EFTA01477631.pdf

EFTA01477631 EFTA01477632 EFTA01477633 EFTA01477634 TO; B17167B6/5664039 20JanIB 0613 EST FROMi DEUTSCHE BftNK AG PAGE 001 IZI Deutsche Bank AG, London Branch 20 Januaiy, 2016 PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL DeuSche BanK AG. London Branch LLC 1 SOUTH STREET BALTIMORE 21202.MARYLAND.UNITED STATES FX Options Operations Winchester House 1, Great Winchester Street London. EC2N 2DB + H43M14739 Telex 94015555 Swift DEUTGB2L Direct Line;+44 207 541 1709 Dear Sir/Madam. Subject Deuteche Bank outetandlng eonflimation - (Second Chaser) The following confinnation{s) remain outstanding In our system. Could you please ensure this matter receives your prompt attention and return the signed conHimalions at the earl lest opportunity Please ignore attachmenb that you may have already confirmed, Regaids NDF Operations Deuteche BankA.G London Branch Email: [email protected] Deutsche Bank AG is aulhorised under German Banking Lam (ccrrpetenl aulhonty - BaFIn - Federal Financial Supervising Aulhcrity). Deutsche Bank AG London Branch b further aulhcrisedhy the Prudential Regulatioo Authority and Is subject lo limted regulation by the Financial Conduct Authority and prudential Regulation Authority fcr the conduct of UK business. Deutsche Bank AG is a Joint slockcorporationwilh tmted liability incorpaated in the Federal Republic of Germany HRBNo. 30 000 Qslrlcl Court of Frankfurt am ktein. Branch Regislialion in Bigland and Wales BRO00005. Registered address. Winchester House, 1 Great Winchester Street, Louden BC2N3DB, (i0t07)For internal use only TOi B1716706/5664639 20Jan16 06H EST FROMi DEUTSCHE BftNK flG PAGE 002 Deutsche Bank AG, London Branch 20 January, 2016 Cross-Currency Non-Deliverable Forward FX Transaction Our ref: 1110119325-2 PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC EFTA01477635 1 SOUTH STREET BALTIMORE 21202,MARYLAND,UNITED STATES Deutsche BankAG, London Branch FX Options Operations Winch esto House 1. Great Wiichesler Street London, BO2N2CB + 1 4435414739 Swll: DEUTGB2L Direct Line: +44 207 541 1709 Direct Fax: +44 207 545 6338*366 OearSlis, Amended Confirmation Replaces our Previous Reference 1110119325-1 The purpose of tha letter agreement Is to confiim the terms and conditions of the Non-DellveraUe FXTransaction entered Into between us Deutsche Bank AG, London Branch (u'Party A ) and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC ("Party B") on the Trade Date referred to below (the Transaction*). The deflniiions and provisions contained In the 1998 FXand Currency OpHon DeUnttions (as published by the International Swaps and Derivatives Assodalion, Inc., the Bnerging Markets Tradeis Association and The Foreign Exchange Committee) are incorporated Into this Conflimalton. In the event of any Inconstotency between those deflniiions and provlstons and this ConfiimaHon, this ConUrmationwjll govern. If you and we are parties to either an ISOA Interest Rate and Currency Exchange Agreement (tor which purposes this Transaction shall constitute a "Swap Transaction") or an ISDA Master Agreement (in each case an Agreemenf) then this Conflimation supplemenis. forms part of and Is subject to such AgreemenL If you and we are not yet parties to an Agreement then thb Confirmation evidences a compiete and binding agreement between Party A and Party B as to the terns of the Transaction to which this Conflimation relates. In addition Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement In the fbim of the ISDA Master Agreement (Multicurrency - Cross Border) (the "ISDA Form") with such modiflcations as you and we wBlingood feith agree. Upon execution by Party A and Party B of such an agreement, this Confiimation wID supplement, form part of, and be subject to that agreemenL All provisions contained or Incorporated by reference In that agreement upon Ito execution will govern this Confirmation. Until we execute and delverthat agreemenL this Conflimation, together with all other documents referilng to the ISDA Form (each a •Conflimation') confirming transactions (each a Transaction*) entered Into between us (notwithstanding anything to the contrary In a Confiimatbn) shall supplemenLfoim a part of, and be subjectto an agreement In the foim of the ISDA Form as If we had executed an agreement on Ifie Trade Date of the fiist such Transaction between us and such form EFTA01477636 with the schedule thereto (I) specifying only that (a) the governing tow is Engltoh law and (b) the Termination Currency is U.S. Dollais, (ii) incorporating the addition to the definition of the "Indemnifiable Tax" contained in (page 48 of) the ISDA "Useis Guide to the 1992 ISDA Master Agreemento" and (Si) incorporating anyother modlflcaflors to the ISDA Form speclfled below. Deutsclie tonk AG Is aiithoiised under German Banking Law (campetenL authonty -BaFn - Federal Financial Supervising AuUuilly). Deutsche Bank PtS London Branch is lurther authorised by the Prudential Regiiab'on Authority and is subject to limited legulation by the Financial Condua Authorityand Prudential Repilabion AuthcriLy for the conduct of UK bLEines, Deutsche Bank AG is a joint stock mrpQiation with limited liability incorporated in the Federal Republic olGemiany HRBNo. 30 0 00 District Coixt of Frankfurtara Main; Branch Reristration in En^and and Wales BRQOOODS; Regstered address: Winchester House, 1 Great Winhester Street, London EQN 2DB. (10107) Pallors TO! B171B7BB/5654B39 20JanIB 0615 EST FROM: DEUTSCHE BANK AG PAGE 003 The terms of the Transaction to which this Confirmation relates ate as follwvs. 1. General Terms: Trade Date: Reference Currency: Reference Currency Notional Amount Notional Amount Forward Rate- Reference Currency Buyer Reference Currency Seller; Settle ment Cu rrency Settlement Date: 30 October 2015 KRW KRW11,540,400,000 JPY 1,199,636,506 KRW9.6198 98 Per JPY 1.00 Party A Party B JPY 20 January 2016, subject to adjustment if the Scheduled Valuation Date b adjusted In accoidanoe with the FoDowing Business Day convention or if Valuation Postponement applies, and In each such case, the Settlement Date shall be as soon as practicable, but In no event later than two Business Days alter the date on which the Spot Rate Is determined. Non-Deliverable Settlement Settlement Rate Option: (Reference Currency Spot Rate) / (Settlem ent C urre ncy Spot Rate) KRWKFTC18(KRW02) Meana the currency exchange rate (which may be determined from relevant EFTA01477637 cross rates) at the tone at which such rate b to be determined fbrtoreign exchange transacdons In the relevant Currency Pair for value on the spot settlement date . as published by WM Company on the relevant Reuters Screen at 16.00 hours (Local time to London) or, in the event lhatsuch rate Is not puMtehed on such page, such alternative currency exchange rate as the Calcuiaflon Agent, acting In good faith,selects or determines. 18 January 2016, ('Scheduled Valuation Date") sutgect to adjustment In accordance with the Preceding Business Day Convendon; provided however, that. In the event of an Unscheduled Holiday, subject to adjustment In accordance with the Following Business Day Convention. Disruption Events and Fallbacks applicable to the Reference Currency Spot Rate: Reference Currency Settlement Rate Option: Settle ment Currency Setllsm ent R ate OpBo n; Valuation Date; 2. Disruption Events: Price Source Disruption: Applicable. Disruption Fallbacks: (I) Valuation Postponement (II) Fallback Reference Price SFEMC KRW Indicative Survey (KRW04) The parties acknowledge that one or both parties to ttite Transaction acting directly or through a branch or an affiliate may be requested to provide a quotation or quotations from tone to time for the purpose of determining the SFEMC KRW indicative Surwy Rate and such quotation mayalTect, materially orotherwise, the settlement of the Tiansactton. (Ill) Fallback Survey Valuation Postponement (iv) Calculation Agent Determination of Settlement Rate. Deusctie tonk AG isajHiaiised under German Banking law (mrnpetent authorily BaFn - Federal Finandal Supetv'rsing Authority). Deulsdie Bank «3 London Branch is further authorised by the Prudendal RegiiatiDn Authority and is subjed to limiied regulation by the Flnarclal Conduct Authority and Prnlential Reeilation Airlha-lty for the conduct of UK business. DeuSche Bank AG is a Joint stodi tnrpoiafion wllh limited rabillty incorporated in the Fetbral Republic of Germany HRS No. 30 000 Disbict Court of Frankfurtam h^ln; Branch Regstiation in En^andand Wales BmOODOS; Registered address: Wlrchester HouEe, 1 Great Winchester Street, London ECZNIDB. (10107) PapSofS TO: 81716786/5664039 20JanIB 061B EST FROM: DEUTSCHE BANK AG PAGE 004 "Unscheduled Holiday" shall mean for die purposes ofthb Transaction, Diata dayls not a Business Dayand ttiemarketwas not aware of such fact [by means of a public announcement or by reference to other publldy available information) unbi a time later than 9:00 am local time to the Principal Financial Centre otthe Reference Currency two Business Days prior to the EFTA01477638 Scheduled Valuation Date. in the event the Scheduled Valuation Dale becomes subject to the Following Business Day Convention, and If the Valuation Date has not occurred on or before the fourteenth consecutive dayaflerthe Scheduled Valuation Date (anysuch period being a'Deferral Period'), then ttie next dayaflerthe Deterral Period that would have been a Business Day but for the Unscheduled Holiday, Shan be deemed to be the Valuation Date "Valuabon Postponement* means tor purposes of obtaining a SetllementRate, that the Spot Rate will be determined on the Business Day first succeeding the day on which the Price Source DBrupflon ceases to exist, unless the Price Source Disruption continues to exist (measured from the date that, but tor the occurrence of the Price Source Disruption, would have been the Valuabon Date)fora consecubve numberof calendar days equal to the Maximum Days of PoslponemenL In such event, the Spot Rele 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 3rd Business Day (or day lhatwould have been a Business Daybuttoran Unscheduled Holiday) succeeding the end of either (I) Valuation Postponementfor Price Source Disruption, (II) Deferral Period for Unscheduled Holiday, or(iil) Cumulativre Evenis.then the SetflementRate will be determined in accordance vvlth the next applicable Dlsnjption Fallback on such day. For the avoidance of doubt. Cumulative Events, If applicable, does not preclude postponement of valuation in accordance with this provision. 'Cumublive Events'means except as provided below, In no event shall the total number of consecutive calendar days during which either (I) valuation s deterred cfoe ban Unscheduled Holiday, or(11) a Valuation Postponementshall occur (or any combination of (i) and (ri)), exceed 14 consecutive calendar days In the aggregate. Accordingly, (x)lf, upon the lapse of any such 14 dayperiod, an Unscheduled HolldayshaD have occurredor be continuing onthe day tollowingsuch period that otherwise would have been a Business Day, then such day shall be deemed to be a Valuation Date, and (y) if, upon the lapse of any such t4 dayperiod, a Price Source Disruption shal have occurred or be continuing on the day to Mowing such period on which the Spot Rate otherwise would be determined, then Valuation Postponementshall not apply and the Spot Rate shal be determined In accordance with the next Disruption Fallback Fourteen (14) calendar days Seoul Tok^ Maximum Days or Postponement Business Days applicable to the Valuation Date' Business Days applicable to the Settlement Date: EFTA01477639 Calculation Agent: Party A 3 4. Account Details; Account Details for Party A: Deubche Bank AG, Tokyo Swift Code: DEUTJPJT Acc: No : 008515900 Account Details for Party B: To be advised S. Offices: The Office of Party A tor this Transaction is Deutsche Bank AG, London Branch. The Office ofPartyB tor this Transaction Is 1 SOUTH STREET BALTIMORE 21202.MARYLAND,UNITED STATES Deutsclie bnk AG is auCiorised under Gereran inking Law [cernpetent xutlirrLtv ■ Sartn - Federal Fnandal Si^ervaing AutLorTLy]. Deulaerie Bank AG Lundon Brarreh is TurthBr authorised by the Prudential Regiitalion Authority and is si4iject to limited regulation by the Finance Conduct Authorityand Prudential Repiiation Authaily for the conduct of UK business. DeuSdie Bank AG isa joint itods torporaem with limited liability inisrpaialed in the Federal Republic of Germany HRB No. 30 OCD DlsbictCorrt of Frankfurt am Main; Branch Regstratlon In England and Wales BROOOOQS; Registered address: Winchester Hoise. 1 Great Winchester Street,London EQN IDS. (10107) PapdoFS TO! B171B7B5/5BB4B39 20JanIB 0617 EST FROM: DEUTSCHE BANK AG PAGE 005 6. Representations; Each party fepresenb to the Other party as of the date that it entera Into tMs Transaction that (absent a written agreement between the parties that expressly Imposes affirmative obligations to the contrary tor this Transaction): (i) Non-Reliance. It Is acting tor Its own account and it has made ib own Independent decsions to enter Into this Transaction and as to whether the Transaction is appropriate or proper tor It based upon lb own Judgement and upon advice from such advisets as It has deemed necessary. It Is not relying on any communication (written or oral) of the other party as Investment advice eras a recommendation to enter into this Transaction, It being understood that Intotmallon and explanations related to the terms and conditions of this Transaction shall not be considered to be investment advice ora recommendation to enter Into the Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected resulb of this Transaction. (II) Assessment and Understanding. It Is capable of assessing the merits of and understanding (on lb own behalf or through independent professional acMce), and underslandb and accepb the terms and conditions and rfaKs of thb EFTA01477640 Transaction. It la abo capable of assuming, and assumes, the risle ofthe Transaction. (iii) Status of Parties. The other party Is not acting as a fiduciary tor or adviser to it In respect of this Transaction. This Confirmation supeisedee and replaces any other confirmation (Including a SWIFT MT300 or phone comUmaBon), if any, sent In connection with thb Transaction onor priorto the date hereof. Please conRim that the foregoing correctly seb forth the terms of our agreement by executing the copy of this Confirm ation enclosed for that purpose and returning it to us or by sending to us a letter or tocsim He substantially similar to thb letter, which letter or facsimile seb torfh the material terms ofBie Transaction to which thb Confirmation rebtes and Indicates your agreementto those terms. Confirmed as ofthe date first above writteri: PRIVATE CLIENTSERVICES.PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC Nam<Je 1 -^>...(1 Authorised SlgnatoV. For any query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree with the detalb of this confirmation, please sign and return to fax number 001 201-593-6671 By Name: Authorised Signatory This Is a computer generated confirmation and does not require a Deutsche Bank AG authorised signature. Deutctie tenkAG !s3uthoriied under German Bariklng Law (rompetenl aulhonty BaRn • Federal Finandal Supervising Auttionlyl. Deutsctie Bank AG London Branch is further authorised by the Prudenfal Regiiarion Aulhofity and is siAJecl to limited regolation by the Financial Conduct Authority and Prudential Hegjlation Authority for the conduct of UX business, Deutsche Bank AG isa Joint stock rorporatiai with limited iiability incorporated In the Fetfeial Republic orGermany HRBNo. 30 DOG OisPict Court of Frankfurt am Main; Branch Rejjstratlon in En^ncl and Wales BROaODCG; Registered address; Wirvhester ttouse, 1 GreatWirctesler Street. Lordon EQM 20B. [10107) PagsSofS EFTA01477641