EFTA01477599.pdf

EFTA01477599 EFTA01477600 EFTA01477601 XU I / OMJ/ U/ HDOOPJ 1 U3OUXID IDIJ JLbT XAUrii DXiU'IOUAi!i QHAA Hb titn Deutsche Bank AG, London Branch 6 July. 2015 Deutsche Bank AG, London Branch FX Cations Operations Winchester House 1. Great Winchester Street London. EC2N 2DB Swift: Drect Line: +44 Drect Fax: +44 6338/6366 Dear Sir / Madam, Subject: Deutsche Bank outstanding confirmation - (First Chaser) The following confirmabon(s) remain outstanding in our system. Please ensure this matter receives your prompt attention and return the signed confirmations at the earliest opportunity. Kindly ignore confitmatbn(s) that you may have already confirmed Regards FX Option Confirmations Deutsche Bank A.G London Branch Email, Deutsche Bank AG is authorised under German Banking Law (competent authority BaFIn - Federal Financial Supervising Authority) and regulated by the Financial Services Aulhonty for the conduct of UK business a member the London Stock Exchange Deutsche Bank AG is a joint stock corporalion with limited liability iucorporaled in the Federal Republic of Gemnany HRB No 30 000 District Court of Frankfurt am Main, Branch Registration in England and Wales BRO00005: Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. (10107) Error! Unknown docurtient property name.Deulsche Bank Group online. hitp://- www deuische-bank can XU ! / u/ H30003 I U3ULL1 \D \a\H rouriT ujiurouni ennft hu FHUi!^ \0Vi^ t Deutsche Bank AG, London Branch 6 July, 2015 Currency ' ction Our ref: PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC 1 SOUTH STREET BALTIMORE 21202,MARYLAND,UNITED STATES EFTA01477602 Deutscrie Bank AG, Lcnoon Branch fX Oplicms Operaljons Winchester House 1. Great Winchester Street London. EC2N 2DB +1 Telex; Switf Direct Lina +44 Direct Fax' +44 Dear Sirs, Amended Confirmation Replaces our Previous Reference The purpose of this letter agreement is to confirm the terms and conditions of the Currency Option entered into between us Deutsche Bank AG, London Branch ("Party A") and PRIVATE CLIENT SERVICES FWM ALEX BROWN AC SOUTHERN FINANCIAL LLC ("Party on the Trade Date referred to below (the Transaction"). The definitions and provisions contained in the 1998 FX and Currency Option Definitions (ttie "FX Definitions") as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee, are incorporated into this Confirmation. In the event of any inconsistency between the FX Definittons and this Confirmation, this Confirmation will prevail. If you and vw are parties to either an ISDA Interest Rate and Currency Exchange Agreement (for which purposes this Transaction shall constitute a "Swap Transaction") or an ISDA Master Agreement (in each case an "Agreement") then this Confirmation supplements, forms part of and is subject to such Agreement If you and we are not yet parties to an Agreement then this Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. In addition Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency - Cross Border) (the "ISDA Form") with such modifications as you and we will in good faith agree. Upon execution by Party A and Party B of such an agreement, this Confirmatton will supplement, form part of, and be subject to that agreement. All provistons oonteined or incorporate by reference in that agreement upon its execution will govern this Confirmation. Until we execute and deliver that agreement, this Confirmatton, together with all other documenis referring to the ISDA Form (each a "Confirmation") confirming transactions (each a Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement on the Trade Date of the first such Transaction between us and such form with the schedule thereto (i) specifying only that (a) the governing law is English law and (b) the Termination Currency is U.S. EFTA01477603 Dollars, (li) incorporating the addition to the definition of the "Indemnifiable Tax' contained in (page 48 of) the ISDA "Users Guide to the 1992 ISDA Master Agreements" and (ill) incorporating any other modifications to the ISDA Form specified below. The terms of the Transaction to which this Confirmation relates ate as follows: r>utscha Bank AG Is authorisad under German Banking Law (competent luthoritY- BaFIn ■ Federal Financial Superviiing Authority). Deutsche Bank AG London Branch is furthar authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority for the conduct of UK business. Deutsche Bank AG it a joint stock corporation with limited lability incorporated In the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BR00000S; RegEstered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. (10107) Page 2 of 4 ru; / j/vj/q^DDDj I KJ3JU±I3 10 13 HOT UltU1'1! LPiiUXaunjl. BHim HIj fhijj:. tmo t 1. General Terms: Trade Date: Buyer: Seller: Currency Option Style; Currency Option Type, 02 July 2015 Party A Party B European USD Put/EUR Call Put Currency and Put Currency Amount USD 56,200,000 00 Call Currency and Call Currency Amount EUR 50,000,000.00 04 January 2016 10 00 hours (Local time in New York) 06 January 2016 USD1.13400 per EUR 1.00 USD 663,000.00 Party A 06 July 2015 To be advised Independent Amount applicable to Party For the purposes of this transaction, USD 1,204,350.00 Expiration Date: Expiration Time: Settlement Date: Strike Price; Premium; Premium payable by: EFTA01477604 Premium Payment Date: Premium Payment Instructions: B Representations: Each party represents to the other party as of the date that it enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): Non-Reliance. It is acting for its own account, and it has made its own independent decisbns to enter into this Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter Into this Transaction, it being understood that informatfon and explanations related to the terms and conditions of this Transaction shall not be considered to be investment advice or a 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 results of this Transaction. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its ovm behalf or through independent professional advice), and understands and accepts the terms and cxinditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. Status of Parties. The other party is not acting as a fiduciary for or adviser to it in respect of this Transaction. (0 (to (tii) Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Confirmed as of the date fiist above written: PRIVATE CLIENT SERVICES PV\flVl ALEX BROWN AC SOUTHERN FINANCIAL LLC Namei^ V' Authorised Signatory * By: By; Name: Authorised Signatory For any query relating to this Confirmation, please contact us on 001 EFTA01477605 201-593-3700 If you agree with the details of this confirmation, please sign and return to fax number 001 This Is a computer generated confirmation and does not require a Deutsche Bank AG authorised signature. Oeubcha Bank AG is authorised under German Banking Law (competent authority- BaFin • Fedeial Financial Supervising Authority]. Deutsche Bank AG London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority for the conduct of UK business. Deutsche Bank AG is a joint stock corporation with limited lobillty Incorporated In the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration In England and Wales BRO00005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. (10107) Page 3 of 4 TUI /SMD'U/tl/'ODQPJ I U3UUJ.ID lOID tau' fKUI'lT UAUXai-tlJlj BHWft HkJ I'HLiJ!. Deubche Bank AG Is authorised under German Banking tew (competent authority - BaFin • Federal Financial Supervising Authority]. Deutsche Bank AG London Branch is further authorised by the Prudential Regulation Authority and Is subject to limited regubtion by the Financial Conduct Authority and Prudential Regulation Authority For the conduct of UK business. Deutsche Bank AG Is a joint stock corporation with limited Ibbllity Incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BRO00005; Registered eddras: Wnichester House, 1G rat Winchester Street, London EC2N 2DB. (10107) Page 4 of 4 EFTA01477606