EFTA00169772.pdf

AMENDMENT AGREEMEN T This AMENDMENT AGRE EMENT ("Amendment") is between DEUTSCHE BANK dated as of October 12, 201 AO ("Party A") and SOUTH 5 and is made B"). ERN TRUST COMPANY, INC . ("Party Party A and Party B have entered into an ISDA Master the Credit Support Annex Agreement dated as of Octobe ("CSA") to the Schedule ther r 28, 2013, and eto (the "Agreement"); The parties agree to amend cert ain terms and provisions of the Agreement; In consideration of the mut ual agreements contained in this Amendment, the parties agre e as follows: I. Part 3 of the Schedule to the Agreement is hereby deleted in entirety and replaced as follows: "Part 3. Agreement to Deliver Documents. (a) For the purpose of Section 4(aXi), the deCnMenly to be delivered are: Parts required to deliver Forea/Doeneatf document Date by ,. herb to be Certificate delivered Parr, A A properly executed United li) Upon execution of this States Internal Revenue Agreement. (o) promptly Service Form W. (or any upon reasonable demand successor thereto), a United by Pasty B and lin) promptly States Interval Revenue upon learning that any Service Fort W.SIMY such and form previously withholding statement with provided by Party A has become obsolete attached Form W-9 and a or 'mama United States Internal Revenue Service Form W. 8BliN (or any successo r forms thereto) Party Ii A property executed United (0 Upon execution of this Sates Internal Revenue Agreement, Oil promptly Service Porn W-9 for any upon reasonable demand successor thereto) by Party A and (m) promptly upon learning that any such form previously provided by Party B has become obso lete or incorrect Pam A and Party B Any forms required by the On or before the date such goveilanonal or tax forms arc presented authorities in the Relevant by law to he supplied and Othe Jurisdictions to be delivered naitee at the Ilene relating to transactio or times ns reasonably requeste under this Agreement, other party, d by the including forms required but in no event before the form and cont pursuant to section 1471 ent 1h) of such forms or section 14720y l of the or other l documentation are mad Internal Revenue Code e of known by the IRS I OM 01 to any othe or r Relevant Jurisdicti domestic or international on ax authority law or intergovernme ntal agreement which brings CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) ID affla 1205 EFTA_00020075 EFTA00169772  2 such salamis into force in the Relevant Jurisdictions. as amended, and any other documentation reasonably requested by the other party as n relates thereto (b) For the purposes of Section ataXiii, the other documents to be delivered (which will be covered by the representation in Section 3(d) of the Agreem ent if specified) are as follows: Party required to Form/Document/ Dale by whkh to be ('mired by Section 3(d) deliver document Certificate delivered Representation: Party A and ividence of the authority. Upon Or prior to the Yes Pans incumbency and specimen execution and delivery of signature of each person this Agreement and with executing this Agreement or respect to any Confirmation any Confirmation, Credit upon request by the other Support Document or other patty document emend into in connection with this Agreement on its behalf or otherwise, as the case may be Party B Its most recent Articles of As of execution of this Yen Incorporation along with Agreement, or upon any bylaws (irony) material change in such documents Party A copy of the most recent Promptly after request by the Yen annual report containing other party consolidated financial statements of such party or its Credit Support Provider, If any, and such other public information respecting the condition or operations. financial or otherwise of such patty or its Credit Support Provider. if any, as the other patty may reasonably request from time to time Party It A copy of the most recent Promptly after request by the Yes annual report containing other party consolidated financial statements of such party or its Credit Support Provider. if ans. and such inliumation respecting the condition or operations, financial or othenvise of such party or as Credit Support Provider. if any, as the other party may reasonably request from time to time Party It A copy of the resolution of the Upon cVecutiOn of this Yes Board of Directors of Party B Agreement appro., trig the entering into of this Agreement and the transactions contemplated CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) Wantq206 EFTA_00020076 EFTA00169773  3 hereby certified by an authorised officer of Party Ii (as the case may be) that such document, are in Ml force and effect, Pasty B Quarterly report Within ten (10) business Yes of unencumbered cash and days after the end of the marketable securities relevant calendar quarter Pasty A and Party Li A duly executed and delivered Upon execution of the Yes copy of the Credit Support Agreement Document Party II A legal opinion in a form Upon execution of this No" satisfactory to Party A with Agreement and any Credit respect to Party B. Support Document. 2. Paragraph I3(1XiXA) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(A) 'Aggregate Ceiling Limit means USD I00.000.000r 3. Paragraph B(iXiX1) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(I) "77er II Ceiling Limit means USD 100.000.000." 4. Paragraph 13(IXiXtl) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: - 01) - Tier I Ceiling Limit means USD 100.000.000." 5. Paragraph 13(1XiXE) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(E) - Tier III Ceiling Limit means USD 50.000.000? 6. Paragraph 13(1)0XO) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(O) - Tier IV Ceiling limit means USD 50.000.000. 7. Each party represents to the other party in respect of the Agreement, as amended pursuant to this Amendment, that the representations made by it pursuant to the Agreement are true and accurate as of the date of this Amendment. 8. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. 9. Except as specifically modified by this Amendment, all the terms and provisions of the Agreement will continue in full force and effect. References to the Agreement will be to the Agreement, as amended by this Amendment. 7 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 1-611Va 1207 EFTA_00020077 EFTA00169774  4 10. Capitalised terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. I I. Each of the panics to this Amendment will deliver to the other party, upon execution of this Amendment, evidence of the authority and true signatures of each official or representative signing this Amendment on its behalf. 12. This Amendment may be executed and delivered in counterparts, each of which will be deemed an original. 13. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to its choice of law doctrine). The panics have executed this Amendment with effect from the date appearing in the first paragraph above. r\ DEUTSC AG SOUT in9.0MPANY, INC. _J stian Marcilese By: By: Name: t I Vice President Name: dnn1 &Pstein By: do Waite By: Name: President Name: Date: Date: 1O_-_Ls_: CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) A9)(SPAM208 EFTA_00020078 EFTA00169775