EFTA00590936.pdf

Deutsche Bank Deutsche Bank AG London Winchester House 1 Great Winchester Street. London EC2N 208 Telephone: +44 (0)20 7545 8000 Date: 14 January 2015 To: Southern Financial,LLC Attention: CDS Documentation Our Reference: CONFIRMATION CreditDerivative Transaction Dear Sir/Madam, The purpose of this communication (this 'Confirmation') is to set forth the terms and conditions of the Credit Derivative Transaction entered into between Deutsche Bank AG ("Party A") and Southern Financial,LLC ("Party B") on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a 'Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 2014 ISDA Credit Derivatives Definitions (the '2014 Definitions"), as published by the International Swaps and Derivatives Association, Inc. (-ISDA'), are incorporated into this Confirmation. In the event of any inconsistency between the 2014 Definitions and this Confirmation, this Confirmation will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 28 October 2013, as amended and supplemented from time to time (the "Agreement") between Party A and Party B. All provisions contained in, or incorporated by reference in, the Agreement shall govern this Confir- mation except as expressly modified below. The terms of the Transaction to which this Confirmation relates are as follows: 1. General Terms Transaction Type: Standard Latin America Sovereign Trade Date: 13 January 2015 Effective Date: 14 January 2015 Scheduled Termination Date: 20 March 2020 Floating Rate Payer: Party A (the *Seller') Fixed Rate Payer: Party B (the 'Buyer") Calculation Agent: Seller Reference Entity: FEDERATIVE REPUBLIC OF BRAZIL Standard Reference Obligation: Applicable Seniority Level: Senior Level Reference Obligation: The obligation(s) identified as follows: Primary Obligor: Federative Republic of Brazil 1 EFTA00590936  Maturity: 06 March 2030 Coupon: 12.25% CUSIP / ISIN: 105756AL4 / US105756AL40 2. Fixed Payments Fixed Rate Payer Payment Date(s): 20 March 2015 and thereafter each 20 June, 20 September, 20 December and 20 March Fixed Rate: 1 per cent per annum Initial Payment Payer: Party B Initial Payment Amount: USD 491,941.00 Initial Fixed Rate Payer Calculation Notwithstanding Section12.9 of the 2014 Definifions, the initial Period: Fixed Rate Payer Calculation Period shall commence on. and include, the Fixed Rate Payer Payment Date falling on or immediately prior to the calendar day immediately following the Trade Date. I Floating Payment Floating Rate Payer Calculation Amount: USD 10,000,000.00 4. Credit Support Provisions This Transaction shall be subject to the ISDA Credit Support Annex dated as of 28 October 2013 between the parties. For purposes of this Transaction the Independent Amount applicable to Party B shall be an amount equal to 1% of the Fixed and Floating Rate Payer Calculation Amount, subject to any reductions due to partial terminations or partial novations. 5. Notice and Account Details Contact Details for Notices Party A: Derivatives Documentation Fax: +1 212 797 0779 General Documentation En' uiries• Email: Notices: Email: Party B: Please advise Account Details Party A: Standard Settlement Instructions Party B: Standard Settlement Instructions 6. Offices a) The Office of Party A for the Transaction is London 2 EFTA00590937 7 Representations Party B. if it is a nonresident alien individual, foreign corporation, foreign partnership, foreign trust, or foreign estate, represents that is a foreign person for purposes of US Treasury regulations relating to information reporting and backup withholding. Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction): co Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this 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 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 expected 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 understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. (iii) Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it in respect of this Transaction. 3 EFTA00590938 Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us by facsimile to: Attention: New York Derivatives Documentation Fax: +1 212 797 0779 Email: Deutsche Bank AG, London Branch is acting as principal in this Transaction. The time of transaction will be supplied on request. If applicable, the following will apply: The time of exercise will be supplied on request. Details of arrangements with introducing brokers are available on request. THIS MESSAGE WILL BE THE ONLY FORM OF CONFIRMATION DESPATCHED BY US. PLEASE EXECUTE AND RETURN IT BY FACSIMILE. IF YOU WISH TO EXCHANGE HARD COPY FORMS OF THIS CONFIRMATION PLEASE CONTACT US, Yours faithfully, For and on behalf of DEUTSCHE BANK AG By: By: Name: Paul Carter Authorized Signatory Name: Jan Abela Authorized Signatory Confirmed as of the date first above written SOUTHERN FINANCIAL.LLC By: By: Name: Name: Title: Title: Chairman of the Supervisory Board: Paul Achleitner. Deutsche Bank AG is a joint stock corporation with limited liability Management Board: Jargon Fitschen (Co-Chairman). Anshurnan incorporated ki the Federal Repubic of Germany, Local Court of Jan (Co-Chairman).Stefan Krause. Stephan Leithner. Stuart Frankfurt am Main, HRB No. 30 000:Branch Registration ki England Lewis. Rainer Neske. Henry Ritchotte. Christian Sewng. and Wales BRO00005 and Registered Address: Wnchester House. I Great Winchester Street. London EC2N 20B. Deutsche Bank AG is authorised under German Banking Law Deutsche Bank AG.London Branch s a member of the London Stock (competent authority: European Central Bank) and, in the United Exchange. (Details about the extent of our authorisation and Kingdom. by the Prudential Regulation Authority. It is subject regulation by the Prudential Regulation Authority, and regulation by to supervision by the European Central Bank and by BaFin. the Fnancial Conduct Authority are available on request or fran Germany's Federal Filene's,' Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. 4 EFTA00590939