EFTA01477577.pdf

EFTA01477577 EFTA01477578 EFTA01477579 EFTA01477580 EFTA01477581 EFTA01477582 EFTA01477583 EFTA01477584 EFTA01477585 I m Deutsche Bank 04 February 2015 Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Telephone: do Deutsche Bank Securities Inc 60 Wall Street New York, NY 10005 Southern Financial LLC 6100 Red Hook Quarter ST Thomas VI 00802 IntemBl ReFerenca NumtMr LN-NY-OC-eiB753-4-0-0 Our Transaction Reference Number: LN 618753 Dear Sir / Madam, The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank AG acting through its London Branch ("Party A") and Southern Financial LLC ("Party B") on the Trade Date specified below (the 'Transaction'). DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK SECURITIES INC. ("DBSI") HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN PARTY A AND PARTY B SHALL BE TRANSMITTED THROUGH DBSI. DEUTSCHE BANK AG ACTING THROUGH ITS LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). The definitions and provisions contained in the 2006 ISDA Definitions (the '2006 Definitions') and in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions', and together with the 2006 Definitions, the "Definitions"), in each case as published by the international Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. References herein to a 'Transaction' shall be deemed to be references to a 'Swap Transaction' for the purposes of EFTA01477586 the 2006 Definitions. This Confirmation constitutes a "Confirmation" as referred to in, and supplements, forms a part of and is subject to, the ISDA Master Agreement dated as of 28 October 2013 as amended and supplemented frwn time to lime (the "Agreement"), between you and Deutsche Bank AG. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. The terms of the particular Transaction to which this Confirmation relates are as follows: General Terms: Transaction Type; 1. 2 Index and Exchange Traded Fund Basket Option Transaction (Dispersion) 30 January 2015 European Trade Date: Option Style: Option Type: Call Seller Buyer: Index: Party A Party B As specified in Annex 1 Shares: Number of Indices: The exchange traded fund(s) ("ETF') as specified in Annex 1 The aggregate number of Indices as set out in Annex 1 The aggregate number of Shares as set out in Annex 1 Any Index or Share to which the Multiple Exchange Index Annex is specified to be 'Not applicable" in Annex 1 Any Index or Share to which the Multiple Exchange Index Annex is specified to be "Applicable' in Annex 1 Number of Shares: Single Component Index: Multiple Component Index: Basket: The basket of an Index and an Shares as specified in Annex 1 (each a Component (i)) ^USD 4,166,000.00 One "'USD 99,984,00 4 February 2015 As specified in Annex 1 As specified in Annex 1 EFTA01477587 Notwithstanding anything to the contrary in the 2002 Equity Definitions, Scheduled Trading Day, Exchange Business Day, Averaging Date, Valuation Date, Disrupted Day, Valuation Time, Final Price and any other variable relevant to this Transaction as the Calculation Agent deems appropriate, shall be determined separately in respect of each Index and Share as the case may be in the Basket, as if such Index or Share were a separate Index Transaction or Share Transaction so that each of such Indices shall be valued independently but that such values combined shall produce a single value for the Basket. For the purposes of determining the Cash Settlement Payment Date, the Valuation Date will be the last Valuation Date to occur In respect of all the Indices and Shares in the Basket. Party A Notional Amount ('NA'): Number of Options: Premium: Premium Payment Date: Exchange(s): Related Exchange(s): Separate Valuation / Combined Consideration: Calculation Agent: Procedure for Exercise: Expiration Time: Expiration Date: Multiple Exercise: Automatic Exercise: Seller's Telephone Number and Telex and/or Facsimile Number and Contact Details for Purpose of Giving Notice: The Valuation Time / 18 December 2015 Inapplicable Applicable Attention: Tel No: Fax No: Equit Derivative Traders +44 +44 Valuation: Valuation Time: In relation to the Index in the Basket The Valuation Time for the Transaction shall be the latest Valuation Time of all of the Indices in the Basket each as determined pursuant to Section 6,1 of the Equity Definition provided that the Valuation Time of any Multiple Component arti EFTA01477588 S Index in the Basket shall be subject to the Multiple Exchange Index Annex. In relation to the Shares The time at which the official closing price per Share is published and announced by the Exchange The Exercise Date Valuation Date(s); Settlement Terms; Cash Settlement: Applicable provided that Section 8.1 of the Equity Definitions shall be deleted and replaced with; In respect of any Exercise Date under an Option Transaction for w+ilch "Cash Settlement' is applicable, if the Optional Cash Settlement Amount is a positive amount, such amount shall be payable by the Seller to the Buyer on the Cash Settlement Payment Date. USD Three (3) Currency Business Days after the finai Valuation Date An amount, determined by the Calculation Agent, in the Settlement currency, equal to the result of the following formula; NA X Max (0 .Dispersion - Strike ) Settlement Currency: Cash Settlement Payment Date: Option Cash Settlement Amount: Dispersion; ti - e\ROturn(kJ) - BasketRetLrn(Z m5 koi ^xY,f^eturn(k,T) •5 Basket Retum(T): Relum<k,T): Underlying(k3) -1 Underlying(k,0) In relation to the Index In the Basket Under lylng(k.T) The level of such Index, as calculated by the Index Sponsor, as of the Valuation Time on, or in respect of, the finai Valuation Date In relation to the Shares The price per Share as published by the relevant Exchange at the Valuation Time on. or in respect of, the relevant Valuation Date As specified in Annex 1 Underlying{k,0) strike: EFTA01477589 Inapplicable Futures Price Valuation; Multiple Exchange Index Annex The provisions of the 'Multiple Exchange Index Annex" set forth below apply with respect to the Multiple Component Index Component Security Amendment to Section 6.6(e): Each component security of an Index. The words "the level of the relevant Index at the dose of the regular trading session on the relevant Exchange" on lines 4 and 5 of Section 8.8(e) of the Equity Definitions shall be deleted and replaced with the words "the official closing level of the Index as calculated and published by the Index Sponsor". Any day on which; (I) the Index Sponsor Is scheduled to publish the level of the Index; and (li) the Related Exchange Is scheduled to be open for trading for Its regular trading session. Any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange Is open for trading during Its regular trading session, notwithstanding the Related Exchange closing prior to ils Scheduled Closing Time. (i) For the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange In respect of such Component Security, and (b) in tuspeci ul any uptlons uonliduis ui Tuluius cuntiacls un the Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor. Either Scheduled Trading Day; Exchange Business Day: Valuation Time: Market Dlsmption Event; (a) The occurrence or existence, in respect of any Component Security, (I) of: (1) a Trading Disruption, which the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; (2) an Exchange Disruption, which EFTA01477590 the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component Security is principally traded; OR (3) an Early Closure; AND (b) the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists comprises 20 per cent or more of the level of the Index; OR the occurrence or existence. In respect of futures or options contracts relating to the Index, of: (a) a Trading Disruption; (b) an (II) Exchange Disruption, which in either case the Caicuiation Agent determines Is material, at any lime during the one hour period that ends at the Valuation Time In respect of the Related Exchange; or (c) an Early Closure, For the purposes of determining whether a Market Disruption Event exists in respect of the Index at any time, if a Market Disruption Event occurs in respect of a Component Security at that time, then the relevant percentage contribution of that Component Security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that Component Security to (y) the overall level of the Index, in each case using the official opening weightings as published by the Index Sponsor as part of the market "opening data". Any suspension of or limitation Imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise: (i) relating to any Component Security on the Exchange in respect of such Component Security; or (ii) in futures or options contracts relating to the Index on the Related Exchange. Any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for: (I) any Component Security on the Exchange in respect of such Component Security: or (ii) futures or options contracts relating to the Index on the Related Exchange. The closure on any Exchange Business Day of the EFTA01477591 Exchange in respect of any Component Security or the Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of; (i) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day; and (II) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day. Any Scheduled Trading Day on which: (i) the Index Sponsor fails to publish the level of the Index; (ii) (he Related Exchange fails to open for trading during its regular trading session; or (iii) a Market Disruption Event has occumed. Trading Disruption: Exchange Disruption: Early Closure: Disrupted Day: Index Adjustment Event: index Cancellation: Calculation Agent Adjustment, provided however, where it Is not possible to produce a commercially reasonable result - at the discretion of the Calculation Agent, "Cancellation and Payment" shall apply, in which case the provisions of Section 11.1(b)(C) of the Equity Definitions shall apply index Modification: Calculation Agent Adjustment, provided however, at the discretion of the Calculation Agent, "Cancellation and Payment" shall apply, in which case the provisions of Section 11.1(b)(C) of the Equity Definitions shali apply Index Disruption: Calculation Agent Adjustment; provided that, if the Multiple Exchange Index Annex applies, a failure on the Valuation Date by the Index Sponsor to calculate and announce the Index will not be treated as an Index Disruption but will Instead constitute a failure by the Index Sponsor to publish the level of the Index for the purposes of the definition of tisrupted Day" in the Multiple Exchange Index Annex. Adluatment and Extraordinary Event Terms In relation to the Shares / ETF: Share Adjustments; Method of Adjustment: Extraordinary Events: New Shares: Calculation Agent Adjustment The definition of "New Shares" in Section 12.1 (i) of the Equity Definitions shall apply provided however fliat:- (a) if the Exchange mentioned therein Is located in the United States, the definition of "New Shares" shall be amended by deleting subsection (I) in its entirety and replacing it with the EFTA01477592 following: "(I) publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors)".; and (b) If the Exchange mentioned therein is within the European Union, Norway or Switzerland the definition of "New Shares" shall be amended by deleting subsection (I) in its entirety and replacing it with the following: "(0 publicly quoted, traded or listed on any of the exchanges or quotation systems located in the European Union, Norway or Switzerland " Consequences of Merger Events: (a) Share-for-Share: (b) Share-for-Olher: (c) Share-for-Combined: Tender Offer: Consequences of Tender Offers: (a) Share-for-Share: (b) Share-for-Olher: (c) Share-for-Combined: Composition of Combined Consideration: Nationalisation, Insolvency or De-llsting: De-llsling: Calculation Agent Adjustment Calculation Agent Adjustment Calculation Agent Adjustment Applicable Calculation Agent Adjustment Calculation Agent Adjustment Calculation Agent Adjustment Inapplicabie Cancellation and Payment (Calculation Agent Determination) In addition to the provisions of Section 12.6(a)(iil) of the Equity Definitions and for the avoidance of doubt, it will constitute a De-listing if (a) the Exchange is located In the United States and the Shares are not Immediately re-llsted, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors); and (b) the Exchange Is In the European Union, Norway or Switzerland, and the Shares are not immediately re-listed, re- sell traded or re-quoted on any of the exchanges or quotation systems located in the European Union, Nonvay or Switzerland. Terms In relation to both the Index and the Shares/ETFs: Additional Disruption Events: Change in Law: Applicable, except that Section 12.9(a)(li) is amended by the replacement of the word "Shares" with "Hedge Positions" EFTA01477593 Failure to Deliver: Insolvency Filing Inapplicable In relation to the Index Inapplicable In relation to the Shares/ETF's APRliPablS Applicable Applicable Applicable Applicable Party A Party A Hedging Disruption: Increased Cost of Hedging: Loss of Stock Borrow: Increased Cost of Stock Borrow: Determining Party: Hedging Party: Representations: Non-Reliance: Agreement and Acknowledgments Regarding Hedging Activities: Applicable Applicable Applicable Applicable Party B Representations. Party B represents, warrants and acknowledges that: Securities Act. It is a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act of 1933, ae amended (the 'Securitiee Act"). Index Disclaimer Additional Acknowledgments: Account Details: Payments to Party A: Payments to Party B; Contact Names: 3 Standard Settlement Instructions Standard Settlement Instructions 4. Non- ity Documentation Control +44 +44 oed.docsraidb.com Your Documentation contact is specified on the front of our Facsimile Transmission sheet Confirmations Telephone: Fax: e-mail address EFTA01477594 During the following London Business Hours (09:00 to 18:00 GMT Inc BST) please contact the below: Please telephone +44 (20) 754 72007 During the following London Hours (10:00 to 23.00 GMT inc BST) please contact our North America "New ..iLWl1JUIU/Aty u York" office on: Corporate Clients & Interbank Counterparties please telephone +1 (212) 250 5977 During the following London Hours (23:00 lo 09:00 GMT inc BST) please contact our Asia Pacific "Sydney" office on: Corporate Clients & Interbank Counterparties please telephone +61 (2) 8256 4651 Paymente/Flxlnge Telephone: GED Settlements +44 +44 Fax: Offices: The Office of Party A for the Transaction is London THIS MESSAGE WILL BE THE ONLY FORM OF CONFIRMATION DISPATCHED BY US. PLEASE EXECUTE AND RETURN IT BY FACSIMILE PROMPTLY TO FAX NUMBER +44 IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THIS CONFIRMATION PLEASE CONTACT US. Please confirm that the foregoing correctly sets forth the terms of our agreement by sending to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and Indicates your agreement to those terms. The time of execution of this Transaction will be made available by Party A upon written request. Yours faithfully. for and on behalf of Deutsche Bank AG, London Branch By: By: Name: JonAbela Title: Authorised Signatory Name: Mark Brownson Title: Authorised Signatory DEUTSCHE BANK SECURfriES INC. EFTA01477595 Adrlsn Dc-Nleola Authorised Signatory Dautsehe Bank Stcurliles Inc, Larisa Besrayeva Authorised Stgnatoiy Deutsche Bank SeeurlttsB Inc. By: By: Name:Larlsa Besrayeva Title:Authorised Signatory Name:Adrian De-Nicola Title:Authorised Signatory Confirmed as of the date first above written; SOUTHERN FINANCIAL LLC .-mr-" By: By: Name; Cfcf Name: Title: Chabmin of U« Supervisory Boittl; Dr. Paul Achlellner. Management Board: JOrgen Fltechon (Co-CrrairToan), Anshu Jain (Co- Clraltman), Stefan Krousa, Stephan Leilhner, Stuart Lewis, Rainer Neoka, Henry Ritchotta and Christian Sawing. Deutoche Bank AG h authorised under German Banking Uw (competent Bulhority; BaFIn- Federal Ftnencbt Supervising Authority) and regulated by Bia FlnanclaJ Servleae Authority to r the conduct of UK buslnass; a rrtembar of the London Stock Exchange. Deutsche Bank AG Is a folnl stock corporation with Umllad liability Incorpotaled In the Federal Republic of Germany HRB No. 30 000 olsMct Court of Frankhirt em Main; Branch Registra lion In England and Wales BR0000Q3; Registered addrass: Winchester House, t Great Winchester Slreel, London EC2N 2DB. Deuticha Bank Group online; hltp://www,deutsche-bank,com annex 1 CotriDonentg comprised In the Basket The Basket is composed of the following Components set out below: Multlple Exchange Index Annex: Index (Ccpinponent (I)): Rl Code: Underlylng(k,O) Exchange; Related Exchange: New York Stock Exchange, the NYSE Amex Equities, the EFTA01477596 NASDAQ Global Seiect Market or NASDAQ Globa i Market 1,994.99 S&P 500 Index .SPX Inapplicable All Exchanges Multiple Exchange Index Annex shall apply; for each Component Security of the Index, the Exchange Is the stock exchange on which that component security is principally traded, as determined by the Calculation ^ent DJ Euro Stoxx 50 EUR Pr 3,351,44 .STOXX50E Applicable Eurex Hong Kong Futures Exchange Ltd (part of "Hong Kong Exchanges and Clearing Limited*') Stock Exchange of Hong Kong Limited (part of "Hong Kong Exchanges and Clearing Limited") HANG SENG CHINA ENT INDEX 11,720.10 .HSCEI Inapplicable Tokyo Slock Exchange. Inc. Osaka Securities Exchange Co.. Ltd 17,674.39 ,N225 NIKKEI 225 INDEX Inapplicable EFTA01477597 Multiple Exchange Index Annex: Shares/ETFs (Component (1)I: Rl Code: Undertylng(k,O) Related Exchange; Exchange: iShares MSCI Emerging Markets EEM.P USD 39.02 NYSE Area Inapplicable Not Applicable ETF EFTA01477598