EFTA01477607.pdf

EFTA01477607 EFTA01477608 EFTA01477609 lUJ / ti OQOOD I UDUUilJ IDtJ J!,i>T rrtui'i! UMUT^UnJi fltiniv. Hb uu I Deutsche Bank AG, London Branch 6 July, 2015 Deutsche Bank AG, London Branch FX Cations Operations Wnchester House 1, Great Winchester Street London. EC2N 2DB Swifl: DEUT GB2L Direct Line;+44 207 541 1709 Orect Fax: +44 207 545 6338/6366 Dear Sir / Madam, Subject; Deutsche Bank outstanding confirmation - (First Chaser) The following confirmatron(s) remain outstanding in our system. Please ensure this matter receives your prompt attention and return the signed confirmations at die earliest opportunity. Kindly ignore confirmatbn(s) that you may have already confirmed. Regards FX Option Confirmations Deutsche Bank A.G London Branch ErTHil' PXOpt<on Confirmatipns0)db com Deutsche Bank AG is aulhorised under Gennan Banking Law (ccrmpelent auihaily. BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduci of UK business; a member the London Stock Exchange. Deutsche Bank AG Is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No 30 000 District Court of Frankfurt am Main, Branch Registration In England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB (10107) Error! Unknown document property name.Deulsche Bank Group online: hilp://- rrww.deutsche-bank.com XUT / •S^0^3'7)ii/ H300DD I )UDO\XXi3 IDM £i£>X U£iUT^L.n£r Deutsche Bank AG, London Branch 6 July, 2015 Currency Option Transaction Our ref: 1037233558-1 PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANOAL LLC 1 SOUTH STREET BALTIMORE 21202.MARYLAND,UNITED STATES Deutsche BanK AG. London Branch EFTA01477610 FX Oplions Operaljons Winchester House 1. Greal Winchester Street London EG2N 2DB +1 <11'35414739 Teiex. 94015555 Swift DELTGB2L Direct Line +44 207 541 1709 Direct Fa.f +44 207 545 6338/6366 Dear Sirs, 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 PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC ("Party B") on the Trade Date referred to below (the Transaction"). The definitions and provisions contained in the 1998 FX and Currency Option Definitions (the "FX Definitions") as published by the International Swaps and Derivatives Assoc'iatton, lnc„ the Emerging Markets Traders Association and The Foreign Exchange Committee, are incorporated into this Confirmation. In the event of any inconsistency between the FX Definitions 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 (n each case an "Agreemenf) then this ConfirmaHon supplements, forms part of and is subject to such Agreement If you and vw 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 rriodifications as you and we will in good faith agree. Upon execution by Party A and Party B of such an agreement, this Confirmation will supplement, form part of, and be subject to that agreement. All provisions contained or incorporated by reference in that agreement upon its execution will govern this Confirmation. Until we execute and deliver that agreement, this Confirrratbn, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a Transactiwi") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplemait, 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. Dollars, (ii) incorporating the addition to the definition EFTA01477611 of the "Indemnifiable Tax" contained in (page 48 of) the ISDA "Users Guide to the 1992 ISDA Master Agreemenb" and (Hi) incorporating any other modificalions to the ISDA Form specified below. The terms of the Transaction to v4iich this Confirmation relates are as follows: Dsutscha Bank AG Is authorised under German Banking Law (competent authority- BaFin • Federal Financial Supervising Authonty). 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 liability Incorporated In the Federal Republic of Germany HRR No, 30 000 DlstiictCourt of Frankfurt am Main; Branch Registration In England and Wales BRO00005; Registered address' Winchester House, 1 Great Winchester Street, London EC2N2DB. I101D7) Page 2 of 4 ILf: /7'tD'ta5U/')3DOODI tlJUU-LID 1013 i&X JJKUlli: U£.Ul'£>OtIJL CHim HU HHLjJI UU3 t 1, General Terms: Trade Date: Buyer: Seller: Currency Option Style: Currency Optfon Type: Put Currency and Put Currency Amount Call Currwicy and Call Currency Amount: Bcpiratlon Date: Btpiratlon Time: Settlement Date: Strike Price: Premium: Premium payable by: Premium Payment Date: Premium Payment Instructions: 02 July 2015 Party B Party A European EUR Put/USD Call EUR 50.000,000 00 USD 52,000,000.00 Orl January 2016 10:00 hours (Local time in New York) 06 January 2016 USD1 04000 per EUR 1.00 USD 663,000 00 Party B 06 July 2015 EFTA01477612 Deutsche Bank Trust Co Americas. New York Swift Code: BKTRUS33XXX Acc: No.: 04-411-739 021001033 ABA 0103 CHIPS ID 096804 2 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 partes 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 decisions to enter into this Transaction and as to whether the Transacton 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 communicaton (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 to be investment advice or a recommendation to enter into the Transactton. 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 Iransaction. 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 and conditions and risks of this Transaction. It is also capable of assurhing, 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 (i) 0i) (ili) 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 first above written: PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By; Narrie^ '4—J-fi/ie. Authorised Signatory ' Forany query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree with the details of this confirmation, please sign and return to fax number 001 201-593-6671 This is a computer generated confirmation and does not require a Deutsche EFTA01477613 Bank AG authorised signature. By: Name: Authorised Signatory Deutecha Sank AG Is authorised under German Banking Law (competent authority ■ BaFIn - Federal Financial Supervising Authority]. Deutsche Bank AG London Branch Is further authorised by the Pnidential 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 [lability incorporated In the Federal Republi; of Germany HHB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BRD00005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N2DB. (10107J Page 3 of 4 J.L>< / 1JHaMOykJ/ 4DDDD3 I KJDJUxiD tor/ rwri! ujLuri>uni!i bhha wj rHLrJ^ UU4 Doulsche Bink AG Is authorised under Gennan Banking Law (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 Courtof Frankfurt am Main; Branch Registration in England and Wales BRO00005; Registered addres: Winchester House, 1 Great Winchester Street, London EC2N 2DB. [10107) Page 4 of 4 EFTA01477614