EFTA01221286.pdf

ri Aug 16 13:45:08 2013 'J pg:1 of 5 J.P.Morgan JPMorgan Chase Bank, N.A. Chaseside WB01-0560 Bournemouth BH7 7DA United Kingdom Direct Line Facsimile Switchboard: 44 1202 322000 SOUTHERN TicT COMPANy, INC Facsimile: 001 2 August 2013 Reference Number: 8000046103779 Knock-In/Knock-Out Currency Option Transaction The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, N.A., ("JPMorgan") and SOUTHERN TRUST COMPANY, INC, (the "Counterparty") on the Trade Date specified below. The definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., (the "2006 Definitions") and in the 1998 FX and Currency Option Definitions as published by International Swaps and Derivatives Association, Inc., the Emerging Market Traders Association and The Foreign Exchange Committee (the '1998 Definitions", and together with the 2006 Definitions, the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the 1998 Definitions, the 1998 Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation supplements, forms part of; and is subject, to the ISDA Master Agreement dated as of 22 March 2013, as amended and supplemented from time to time (the "Agreement"), between JPMorgan and the Countemarty. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. WI: 1030229152 GPX1XO00000000000000000HCZ3I9Y00 If JPMorgan is the reporting petty coda applicable U.S. law for this transaction, this transaction has been reported to DTCC Data Repository (U.S.) LLC Reference Slumber. S000046103779 Page I of 5 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 5JP. JPIllorpo Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: lilt Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, Landon, E14 5JP. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, E14 SIP. J.P.Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, El4 M. All authorised and regulated by the Financial Services Authority. EFTA01221286 Fri Aug 16 13:45:36 2013 'J pg:2 of 5 J.P.Morgan 2. The terms of the particular Transaction to which this Confirmation relates are as follows: (a) General Terms: Internal Reference: 46103779 Trade Date: 24 July 2013 Buyer: JPMorgan Seller: Counterparty Currency Option Style: European Currency Option Type: USD Put / NZD Call Call Currency and Call Currency Amount: NZD 10,000,000.00 Put Currency and Put Currency Amount: USD 8,200,000.00 Strike Price: 0.82 USD/NZD Expiration Date: 23 January 2014 Expiration Time: 10:00 New York Tune Settlement Date: 27 January 2014 Premium: USD 82,000.00 Premium Payment Date: 26 July 2013 In Strike Price: 0.845 USD/NZD Out Strike Price: 0.768 USD/NZD 1.If at any time from and including the Trade Date to and including the Expiration Time on the Expiration Date ("Bather Period"), the Spot Rate, as determined by the Calculation Agent by reference to Spot Exchange Rate A, is equal to or greater than the In Strike Price ("Knock In Event"), this Currency Option will be exercisable provided that no Knock Out Event has occurred. (351: 1030229152 OFXFX000000000000000000HC1319T00 If JPMorgan is the reporting party under applicable U.S. law for this transaction, this transaction has been reported to DTCC Data Repository (US.) LLC Reference Nuaaber. 8000046103779 Page 2 of 5 .1-P. Morgan Securides plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 HISiorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wares branch No. BRO00746. Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P.blorgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, Et4 LIE All authorised and regulated by the Financial Services Authority. EFTA01221287 Fri Aug 16 13:45:58 2013 pg:3 of 5 J.P Morgan Spot Exchange Rate A means a foreign exchange rate determined in accordance with the Barrier Event Rate Source A. 2.If at any time from and including the Trade Date to and including the Expiration Time on the Expiration Date, the Spot Rate, as determined by the Calculation Agent by reference to Spot Exchange Rate A, has, been equal to or less than the Out Strike Price this Currency Option will not be exercisable ("Knock Out Event"). Spot Exchange Rate A means a foreign exchange rate determined in accordance with the Barrier Event Rate Source A. Barrier Event Rate Source A: The USD/NZD spot foreign exchange rate, expressed as the number of USD required to purchase one NZD, by reference to Spot Market, as determined by the Calculation Agent acting in good faith and a commercially reasonable manner. "Spot Market" means the global spot foreign exchange market which for these purposes shall be treated as being open continuously from 5.00 AM. Sydney time on a Monday in any week to 5.00 PM New York time on the Friday of that week. 3. Calculation Agent: JPMorgan, acting in good faith and in a commercially reasonable manner, and whose determinations and calculations will be binding in the absence of manifest error. 4. Offices: The Office of JPMorgan for this Transaction is LONDON. The Office of the Counterparty for this Transaction is ST THOMAS. 5. Office and Address for notices in connection with this Transaction JPMorgan JPMorgan Chase Bank, N.A., LONDON Chaseside WB01-0560 Bournemouth BH7 7DA United Kingdom Direct Lir Facsimile 6. Documents to be delivered. Each party shall deliver to the other, at the lime of its execution of this Confirmation, evidence of the specimen signature and incumbency of each person who is executing the Confirmation on the party's behalf; unless such evidence has previously been supplied in connection with this Agreement and remains true and in effect. USI: 1030229152 GPXFX000000000000000000HCZ3I9Y00 If Winn= is the reporting pony wader applicable U.S. law for this transaction, this mnsacion has been reported to DTCC Data Repast:coy (U.S.) LLC Reference Number: 8000046103779 Page 3 of 5 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, El4 5JP. JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, London, Eld Sr. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Whar4 London, Ell UP. J.P. Morgan Europe limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, EIS MP. All authorised and regulated by the Financial Services Authority. EFTA01221288 Fri Aug 16 13:46:29 2013 'J pg:4 of 5 J.P.Morgan 7. Representations and Warranties: Absent a written agreement to the contrary, each party represents and warrants to the other party that (i) it is not relying on any advice (whether written or oral) of the other party regarding this TrantIrtion; (ii) it has the capacity to evaluate (internally or through independent professional advice) this Transaction and has made its own decision to enter into this Transaction; (iii) it understands the terms, conditions and risks of this Transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks; and (iv) the other party (1) is not acting as a fiduciary or financial, investment or commodity trading advisor for it, (2) has not given to it (directly or indirectly through any other person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, financial, accounting or otherwise) of this Transaction or any documentation related thereto, and (3) has not committed to unwind this Transaction. USI: 1030229152 GPXFXO00000000000000000HCZ3I9Y00 If JPMargur is the reporting parry tmda applicable U.S. law for this transaction, this transaction has been reported to DTCC Data Repository (US.) LLC Reference Number 8000046103779 Page 4 of 5 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 SIP. 3PMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Walt* branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 51P. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, Loudon, E14 5JP.J.P.Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, EU 5JP. All authorised and regulated by the Financial Services Authority. EFTA01221289 Fri Aug 16 13:46:50 2013 'J pg:5 of 5 I Morgan This Confirmation supersedes and replaces any other confirmation (including any other written confirmation, SWIFT MT305 or phone/oral confirmation) issued by JPMorgan in connection with this 'Thansaction on or prior to the date hereof. 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 the above address. Yours faithfully, JPMORGAN CHASE BANK, N.A. Name: Philip D Glackin Title: Managing Director Accepted and confirmed as of the date first written SOUTHERN TRUST COMPANY, INC Name: Title: Your Reference Number: US1: 10302291.52 GPXPX00000000000000000011a3l9Y00 If WMorgan is the reporting party wider applicable U.S. law for this transattion, this transacion has been mated to DTCC Data Repository (u.s.)LLC Reference Number 8000946103779 Page 5 of 5 J.P. Morgan Securides plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 Sit JPMorp n Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, Lando°, E14 5JP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, El4 5JP. All authorised and regulated by the Financial Services Authority. EFTA01221290 1 •ri Aug 16 13:48:38 2013 'J pg: 1 of 4 J.P.Morgan JPMorgan Chase Bank, N.A. Chaseside WB01-0560 Bournemouth BH7 7DA United Kingdom Direct Line: Facsimile: Switchboard: 44 1202 322000 SOUTHERN TRUST COMPANY; LNC Facsimile: 001 6 August 2013 Reference Number: 8000049413559 Single Barrier Currency Option Transaction The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, N.A., ("JPMorgan") and SOUTHERN TRUST COMPANY, INC, (the "Counteiparty") on the Trade Date specified below. The definitions and provisions contained in the 1998 FX and Currency Option Definitions, as amended by the 2005 Barrier Option Supplement (as published by the International Swaps and Derivatives Association, Inc.; EMTA, Inc.; and the Foreign Exchange Committee) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, This Confirmation will govern. 1. This Confirmation supplements, fonts part of, and is subject, to the ISDA Master Agreement dated as of 22 March 2013, as amended and supplemented from time to time (the "Agreement"). between JPMorgan and the Counterparty. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. USI: 1030229152 GPXFX000000000000000000HCZ305E00 If iPMorgan is the reporting party under applicable U.S. law for this transaction, this transaction has been reported to DTCC Data Repository (U.S.) I.I.0 Reference Number. 8000049413559 Page 1 of 4 J.P. Morgan Securities pk.Registered in England & Waits No. 2711006. Registered ocrKe 25 Bank Street, Canary Wharf,London,El4 JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Alain Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf,London, E14 5JP.J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, E14 UP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937.Registered Office 25 Bank Street, Canary Wharf, London, El4 SR. All authorised and regulated by the Financial Services Authority. EFTA01221291 Fri Aug 16 13:49:03 2013 '3 pg:2 of 4 IPMorgan 2. The terms of the particular Transaction to which this Confirmation relates are as follows: (a) General Terms: Internal Reference: 49413559 Trade Date: 6 August 2013 Buyer: JPMorgan Seller: Counterparty Currency Option Style: European Currency Option Type: USD Put / NZD Call Put Currency and Put Currency Amount: USD 1,600,000.00 Call Currency and Call Currency Amount: NZD 2,000,000.00 Strike Price: 0.8 USD/NZD Expiration Date: 6 February 2014 Expiration Time: 10:00 New York time Settlement Date: 10 February 2014 Premium: USD 15,280.00 Premium Payment Date: 8 August 2013 (b) Other terms and conditions: Bather Event: Applicable Event Type: Knock-Out Spot Exchange Rate Direction: Less than or equal to the Barrier Level USE 1030229152 GFXFX000000000000000000HC7-305E00 If JPMorgan is the reportmg party under applicable U.S. law for this transaction, this transaction has been reported to MCC Data Repository (US.) LLC Reference Number. 8000049413559 Page 2 of 4 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 5Th. JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, London, Eta 5Th. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Whar4 London, ELI 5JP. J.P.Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, E14 SIP. All authorised and regulated by the Financial Services Authority. EFTA01221292 Fri Aug 16 13:49:22 2013 pg:3 of 4 J.P.Morgan Barrier Level: 0.77 USD/NZD Event Period Start Date and Time: Trade Date at the time of execution hereof Event Period End Date and Time: Expiration Date at the Expiration Time 3. Calculation Agent: JPMorgan, acting in good faith and in a commercially reasonable manner, and whose determinations and calculations will be binding in the absence of manifest error. 4. Offices: The Office of JPMorgan for this Transaction is LONDON. The Office of the Counterparty for this Transaction is ST THOMAS. 5. Office and Address for notices in connection with this Transaction JPMorgan : JPMorgan Chase Bank, N.A., LONDON Chaceside WB01 -0560 Bournemouth BH7 7DA United Direct Lin Facsimile: 6. Documents to be delivered. Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the specimen signature and incumbency of each person who is executing the Confirmation on the party's behalf, unless such evidence has previously been supplied in connection with this Agreement and remains true and in effect. 7. Representations and Warranties: Absent a written agreement to the contrary, each party represents and warrants to the other party that (i) it is not relying on any advice (whether written or oral) of the other party regarding this Transaction; (ii) it has the capacity to evaluate (internally or through independent professional advice) this Transaction and has made its own decision to enter into this Transaction; (iii) it understands the terms, conditions and risks of this Transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks; and (iv) the other party (1) is not acting as a fiduciary or financial, investment or commodity trading advisor for it, (2) has not given to it (directly or indirectly through any other person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, financial, accounting or otherwise) of this Transaction or any documentation related thereto, and (3) has not committed to unwind this Transaction. USL 1030229152 GPXFXO00000000000000000HC7-3O5E00 If WMcegan is the repornag party under applicable U.S. law for this transaction, this transaction his been reported to DTCC Data Repository (U.S.)LLC Reference Number: 8000049413559 Page 3 of 4 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank St reel, Canary Wharf, London, E14 511. JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Orrice: 1111 Polaris Parkway, Coln mhos, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, London,E14 5JP. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, EU 5.11). All authorised and regulated by the Financial Services Authority. EFTA01221293 Fri Aug 16 13:49:54 2013 'J pg:4 of 4 J.P.Morgan This Confirmation supersedes and replaces any other confirmation (including any other written confirmation, SWEET MT305 or phondoral confirmation) issued by JPMorgan in connection with this Transaction on or prior to the date hereof. 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 the above address. Yours faithfully, JPMORGAN CHASE BANK, N.A. Name: Philip D Glackin Title: Managing Director Accepted and confirmed as of the date first written SOUTHERN TRUST COMPANY, INC Name: Title: Your Reference Number: USE 1030229152 GFX.r.0000000000000000000HCZ305800 If HIMorgan is the reporting party under applicable U.S. law for this transaction, this transaction has been reported to MCC Data Repositay (US.)LLC Reference Number. 8000049413559 Page 4 of 4 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, 214 SPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, Landon, E14 5JP. J.P. Morgan limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, 214 Sit All authorised and regulated by the Financial Services Authority. EFTA01221294 -ri Aug 16 13:51:32 2013 '3 pg:1 of 5 J.P.Morgan JPMorgan Chase Bank, N.A. Chaseside WB01-0560 Bournemouth BH7 7DA United Kingdom Direct Line: 44 1202 322555 Facsimile: 44 1202 325163 Switchboard: 44 1202 322000 SOUTHERN TRUST COMPANY, INC Facsimile: 001 7 August 2013 Reference Number: 8000052049879 Knock-In/Knock-Out Currency Option Transaction The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, N.A., ("JPMorgan") and SOUTHERN TRUST COMPANY, INC, (the "Counterparty") on the Trade Date specified below. The definitions and provisions contained in the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., (the "2006 Definitions") and in the 1998 FX and Currency Option Definitions as published by International Swaps and Derivatives Association, Inc., the Emerging Market Traders Association and The Foreign Exchange Committee (the "1998 Definitions", and together with the 2006 Definitions, the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the 1998 Definitions, the 1998 Definitions will govern. In the event of any inconsistency between either set of Definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation supplements, forms part of; and is subject, to the ISDA Master Agreement dated as of 22 March 2013, as amended and supplemented from time to time (the "Agreement"), between JPMorgan and the Counterparty. All provisions contained in the Agreement shall govern this Continuation except as expressly modified below. USI: 1030229152 GPXFXO00000000000000000HCZ3OR606 If WMorgen is the reporting party undo applicable US. law for this transaction, this transaction has bun reported m DTCC Data Repository (US.)LLC Reference Number 8000052049879 Page I of 5 J.P. Morgan Securities plc. Registered In England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, EI4 5JP. JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR00 074 6. Registered Branch Office 25 Bank Street, Canary Wharf, London, ELI 5JP. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf; London, E14 5J P. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, E14 5.7P. All authorised and regulated by the Financial Services Authority. EFTA01221295 Fri Aug 16 13:52:00 2013 'J pg:2 of 5 J.P.Morgan. 2. The terms of the particular Tranaction to which this Confumation relates are as follows: (a) General Terms: Entemal Reference: 52049879 Trade Date: 7 August 2013 Buyer: WMorgan Seiler: Countaparty Currency Option Style: European Currency Option Type: USD Put I GBP Call Call Currency and Call Currency Amount: GBP 5,000,000.00 Put Currency and Put Currency Amount: USD 7,850,000.00 Strike Price: 1.57 USD/GBP Expiration Date: 6 February 2014 Expiration Time: 10:00 New York Time Settlement Date: 10 February 2014 Premium: USD 49,847.50 Premium Payment Date: 9 August 2013 In Strike Price: 1.585 USD/GBP Out Strike Price: 1.53 USD/GBP 1.(f at any time from and including the Trade Date to and including the Expiration lime an the Expiration Date ("Barrier Period"), the Spot Rate, as deterrained by the Calculation Agent by reference to Spot Exchange Rate A, is equal to or greater titan the In Strike Price ("Knock In Event"), this Cunency Option will be exercisable provided that no Knock Out Event has occurred. USI: 1030229152 OFXPX000000000000000000HCZ301/606 1f JPMorgan is the reportmg party tmder appLicable U.S. lav for this tranaction, mis transackon las Ixen reported to DTCC Dem Repository (US.) LLC Reterence Namber. 8000052049879 Page 2 of 5 J.P. Morgan Securitiesplc.Repstered in England & Wales Ne. 2711006. Registered Office 25 BankStreet, Canary Wharf,Lo ndon, Eia 5JP. JFfitorgan Chase Bank, Natiena/ Association. Organised under the lam of USA With halled fiability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a brauch in England & Wales brauch No. BR000746. Registered Brasch Office 25 Bank Street, Canary Wbarf, London, E14 5JP.J.P. Morgan Lindled. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, E14 SIE All authorised and regulated by the Pinancial Services Authority. EFTA01221296 Fri Aug 16 13:52:22 2013 'J pg:3 of 5 J.P.Morgan Spot Exchange Rate A means a foreign exchange rate determined in accordance with the Barrier Event Rate Source A. 2.If at any time from and including the Trade Date to and including the Expiration Time on the Expiration Date, the Spot Rate, as determined by the Calculation Agent by reference to Spot Exchange Rate A, has, been equal to or less than the Out Strike Price this Currency Option will not be exercisable ("Knock Out Event"). Spot Exchange Rate A means a foreign exchange rate determined in accordance with the Bather Event Rate Source A. Barrier Event Rate Source A: The USD/GBP spot foreign exchange rate, expressed as the number of USD required to purchase one GBP, by reference to Spot Market, as determined by the Calculation Agent acting in good faith and a commercially reasonable manner. "Spot Market" means the global spot foreign exchange market which for these purposes shall be treated as being open continuously from 5.00 AM. Sydney time on a Monday in any week to 5.00 PM New York time on the Friday of that week. 3. Calculation Agent: JPMorgan, acting in good faith and in a commercially reasonable manner, and whose determinations and calculations will be binding in the absence of manifest error. 4. Offices: The Office of JPMorgan for this Transaction is LONDON. The Office of the Counterparty for this Transaction is ST THOMAS. 5. Office and Address for notices in connection with this Transaction JPMorgan : JPMorgan Chase Bank, N.A., LONDON Chaseside WB01-0560 Bournemouth BH7 7DA United Kingdom Direct Lin Facsimile 6. Documents to be delivered. Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the specimen signature and incumbency of each person who is executing the Confirmation on the party's behalf, unless such evidence has previously been supplied in connection with this Agreement and remains true and in effect. USI 1030229152 GPXFXO00000000000000000HCZ3OR606 If WMorgan is the reporting party under applicable U.S. law for this transaction, this transaction has been reported to D7C-C Data Repository (11S.)LLC Reference Number. 8000052049879 Page 3 of 5 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: Lill Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, Loudon, E14 SIP. J.P. Morgan Limited. Registered in England & Wales No.248609. Registered Office 25 Bank Street, Canary Wharf, London, El4 SJP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, E14 SIP. All authorised and regulated by the Financial Services Authority. EFTA01221297 Fri Aug 16 13:52:53 2013 'J pg:4 of 5 J.P.Morgan 7. Representations and Warranties: Absent a written agreement to the contrary, each party represents and warrants to the other party that (i) it is not relying on any advice (whether written or oral) of the other party regarding this Transaction; (ii) it has the capacity to evaluate (internally or through independent professional advice) this Transaction and has made its own decision to enter into this Transaction; (iii) it understands the terms, conditions and risks of this Transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks; and (iv) the other party (1) is not acting as a fiduciary or financial, investment or commodity trading advisor for it, (2) has not given to it (directly or indirectly through any other person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, financial, accounting or otherwise) of this Transaction or any documentation related thereto, and (3) has not committed to unwind this Transaction. USI: 1030229152 GFXFXO00000000000000000HCZ3OR606 If WMorgan is the reporting party under applicable U.S. law for this transaction, ibis transaction has ban reported to DTCC Data Reposi:ory (US.) LLC Reference Number. 8000052049879 Page 4 of 5 J.P. Morgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf,London,E14 5JP. JPMorgan Chase Bank, National Association. Organised under the laws of USA with limited liability. Main Office: 1111 Polaris Parkway, Columbus, Ohio 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, London, E14 5JP. J.P. Morgan Limited. Registered in England & Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London, El4 SJP. J.P. Morgan Europe Limited. Registered in England & Wales No. 938937. Registered Office 25 Bank Street, Canary Wharf, London, Eld 5JP. All authorised and regulated by the Financial Services Authority. EFTA01221298 Fri Aug 16 13:53:14 2013 'J pg:5 of 5 J.P.Morgan This Confirmation supersedes and replaces any other confirmation (including any other written confirmation, SWIFT MT305 or phone/oral confirmation) issued by WMorgan in connection with this Transaction on or prior to the date hereof. 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 the above address. Yours faithfully, JPMORGAN CHASE BANK, N.A. Name: Philip D Glackin Title: Managing Director Accepted and confirmed as of the date first written SOUTHERN TRUST COMPANY, INC Name: Title: Your Reference Number: USI: 1030229152 GP7CFXO00000000000000000HCZ.3OR606 If WMorgan is the morons party under applicable U.S. law for this transaction, this transaction has been reported to DTCC Data Repository (U S.) LLC Reference Number. 8000052049879 Page 5 of 5 J.P.hlorgan Securities plc. Registered in England & Wales No. 2711006. Registered Office 25 Bank Street, Canary Wharf, London, E14 MP. allergen Close Bank, National Association. Organised under the laws of USA with limited liability. Main Office: Lill Polaris Parkway, Columbus, Obi* 43240 USA. Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 25 Bank Street, Canary Wharf, Landon, El4 5JP. J.P. Morgan Limited. Registered in England S. Wales No. 248609. Registered Office 25 Bank Street, Canary Wharf, London. E14 MP. J.P. Morgan Europe Limited. Registered in England S. Wales No. 938937. Registered Office 23 Bank Street, Canary Wharf, London, Eld 5JP. All authorised and regulated by the Financial Services Authority. EFTA01221299 I - ri Aug 9 14:34:43 2013 '3