EFTA01477644.pdf

EFTA01477644 EFTA01477645 EFTA01477646 ru; DtJomD/ UJlfUV I D fiJiX rnurn uriUxoLpUri Hb FHbJi UUI Deutsche Bank AG, London Branch 3 November, 2015 Cross-Currency Non-Del[verable F=orward FX Transaction Our ref: 1110119325-1 PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC 1 SOUTH STREET BALTIMORE 21202,MARYLAND,UNITED STATES Deutsche BankAG, London Branch FX Options Operations Winchesto- House 1, Great Winchester Street London. BO2N 2DB + 1 ^14 35414739 avrt: DEUTGB2L Direct Liie: +44 207 541 1709 Direct Fax; +44 207 545 6336/6366 Dear Sits The purpose of this letter agreement is to conitim the terms and conditions of the Non-Deliverable FX Transaction 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'Transactton"L The definitions and provisions contained in the 1998 FX and Currency Option Definitions (as published by the International Swaps and Derivatives Association, Inc., the Emerging Markets Traders Association and The Foreign Ewrhange Committee) are incorporated Into thb Confiimation, In the event of any Inconsfetency between those definitions and provisions and Ihs Conflimation, this Confiimation will govern If you and we are parties to eitiier 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 Confiimation supplemente, 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 Confiimation relates. In addition Party A and Party B agree to use all reasonable elfbrls promptly to negotiate, execute and deliver an agreement In the form of the ISDA Master / ^reement (Multicurrency - Cross Border) (the "ISDA Form") with such modifications as you and we wDI in good faith agree. EFTA01477647 Upon execution by Party A and Party B of such an agreement, this Confiimation will supplement, form part of and be subject to that agreement All provisions contained or incorporated by reference In that agreement upon 16 execution will govern the Confiimation. Until we execute and deliver th at agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a 'Confirmation") confirmirg transactions (each a Transaction") entered Into between us (rwtwithstending anything to the contrary In a Confiimation) shall supplemenL 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 vnth the schedule thereto (i) specifying only that (a) the governing law 6 Engifeh law and (b) the Termination Currency 6 U.S. Ddlais, (ii) Incorporating the addition to the definition of the "Indemnifiable Tax" contained In (page 48 of) the ISDA "Users Guide to the 1992 ISDA Master Tigreemente" and (BO Incorporating any other modificalions to the ISDA Form specified below. This confirmation supersedes and replaces any other confiimatlonpncluding a Swift MT300), if any, sent or exchanged the relation to this transaction. The terms of the Transaction to which the Conflimation relates are as follows; 1 General Terms: Deutsche BankAG isauttiDrised undef German Banking law {competent authority - BaFn - Federal Financial Supervising Authotity). Deutsche BankAG London Branch is lurther authorised by the Prudential Rcgulation Authority and is subject to limited regulation by the Financial Conduct Authority ani Prudential Reflation Authority for the conckict of UK busine&s. Deutsdre BankAG is a joint stock cormratlon with limited liability Incsrporated in the Federal Republic of Germany HRB Mo. 30 000 District Court of Frankfurt am htaln; Branch Regstration in En^fid and Wales BRO00005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2D B. (10107) Pagelof4 ru: QUO I U3///D I 7i:/D4 (3011UV I 3 U3Z3 iax rKuril uKUTaunr. DmtK hu Trade Date; Reference Currency. Reference Currency Notional Amount Notional Amount Forward Rate: Reference Currency Buyer: Reference Currency Seller: SetHement Currency: Settlement Date: 30 October 2015 KRW KRW 11,540,400,000 EFTA01477648 JPY 1,200,000,000 KRW9.617000 Per JPY 1.00 Party A Party B JPY 04 August 2016, subject to adjustment If the Scheduled Valuation Date Is adjusted In accordance with the Foibwing Bisiness Day convention or ff 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 after the date on which the Spot Rate b determined. SeUlement Settlement Rate Option: Non-Deliverable (Reference CurrencySpotRate)/(Settlement Currency Spot Rate) KRWKFTC18(KRWD2) Reference Currency Settlement Rate Option' Means the currency exchange rate (which may be determined from relevant cross rates) at the Bme at which such rate is to be determined tor foreign exchange transactions In the relevant Currency Pair tor value on the spot settlement date , as publbhed by WM Company on the relevant Reuters Screen at 16.00 hours (Local time in London) or, in the event that such rate is not published on such page, such alternative currency exchange rate as the Calculation Agent acting In good faith,selects or determines. Setae men t Cu rrency SetBementRateOpaon: 02 August 2016. ("Scheduled Valuation Date"), subject to adjustment in accordance with the Preced'mg Business Day ConvenBon; provided however, that in the event of an Unscheduled Holiday, subject to adjustment rn accordance with the Following Business Day Convention. Valuabon Date: Disruption Events and Fallbacks applicable tothe Reference Currency Spcl Rate: 2. Disruption Everrts: Price Source Oteruptbn: Appiicable. Disruption Fallbacks: (I) Valuation Postponement (II) Fallback Reference Price SFEMC KRW Indicative Survey (KRW04) The partes acknowledge that one or both partes to this Transaction acting directly or through a branch or an affiliate may be requested to provide a quotation or quotations from time to time for the purpose of determining the SFEMC KRW Indicative Survey Rate and such quotation may affect, materially or otherwise, the settlement of the Transaction, (111) Fallback Survey Valuation Postponement (iv) Calculation Agent Determination of Settlement Rate Deutsche Banl( AG isauthoried under German fencing law (competent authority ■ BaFn ■ Fedeiar Finandal Supervising Authority). Deutsche Bank AG London Branch is further authorised by the Prudenlial Reguialion Authority and is subject Id limited regutafion by the Fnancial Condud. Authority and EFTA01477649 Prudential Repjlation Authority for the conduct of UK business. Deutsdte Bank AG is a joint stock corporation with limited liability inrorporated in the Federal Republic of Germany HRBNo 30 000 District Coirt of Fra nkfurtam Main;Branch Reg'stration in En^andand Wales BRO00005; Registered address: Winchester House.lGreatWincheslerStreet,London EC2N2DB (1D107] Page2or4 lUI DUO I UD// / 3 I 5'10 1* uonuv IZ3 Doou iO'i J!Kun: uiui'ai-nj!, niini\ hl> i-HUJi UUJ "Unscheduled Holiday" shaD mean forthe purposes of the Transaction, thata dayis nota Business Day and ttiemarketwas not aware of such fact (by means of a public announcement or by reference to other publldy available information) until a time laterthan 9:00 am focal time in the Principal Rnancial Centre of the Reference Currency two Business Days prior to the Scheduled Valuation Date. In the event the Scheduled Valuation Date becomes a ut^ect to the Following Business Day Convention, and If the Valuation Date has not occurred on or before the fourteenth consecutVe day alter the Scheduled Valuation Date (any such period being a 'Deferrai Period'), then the next day after the Deferral Period that would have been a Business Daybutfor the Unscheduled Holiday, shall be deemed to be the Valuation Date. •Valuation Postponemenf means for purposes of obtaining a Settlement Rate, that the Spot Rate will be determined on the Business Day first succeeding the day on which the Price Source Disruption ceases to exist, unless the Price Source Dfirupbon continues to exist [measured from the date tha^ but for the occurrence of the Price Source Disruption, wcxjld have been the Valuation Date) fora consecutve numberof calendar days equal to the Maximum Days of Postponement In such event the Spot Rate 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 thatthe Fallback Reference Price is not available on or before the 3rd Business Day (or day that would have been a Business Daybutforan Unscheduled Holiday) succeeding the end of either (i) Valuation Postponement tor Price Source Disruption, (II) Deferral Period for Unscheduled Holiday, or (III) Cumulative Events, then the Seillement Rate will be determined in accordance with the nextappllcable Disruption Fallback on such day. Forthe avoidance of doubt Cumulative Events, if applicable, does notpredude postponement of valuation In accordance with this provision. "Cumulahve Events" means except as provided below, in no eventshall the total numberof consecutive calendar days during which either (I) valuation is deferred due to an Unscheduled Holiday, or (11) a Valuation Postponement shall occur (or any EFTA01477650 combinaBonot(i)and (ii)), exceed 14 consecutive calendar days in the aggregate. Accordingly, (x)lf, upon the lapse of any such 14 day period, an Unscheduled Holiday shall have occurred or be continuing on the day following such period that otherwise would have been a Business Day, then such dayshall be deemed to be a Valuation Date, and (y) if, upon the lapse of any such 14 day period, a Price Source Disruption shall have occurred or be continuing on the day following such period on which the Spot Rate otherwise would be determined, then Valuation Postponementshallnotapplyandthe Spot Rate shall be determined in accordance with the next Disruption Fallback. Fourteen (14) calendar days Seoul Tokyo Maximum Days of Postponement Business Days applicable to the Valuation Date: Business Days applicable to the Settlement Date; Calculation Agent; Party A 3, Account Details: 4 Account Details for Party A; Deufeche Bank AG, Tokyo Swift Code: DEUTJPJT Acc: No,: 008515900 Account Details for Party B. To be advised 5. Offices; The Office of Party A for this Transaction is Deutsche Bank AG, London Branch The Office of Party B for this Transaction Is 1 SOUTH STREET BALTIMORE 21202.MAR YLAND.UNITED STATES Deutsche Bank AG is authorised under German tetiking taw (mmpeteiU authority - BaRn ■ Federal Financial Supervising Authority). Deutsche Bank AG London Branch is Turther authorised by the Prudential Regulation Authority and Is subject to limited regjattan by the Flnarcial Conduct Authority and Prudential Reflation Authority for the conduct of UK business. Deutsche Bank AG is a joint stodt (orporabon with limited liabiitty inixirporated In the Fecfcral Itepubirc of Germany HHB No. 30 Dm Disbict Cocct of Fra nkfurtam Nbtn; Branch Regstraton in En^nd and Wales BR00000S; Registered address: Winchester Noise, 1 Great Winchester Street, London EQN 2DB (10107) Page 3 of 4 TU: OUOIU3/// WJ11UV I 3 V333 I fi&i rnui'i: urjUTOunjL bhur hij i'HU3i UU^I Representations: 6 Each party represents to the other party as of the date that it enters Into 0* Transaction that (absent a written agreement between the parties thatexpressly Imposes affirmative obligations to the contrary tor this Transaction): EFTA01477651 Non-Reliance. It is acting tor its own account, and it has made ib own Independent decisions Id enter into this Transaction and as to whether the Transaction is appiopriatE or proper tor it based upon ib own Judgement and upon advice from such advbers as it has deemed necessary. It Is not relying on any communicalion (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that Intormation and explanatiars related to the terms and condtdons of thb 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 bean assurance or guarantee as to the expected resulte of this Transaction. Assessment and Understanding. It Is capable of assesslrtg the merits of and understanding (on Ib own behalf or through Independent professional advice), and understands and accepb the terms and conditions and risks of thb Transaction. It Is abo capable of assuming, and assumes, the risKs of the Transaction. Status of Parties. The other party Is not acting as a fiduciary tor or adviser to It In respect of thb Transaction. (I) (II) (III) Please confirm that the foregoing correctlyseb forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning itto us or bysending to us a letter orfacsimilesubstantialiysimilarto thb letter, which letter orfacsimlle seb torth the material terms of the Transaction to which thb Confiimainn relates and Indicates your agreement to those terms. Yours faithfully, forand on behalf of Deutsche Bank AG( London Branch r)- By: Name: Darran Olive Title'Authorised Signatory Name:Aparna Shrivastava Title: Aufhorrsed Signatory Confimed as of the date first above writteta"-'^'^ PRIVATE CLIENT SERVICES PWltWCEX BROWN AC SOUTHERN HNANCIAL LLC By: Name: Authorised Signatory Authorised Sigh^ For any query relating to this Confirraation, please contact us on +44 (20)7541 1915 [email protected] EFTA01477652 If you agree with the detaib of this confirmation, please sign and return to fax number+44 (20)7545 6438 Deutsche Bank AG isaulharised under Gertron Banking Law (oompetenL aulharity -BaFin - Federal Financial Supervising Authorilv). Deutsche Bank AG London Branch is further authorised by the Prudenlial Regutalion Authority and is subject Id limited regulation by the Financial Ccnduct Authority and Prudential Regulation Authority fcr the conduct of UK business. Deutsche Bank AG is a Joint stock corpora tion with limited iiabillly Incorporated in the Federal Itepublic of Germany HRB No. 30 OCD District Court of Fra nkfurtam rviain; Branch Reg'stration in En^ndand Wales BRD0000S; Reg'rstered address; Winchester Ptoiuse, 1 Great WinCheSterSlreet, London EQN 2DB. (1Q1D7) Paged of4 EFTA01477653