EFTA01477623.pdf

EFTA01477623 EFTA01477624 EFTA01477625 tut /-y^aHaa// ^3oao^a U3JUTID IOW" JiiQT iHUlT! LUlUXaUni! nMMJ\ HU i'HUi. tJUJ Deutsche Bank AG, London Branch 6 July, 2015 Deutsche BanK AG, London Branch FX Options Operations V^nchester House 1, Great Winchester Street London. EC2N 2DB Swilt: Drect Line: +^4 Direct Fax: +44 6338/6366 Dear Sir / Madam, Subject: Deutsche Bank outstanding confirmation - (First Chaser) The following confirmation(s) remain out^nding in our system. Please ensure this matter receives your prompt attention and return the signed confirmations at the earliest opportunity. Kindly ignore corTfinnation(s) that you may have already confirmed. Regards FX Option Confirmations Deutsche Bank A.G London Branch Email: FX0Dtion.Confirmationsiaidb.com Deutsche Bank AG is authorised under German Banking Law (competent authority- BaFin - Federal Rnandai Supervising Aulhorityi 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 BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. (10107) Error! Unknown document property name.Deutsche Sank Group online: h(tp;//www deutsche-bank ccm iU! / Froao^a UDdUiij ronu Jiax iwun: utuxBunji BHI'l^ ho i-HOI. uux Deutsche Bank AG, London Branch 6 July, 2015 Currency Option Transaction Our ref: 1037255502-1 PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC 1 SOUTH STREET BALTIMORE 21202.MARYLAND,UNITED STATES Deulscha Bank AG, Londcn Branch FX Opiions Operations EFTA01477626 Winchester House 1, Great Winchester areet London. EC2N 2DB +1 Telex SwiH Direcl Line: *4 Direct Fax +44 Dear Sire, The purpose of this letter agreement is to confirm the terms and conditions of the Currency Optron entered into between us Deutsche Bank AG, London Branch C'Party A") and PRIVATE CLIENT SERVICES FWM 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 Definitrans"} as published by the International Swaps and Derivatives Associatbn. Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee, are incorporated into this Confirmation. In the event of any inconsistency betvireen the FX Definitions and this Confirmation, this Confirmation will prevail. If you and we are parties to either an ISDA Interest Rate and Currency Exchange Agreonent (for which purposes this Transaction shall constitute a "Swap Transaction") or an ISDA Master Agreement (in each case an "Agreement') dien this Confirmation supplements, 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 betvwen 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 modifications 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 Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement, 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, (il) incorporating the addition to the definition of the "Indemnifiable Tax" contained in (page 48 of) the ISDA "Users Guide EFTA01477627 to the 1992 ISDA Master Agreements" and (iii) incorporating any other modifications to the ISDA Form specified below. The terms of the Transaction to which this Confirmation relates are as follows: Deutscha Bank AG Is authorlsad undar Carman Banking law (compatent authority - BaFin - Fedaral Financial Supervising Authority). 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 Republc of Germany HRB No. 3D 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BROD0005; Registered address: Winchester House, 1 Great Winchester Street, Uindon EC2N 2DB. (10107) Page 2 of 4 lUi f S'*D't3D//iJ3DaOi:D u^ijuxis 10M j!.ax fAuri; ohma hlt uiva 1. General Terms: Trade Date: Buyer; Seller; Currency Option Style: Currency Option Type: Put Currency and Put Currency Amount Call Currency and Call Currency Amount Expiration Date: Expiration 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 25,000,000.00 USD 26,250,000.00 04 January 2016 10.00 hours (Local time in New York) 06 January 2016 USD 1.05000 per EUR 1.00 USD 387 500 00 Party B 06 July 2015 Deutsche Bank Trust Co Americas, New York Swift Code; EFTA01477628 Acc: No.: 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 parties that expressly imposes affirmative obligations to the contrary for thisTransaction): Non-Reliance. It is acting for its own account, and it has made its wvn independent decisions to enter into this Transaction and as to whether the Transaction 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 communication (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 Transactbn 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 be an assurance or guarantee as to the expected results of thisTransaction. (0 (ii) 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 assuming, and assumes, the risks of the Transaction. Status of Parties. The other patty Is not acting as a fiduciary for or adviser to it in respect of this Transaction. (iii) 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 tetter, 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 Bv: \l::> Narne! Authorised Signatory ' For any query relating to this Confirmation, please contact us on 001 you agree with the details of this confinnation, please sign and return to fax number 001 This Is a computer generated confirmation and does not require a Deutsche Bank AG authorised signature By EFTA01477629 Name; Authorised Signatory Deutsche Bank AG is authorised uitder German Banking Law (competent authority - BaFIn - Fedeial Financial Supervising Authority). Deutsche Bank AQ 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 iBbiUty incorporated In the Federal Rapublc of Germany HRB No. 30 000 Distn'ct Court of Frankfurt am Main; Branch Registratian in England and Wales BRO00005; Registered addres: Winchester House, 1 Great Winchester Street, London EC2N2DB, (10107) Page 3 of4 lu; f'j'iatja// 'f-Daoa"a wDuuxiD 10ij tax xKuri! ujiuraoni tsHHH hlj X'HLrX. t Deutsche Bank AG Is authorised under German Banking Law (competent authoritY- BaFIn • Federal Financial Supervising Authority). Deutsche Bank AC London Branch is further authorised by the Prudential Regulation Authority and Is subject to limited regulation by the Financial Conduct Author'rty and Prudential Regulation Authority for the conduct of UK buslrtoss. Deutsche Bank AG Is a joint stock corporation with limited liabliity 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- Wlnchester House, 1 Great Winchester Street, London EC2N20B. (10107) Paged oF4 EFTA01477630