EFTA01190693.pdf

TO: 02Sep14 1350 EST FROM: DEUTSCHE BANK AG PAGE 001 Deutsche Bank AG, London Branch 2 September, 2014 Currency Option Transaction Our ref: 843,18615 3-1 Reporting jurisdiction(s): ESMA Our LAI 10302106780112000000000000000000843486153R Your UTI: P IVAT I NT SERVICES P/VM ALEX BROWN AC SOUTHERN FINANCIAL LW Deutsche Bank AG. London Branch FX Options Operations BALTIMO E 12U2.MARYL AND.UNIT ED STATES Winchester House London EC2N 205 Telex JT Dear Sirs, The purpose d this letter agreement is to confirm the terms and conditions d the Currency Option entered into between us Deutsch: Bank AG, London Branch (Party A') and PRIVATE CUENT SERVICES PWM 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 Definitions') as published by the International Swaps and Derivatives Association, Inc.. the Emerging Markets Traders Association and The Foreign Exchange Committee are incorporated into this Confirmation. In the event of any inconsistency between the FX Definitions and this Confirmation, this Confirmation %mil prevail If you and we are parties to either an ISDA Interest Rate and Currency Exchange Agreement (for which purposes this Transaction shall constitute a `Swap Transaction') or an ISDA Master Agreement (in each case an `Agreement) then 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 between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. In addition Party A and Party 6 agree to use all reasonable effects promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Mutcurrency - 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, tam part ci, 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 Contmetion together with all other documents referring to the ISDA Form (each a "Confirmation') confirming transactions (each a 'Transaction') entered into between us (notinithstandng anything to the contrary in a Confirrisstion) 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 0) specifying only that (a) the governing law is English law and (b) the Termination Currency is U.S. Dollars, (ii) incorporating the addition to the definition of the indemnifiable Tax' contained in (page 48 cf) the ISDA "Users Guide to the 1992 ISDA Master Agreements' and (ii) incorporating any other modifications to the ISDA Form specified below. The terms of the Transaction to which this Confirmation relates are as follows Deutsche Bank AG is authorised under German Banking Law (=rodent authority Sarin - ceders Financial Supervisrig Authority) and regulated by the Fmancial Services Authonty for the conduct of UK business. a member the tauten Stock Exchange. Deutsche Bark AG is a mini stock corporation Imrtedkability incorporated an the Federal Republic of Gennarer HRB Ho. 30 000 Distrd Cart of Frankfurt am main Branch Registration in England and Wales BR000005: Registered address Wnchester House 1 Great Winchester Street. London EC2N 20B (10107) Deutsche Bank Group cfrine EFTA01190693 TO: 02Sep14 1352 EST FROM: DEUTSCHE BANK AG PAGE 002 1. General Terms: Trade Date. 02 Septentec 2014 Buyer. Party A Seller: Party B Currency Option Style: European Currency Option Type: EUR PutrUSD Can Put Currency and Put Currency Amount EUR 10,030,000.00 Call Currency and Cal Currency Amount USD 13,450,000.00 Expirabon Date: GS September 2014 Expiation Time. 10 00 hours (Local time in New York) Setgernent Date. 10 September 2014 Strike Price: USD 1.34500 per EUR 1.00 Premium: USD 320.030.00 Premium payable by: Party A Premium Payment Date: 04 September 2014 Premium Payment Instructions: To be advised 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 affirmathe obligations to the contrary for this Transaction) Non-Reliance. It is acting for its own account and t has made its overt independent decisions to enter into this Transaction and as to whether the Transaction b appropriate a 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 the Transaction shall not be considered to be investment advice a 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 emected results of this Transaction. (ii) Assessment and Understanding. It is capable of assessing the meths of and understanding (on its own behalf a 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. (in Status of Parties The other party is not acting as a fiduciary for a adviser to it in respect of the Transaction. 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 retumng it to us or by sending to us a letter or facsimile substantially similar to this letter. 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 FWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By. Name: Name: Authorised Signatory Authorised Signatory For any query relating to this Confirmation, please contact us on 001 201-593-3700 If you agree with the details of this confirmation, please sign and return to fax minter 001 201-5934671 This Is a computer generated confirrnabbn and does not require a Deutsche Bank AG authorised signature. Deutsche Bank AG is authorised under German Banking Law (competent airthonty Berm - Federal Financial Supervismg Authority) and regulated by the Fmanael Services Authenty for Inc coodud of UK business. a member the London Stock Exchange. Deutsche Noe AG is a min: stock caperaricn uin tinted kability incorporated an the Federal Republic of Germany HR8 Ho. 30 000 Distrd Court of Frankfurt am Main: Branch Registration in England and Wales BR000005: Registered address Winchester House 1 Great Winchester Sisset. London ECM 206. (10107) Deutsche Bank Group aline EFTA01190694 TO: 02Sep14 1353 EST FROM: DEUTSCHE BANK AG PAGE 003 Deutsche Bank AG is authaised undo' German Banking Law (competent al:Monty BaAn - federal Financial Supervileng Authorial) and regulated by the Frenaei Soviets Authonty for the candid of UK business. a member the London Stock Exchange. Deutsche Berk AG is a joint stock corporation with laded fabtiy incorpaated an the Federal Republic of Germany HR8 No. 30 000 Distrct Cart of Frankfurt am Main: Branch Registration In England and Wales BR000005: Registered address Winchester House I Great Winchester Street. Landon EC2N 20B. (10107) Deutsche Bank Group online EFTA01190695