EFTA01477686.pdf

EFTA01477686 EFTA01477687 1" Deutsche Bank AG, London Branch 09 April 2015 Termination Agreement PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANOAL LLC 1 SOUTH STREET BALTIM ORE 21202,MARYLAND Deutsche Bank AG, London Branch London Cbmmodity Index Operations 99Bishopsgaie London EC2M3XD Tel: Tel: +44 +44 London-ConmoditylndexOperations(£ London Commodity Index Operations Fax Email: Attn: Fax Email: Attn: Dear Sir/Madam, We refer to the below Transaction Reference (the 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"), the relevant tenns of tvhich are set out below'. The purpose of this letter agreement is to confirm the terms and conditions of the termination of that Transaction. Terms used in but not defined in this letter agreement will have the meanings given to them in the Confirmation relating Qriginul Trade Petajls Transaction Reference- Trade Type: Trade Date. Commodity IndexSwap 13 January 2015 In consideration ofthe payment by Party B to Party A ofthe sum of USD 152,705.94 (the Termination Payment") on or before 07 April 2015 you and we agree that with effect from 06 April 2015 (the Temiination Date"), the Transaction shall terminate and, with the exception ofthe payment ofthe Termination Payment referred to herein, neither party shall have any further rights or obligations in EFTA01477688 respect ofthe Transaction. Notwithstanding the foregoing, neither party shall be released or discharged fiom any obligation to make any payment to the other that shall have become due and payable on or before the Termination Dale. This Termination Agreement shall be governed by and constmed in accordance with English law and all parties to this letter agree to submit to the jurisdiction ofthe English courts, Deutsche Bank AG is authorised under German Banking Law (ccmpetent authoiity. BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Aulhonly for the conduct 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 BRO00005, Registered address Winchester House. 1 Great Wnchasler Street. London EC2N 2DB. (10107) Deutsche Bank Group online http //www.deutsche-bank.com Page 1 of 3 (i) Non-Reliance. Ii is acting forils own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropnate or proper for it based upon its own judgement and upon advice from such tax, accounting, regulatory, legal and financial advisers as it has deemed necessary, and not upon any viewet"tressed by the other. 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 infomiation and e>f>lanations 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 e?"ected 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 undeistands and accepts, the teinis, conditions and risks ofthis Transaction. It is also capable of assuming, and assumes, the risks ofthis Transaction. (iii) Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it in respect ofthis Transaction. Party B represents to Party A on the date on which it enters into this Transaction that; (iv) This Transaction will comply in all respects with all applicable laws, rules, regulations, interpretations, guidelines, procedures, and policies of applicable governmental and regulatory authorities affecting Party B and the performance of its obligations hereunder. Transaction Reporting - Consent tbr Disclosure oflnformation: (i) Notwithstanding anything to the contrary in this Termination Agreement or any non-disclosure, confidentiality or other agreements entered into bcmeen the parties from time to time, each party hereby consents to the Disclosure of information (the "Reporting Consent"): EFTA01477689 (a) to the extent required by, or necessary in order to comply with, any applicable law, rule or regulation which mandates Disclosure of transaction and similar information or to the Client required by, or necessary in orderto comply with, any order, request or directive regarding Disclosure of transaction and similar information issued by any relevant authority or body or agency ("Reporting Requirements"); or (b) to and between the other party's head office, branches or affiliates; to any person, agent, third party or entity who provides services to such other party or its head office, branches or affiliates; to a Market; or to any trade data repository or any systems or services operated by any trade repository or Market, in each case, in connection with such Reporting Requirements, "Disclosure" means disclosure, reporting, retention, or any action similar or analogous to any ofthe aforementioned. "Market" mtons any exchange, regulated market, clearing house, central clearing counterparty or multilateral trading facility. Disclosures made pursuant to this Reporting Consent may include, without limitation. Disclosure of information relating to disputes over transactions between the parties, a party's identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a jurisdiction which may have a different level of protection for personal data from that ofthe relevant party's home jurisdiction. Notwithstanding anything to the contrary as set out herein, this Reporting Consent shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination of this Termination Agreement. No amendment to or termination ofthis Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent. Deutsche Bank AG is authorised under German Banking Law (competent authouiy. BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct 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 8R000005. Registered address: Winchester House, 1 Great Winchester Street. London EC2N 2DB. (10107) Deutsche Bank Group online http://www.deulsche-bank com Page 2 of 3 Miscellaneous: i. This Termination Agreement constitutes the entire agreement and underetanding between the Parties with respect to its subject matter and supersedes all oral communication and prior writings (cMtepl as otherwise provided herein) with respect thereto. ii. No amendment, modilication or waiver in respect of the matters contemplated by this Tennination Agreement will be elfective unless made in writing duly signed on behairofcach party. iii. This Termination Agreement may be executed and delivered in EFTA01477690 counterparts, each ofwhich will be deemed an original. iv. This Termination Agreement shall be governed by, and shall be construed in accordance with, English law. The Parties agree to submit to the e?Elusive jurisdiction oflhe English courts should a dispute arise out of or in connection with this Tennination Agreement or its subject matter. v. Party B hereby irrevocably appoints [Please Advise] its agent to accept service ofprocess in England in any legal action or proceedings arising out of this Tennination Agreement, service upon whom shall be deemed conpleted whether or not forwarded to or received by Party B. Party B agrees to inform DB in writing of any change of address of such process agent within 14 days of such change. Ifsuch process agent ceases to be able to act as such or to have an address in England, Party B inevocably agrees to appoint a new process agent in England acceptable to DB and to deliver to DB within 14 days a copy of a written acceptance ofappointment by the process agent. Nothing herein shall affect the right to serve process in any other manner permitted by law. Please confirm that the foregoing correctly sets forth the terms ofour agreement by executing the copy of this Confirmation enclosed for that purpose and retuming 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 Deutsche Bank AG London Branch Signed: Name: Signed: Name: Dept; Graham Bird Commodity Derivatives Apama Shrivastava Commodity Derivatives Dept: Confirmed as of the date first above written PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By; , ")T\y\ i Name; Authorised Signatoiy By; 31 Name; Authorised Signatory For an uer relatin lo this Notification lease contact us on +44- or or +91 or If you agree with the details of this Notification, please sign and return to fax number +44 or or Deutsche Bank AG is authorised under German Banking Law (compeient authority EFTA01477691 BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business, a member the London Slock Exchange Deutsche Bank AG Is a joint slock 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 BR00000S: Registered address Winchester House, 1 Great Winchester Street, London EC2N 2DB. (10107) Deutsche Bank Group online http f/www deutsche-bank.com Page 3 of 3 EFTA01477692