the provisions of this
Agreement and the Client Clearing Amendment Terms, the provisions of this Agreement
shall prevail.
3
Contracts (Rights of Third Parties) Act 1999
A person which is not a party to this Agreement has no rights under the Contracts (Rights
of Third Parties) Act 1999 to enforce any terms of this Agreement or any agreement
constituted hereby.
A18296757/2.0
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SwapClear Client Clearing
Template Amendment Agreement Version 2.0 (EMIR Authorisation Amendments) dated 20
June 2014
4
Governing Law, Jurisdiction and Service of Process
The governing law, jurisdiction and service of process provisions contained in the Client
Clearing Amendment Terms apply to this Agreement as if set out in full.
A18296757/2.0
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SwapClear Client Clearing
Template Amendment Agreement Version 2.0 (EMIR Authorisation Amendments) dated 20
June 2014
In witness whereof the parties have executed this Agreement on the date stated at the beginning.
[CLEARING MEMBER]
[INSERT APPROPRIATE SIGNATURE BLOCK]
[CLIENT]
[INSERT APPROPRIATE SIGNATURE BLOCK]
A18296757/2.0
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SwapClear Client Clearing
Template Amendment Agreement Version 2.0 (EMIR Authorisation Amendments) dated 20
June 2014
Schedule
Elections
The following elections in respect of the relevant Client Clearing Amendment Terms shall apply to
the Amendment Agreement. References to Clauses shall be references to the clauses of the
relevant Client Clearing Amendment Terms.
Elections:
Client Clearing Agreement:
The Client Clearing Agreement between Party A and
Party B dated [●] incorporating Version [●] of the
SwapClear Client Clearing Standard Terms.
Client Clearing Amendment Terms:
[Client Clearing Amendment Terms (V1) [and]]
[Client Clearing Amendment Terms (V2)]
[Clause 2.2 (Account Type Election) of
the Client Clearing Amendment Terms
(V1):
The parties agree that on and following the
Authorisation Date, the Client Account in respect of
Party B will be [determined in accordance with clause
1.4.2 of the Client Clearing Standard Terms]/[as
otherwise agreed between the parties in writing prior to
the Authorisation Date]/[insert specific account type or
other methodology for determining the specific account
type].]1
[Authorisation Date:
Notwithstanding anything to the contrary, for the
purposes of the amendments set out in the Client
Clearing Amendment Terms (V1), the Authorisation
Date shall be deemed to be 12 June 2014, and the
provisions of the Client Clearing Amendment Terms
(V1) and the related Client Clearing Standard Terms
and Client Clearing Agreement shall be construed
accordingly.]2
1
Include only if the Client Clearing Amendment Terms (V1) are being incorporated into this Amendment Agreement.
2
Include only if the Client Clearing Amendment Terms (V1) are being incorporated into this Amendment Agreement,
since such terms were initially drafted to be used prior to the Authorisation Date, and therefore catered for the preAuthorisation Date rules and the post-Authorisation Date rules. Since the Authorisation Date has now occurred (12 June
2014), although the Client Clearing Amendment Terms (V1) can still be used, this provision makes it clear that the preAuthorisation Date provisions will no longer be relevant.
A18296757/2.0
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