EFTA01282816.pdf

AMENDMENT AGREEMEN T This AMENDMENT AGRE EMENT ("Amendment") is between DEUTSCHE BANK dated as of October 12, 201 AG ("Party A") and SOUTH 5 and is made Be). ERN TRUST COMPANY, INC. ("Party Party A and Party B have entered into an ISDA Master the Credit Support Annex Agreement dated as of Octobe ("CSA") to the Schedule ther r 28, 2013, and eto (the "Agreement"); The parties agree to amend certain terms and provisions of the Agreement; In consideration of the mutual agreements contained in this Amendment, the panics agree as follows: 1. Part 3 of the Schedule to the Agreement is hereby deleted in entirety and replaced as follows: "Part 3. Agreement to Deliver Document s. (a) For the purpose of Section 4(agi), the documents to be delivered are: Party required to deliver Forrafflootineolf docorneat taste by which to be Certificate delivered Pasty A A properly executed Unit ed 0) Upon execution States Internal Reve of this nue Amesouni. (n) Service Form W-9 (or any, promptly upon reasonable demand successor thereto), a by United Party B and (nil promptly States Internal Revenue upon learning that any such Service Fong W-RIMY and form previously provided withholding statement with by Party A has become obsolete attached Form W-9 and a or incorrect United States Internal Revenue Service Form W- ISBI:N (or any successor forms thereto) Party A properly executed tinn ed 0) Upon execution of this States Internal Reve nue Agreement. (it) promptly Service Form W-9 (or any upon reasonable demand successor thereto) by Party A and (tai) Promptly upon learning that any such form previously provided by Pasty B has become obso lete tar I0001TeCt Party A and Party B Any forms required by the On or before the date governmental or such tax forms arc presenbe Authorities in the Relevant d by law to he supplied and othe Jurisdictions to be delivered rwise at the time or relating to transactions times reasonably requested by under this Agreement. othe the r party, but in no event including forms required betb pursuant to section 1471(b) of re the form and content such forms or other Of section 14/2(b)(1) of the documentation arc mad Internal Revenue Code e of known by the 1986 or to any othe IRS or r Relevant Jurisdiction domestic or international us authority law or intergovernme ntal agreement Much bring s SONY GSA 00038381 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED_ R GRIM. P 6(e) DB-SDNY-0001205 EFTA_00148990 EFTA01282816  2 such sections into lister in the Relevant Junsthetions, as amended, and any other documentation reasonably requested by the other party as it relates thereto (b) For the purposes of Section maXii). the other documents to be delivered (which will be covered by the representation in Section 3(d) of the Agreement if specified) are as follows: Party required to Form/Document/ Date by which to be Covered by Section SOB deliver document Certificate delivered Representation: Party A and Evidence of the authority. Upon or Part) B prior to the Yes incumbency and specimen execution and delivery of signature of each person this Agreeme nt and with executing this Agreement or respect to any Confirmation any Confirmation, Credit upon request by the other Support Document or other Party document entered into in connection with this Agreement on its behalf or oilvervase. as the case may be Party Its most recent Articles of As 01 execution or this Incorporation along with Yes Agreement, or upon any bylaos fir any) material change in such documents Party A A copy of the most recent Promptly after request by the Yes annual report containing other party consolidated financial statements of such party or its Credit Support Provider, if any, and such other public information respecting the condition or operations. financial or otherwise of such party or its Credit Support Provider, if any, as the other party may reasonably request from time to time Party If A copy of the most recent Promptly after request M the Yes annual report containing other party consolidated financial statements of such party or its Credit Support Provider, if any, and such information respecting the condition or operations, financial or otherwise of such pat. Or its Credit Support Prouder. if am. as the other party ma) reasonably request from time to time Party U A copy of the resolution of the Upon execution of dus Yes Board of /tiny-ton of Party B Agreement approving the entering into or this Agreement and the transactions contemplated SDNY_GM_0003.9382 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED_ R GRIM. P. 6(e) DB-SDNY-0001206 EFTA_0014899 I EFTA01282817  3 hereby certified by an authonsed officer of Party II (as the ease may be) that such documents are in fill fence and effect Party B Quanerly report within ten (1O) business Yes of unencumbered cash and days after the end of the marketable securities relevant alendar quarter Party A and Party It A duly executed and delivered Upon execution of this Yes copy of the Credit Supped Agreenient Document Puny II A legal opinion in a form Upon execution of this No" satisfactory to Party A with Agreement and any Credit respect to Party B. Support Document 2. Paragraph 13(1)(iXA) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(A) "Aggregate Ceiling Limit means USD 100.000.000." 3. Paragraph 13(IgiX1) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(I) "Tier II Ceiling LIS( means USI) 100.000,000." 4. Paragraph I 3(IXiXII) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "((J) - Tier I Ceiling Untie' means USD 100.000.000.- 5. Paragraph 13(1)(iXE) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(E) "Tier III Ceiling Limit means USD 50.000,000." 6. Paragraph 13(1Xi XO) of the Credit Support Annex to the Schedule to the Agreement shall he deleted in its entirety and replaced with the following: "(O) "Tier IV Ceiling Limit* means USD 50.000.000. 7. Each party represents to the other party in respect of the Agreement, as amended pursuant to this Amendment, that the representations made by it pursuant to the Agreement are true and accurate as of the date of this Amendment. R. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. 9. Except as specifically modified by this Amendment, all the terms and provisions of the Agreement will continue in full force and effect. References to the Agreement will be to the Agreement, as amended by this Amendment. SDNY_GM_00038383 CONFIDENTIAL DB-SDNY-0001207 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) EFTA_00I 48992 EFTA01282818  4 10. Capitalised terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. II. Each of the panics to this Amendment will deliver to the other party, upon execution of this Amendment, evidence of the authority and true signatures of each official or representative signing this Amendment on its behalf. 12. This Amendment may be executed and delivered in counterparts, each of which will be deemed an original. 13. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to its choice of law doctrine). The parties have executed this Amendment with effect from the date appearing in the first paragraph above. DEUTSC AG SOUT stian Marchese By: — By: Name: Name: Vice President By: do Waite By: Name: i = President Name: Date: . _ Date: 1O _- _LS (5 SDNY_GM_00038384 CONFIDENTIAL CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SONY-0001208 EFTA_00148993 EFTA01282819