EFTA01477560.pdf

EFTA01477560 EFTA01477561 EFTA01477562 Deutsche Bank Deutsche Bank AG London VWnchesler House 1 Great Winchester Street, London EC2N 2DB Telephone: +44 (0)20 7545 8000 Date: 14 January 2015 Southern Financial,LLC CDS Documentation To: Attention: Our Reference: C7970754M /12709402 CONFIRMATION Credit Derivative Transaction Dear Sir/Madam, The purpose of this communication (this "Confirmation") is to set forth the terms and conditions of the Credit Derivative Transaction entered into between Deutsche Bank AG ("Party A") and Southern Financial.LLC ("Party B") on the Trade Date specified below (the "Transaction"). This Confirmadon constitutes a "Confirmation" as referred to in the IS DA Master Agreement specified below. The definitions and provisions contained in the 2014 ISDA Credit Derivatives Definitions (the '2014 Definitions'), as published by the International Swaps and Derivatives Association, Inc. ("iSDA"), are incorporated into this Confirmation. In the event of any inconsistency between the 2014 Definitions and this Confimiation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 28 October 2013, as amended and supplemented from time to time (the "Agreement") between Party A and Party B. All provisions contained in, or incorporated by reference in, the Agreement shall govern this Confir- mation except as expressly modified below. The terms of the Transaction to which this Confirmation relates are as follows: 1 Standard Latin America Sovereign 13 January 2015 14 January 2015 20 March 2020 Party A (the "Seller) Party B (the "Buyer) EFTA01477563 Seller FEDERATIVE REPUBLIC OF BRAZIL Applicable Senior Level The obllgation(s) identified as follows: Transaction Type: Trade Date: Effective Date: Scheduled Termination Date: Floating Rate Payer: Fixed Rate Payer: Calculation Agent: Reference Entity: Standard Reference Obligation: Seniority Level: Reference Obligation: Primary Obligor Federative Republic of Brazil 1 Maturity: Coupon; CUSIP/ISIN: 06 March 2030 12.25% 105756AL4 / US105756AL40 2. Fixed Paymftrttfi Fixed Rate Payer Payment Dale(s): 20 March 2015 and thereafter each 20 June, 20 September, 20 December and 20 March 1 per cent per annum Party B USD 491,941.00 Notwithstanding Section12.9 of the 2014 Definitions, the initial Fixed Rate Payer Calculation Period shall commence on, and include, the Fixed Rate Payer Payment Date falling on or immediately prior to the calendar day immediately following the Trade Date. Fixed Rate: Initial Payment Payer Initial Payment Amount Initial Fixed Rate Payer Calculation Period: 3. Floating Payment Roaling Rate Payer Calculation Amount USD 10,000,000.00 4. Credit Support Provisions This Transaction shall be subject to the ISDA Credit Support Annex dated as of 28 October 2013 between the parties. For purposes of this Transaction the Independent Amount applicable to Party B shall be an amount equal to 1% of the Fixed and Floating Rate Payer Calculation Amount, subject to any reductions due to partial terminations or partial novations. EFTA01477564 5. NoHca and Account Details Contact Details for Notices Party A: Derivatives Documentation Fax; +1 212 797 0779 General Documentation Pnqulrlea: Email; [email protected] Notices: Email; deulscheba nk.credileven ts@db, com Please advise Party B; Account Details Party A: Party B: Standard Settlement Instructions Standard Settlement Instructions 6. Office."' a) The Office of Party A for the Transaction is London 2 7, Representations Party B, if it is a nonresident alien individual, foreign corporation, foreign partnership, foreign trust, or foreign estate, represents that is a foreign person for purposes of US Treasury regulations relating to information reporting and backup withholding. Each party will be deemed to represent to the other party on the dale on which It enters Into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): (i) Non-Reliance. It is acting for its own account, and it has made Its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgement end 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 information and explanations related to the terms and conditions of this Transaction shall not be considered Investment advice or a recommendation to enter into this 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. (ii) Assessment and Understanding. It Is capable of assessing the merits of and understanding (on Its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction It Is also capable of assuming, and assumes, the risks of this EFTA01477565 Transaction. (iii) Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it in respect of this Transaction. 3 Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us by facsimile to: Attention: Fax: Email: New York Derivatives Documentation +1 212 797 0779 [email protected] Deutsche Bank AG, London Branch is acting as principal In this Transaction. The time of transaction will be supplied on request. If applicable, the following will apply: The time of exercise will be supplied on request. Details of arrangements with Introducing brokers are available on request. THIS MESSAGE Wit EXECUTE AMD RETURN IT BY FACSIMILE. IF YOU WISH TO EXCHANGE HARD COPY FORMS OF BE THE ONLY FORM OF CONFIRMATION DESPATCHED BY US. PLEASE THIS CONFIRMATION PI FA.SF CONTACT US Yours faithfully. For and on behalf of DEUTSCHE BANK AG By: Name: Paul CuTxer Authorized Signatory Name; Jon Abela Authorized Signatory Confirmed as of the date first above written .ttnilTHFRM FJNANCIA1--iN C 7 By: By: C Name: rOdXtAiit.^. Name: Title: Title: <V" Deutsche Bank AG Is a joini stock corporslion wrlh limilsd liability Chairman of Iha Supervisory Board: Paul Achleltnef. Management Board: Jiirgen Filschen (Co-Chairman), Anshuman Incorpofaled In the Federal Republic of Germany, Local Court of EFTA01477566 Jain (Co Chairman),Stefan Krause, Stephan Leiinner, Stuart Frankfurt am Main. HRB No, 30 000.Branch Registration In England and V^les BR000005 and Registered Address' Wtlnchesler House, 1 Giaal Winchester Street, London EC2N 2DB. Deutsche Bank AG la aulhotfsod under German Banking Law Deutsche Bank AG,London Branch Is a mamber of Iha London Stock (competanl authority: European Central Bank) and. In the United Exchange. (Dalalls eboul the exieni of our Bulhodsalion and Kingdom, by the Prudential Regulation Autnority. It is subject regulation by the Prudential Regulalkm Aulhorily, and regulation by 10 supervision by ihe European Central Bank end by BaRn, ihe Financial Conduct Authority are available on requasl or from Germany's Federal Financial Supervisory Authority, and is www,db.com/en/- conlBnl/eu_di3closures.hlm subject to limilad regulation In the United Kingdom by the Prudential Regulation Aulhodty and Rnancial Conduct Aulhorily. Lewis, Rainer Neske, Henry Rilcholle, Chnstian Sewing. 4 EFTA01477567