EFTA Document EFTA01404363

EFTA01404363 EFTA01404364 EFTA01404365 TO: BBJullB 1813 EST FROM: DEUTSCHE BANK AG PAGE 001 IZI Deutsche Bank AG, London Branch 6 July, 2015 Deutsche Bank AG, London Branch FX Options Operations Winchester House London. EC2N 2DB Swift: DEUTGB2L Direct Line: Direct Fax: Dear Sir / Madam, Subject: Deutsche Bank outstanding confirmation - (First Chaser) The following confirmation(s) remain outstanding in our system. Please ensure this matter receives your prompt attention and return the signed confirmations at the earliest opportunity. Kindly ignore confirmation(s) that you may have already confirmed. Regards FX Option Confirmations Deutsche Bank A.G London Branch Email: Deutsche Bank AG is authorised under German Banking Law (ccmpetent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authorityfor 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 Engiand and Wales BR000005: Registered address: Winchester House, , London EC2N 2DB. (10107) Error! Unknown dOCUmGnt proporty namiO.Deutsche Bank Group online: http:/- Avi .w.deutsche-bank.cim TO: BBJullB 1814 EST FROM: DEUTSCHE BANK AG PAGE 002 6 July, 2015 Currency Option Transaction Our ref: PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC 1 SOUTH STREET Dear Sirs, Amended Confirmation Replaces our Previous Reference The purpose of this letter agreement is to confirm the terms and conditions EFTA01404366 of the Currency 0 Deutsche Bank AG, London Branch ("Party A") and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC ("Party B") on the Trade Date referred to below (the "Transaction"). entered into between us 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 will 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 v\e are not yet parties to an Agreement then this Confirmation evidences a complete and binding agreement betvveen 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, (ii) incorporating the addition to the definition of the 'Indemnifiable Tax" contained in (page 48 of) the ISDA "Users Guide 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: Deutsche Bank AG is authorised under German Banking Law (competent authority- BaFin - Federal 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 EFTA01404367 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 Regi • les BRO00005; Registered address: Winchester House, London EC2N 2DB. (10107) Page 2 of 4 TO: BBJullB 1815 EST FROM: DEUTSCHE BANK AG PAGE 003 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: Independent Amount applicable to Party Party A Party B 10:00 hours (Local time in New York) January 2016 To be advised For the purposes of this transaction, USD 1,204,350.00 B 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 this Transaction): (i) 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 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 Transaction shall not be considered to be EFTA01404368 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 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 and conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of the Transaction. (iii) Status of Parties. The other party is not acting as a fiduciary for or adviser to it in respect of this 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 returning 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 PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By: Name: Authorised Signatory Name: Authorised Signatory For an uery relating to this Confirmation, please contact us on If you agree with the details of this confirmation, please sign and return to fax number This is a computer generate and does not require a Deutsche Bank AG authorised signature. Deutsche Bank AG is authorised under German Banking Law (competent authority- BaFin - Federal 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 Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in En land and Wales BRO00005; Registered address: Winchester House, London EC2N 2DB. (10107) Page 3 of 4 TO: BBJullB 1818 EST FROM: DEUTSCHE BANK AG PAGE 004 Deutsche Bank AG is authorised under German Banking Law (competent authority- BaFin - Federal Financial Supervising Authority). Deutsche Bank AG EFTA01404369 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 Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch Registration in England and Wales BRO00005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. (10107) Page 4 of 4 EFTA01404370