EFTA01423300.pdf

EFTA01423300 EFTA01423301 TO: 91096423/8711228 IBMaylB 0328 EST FROM: DEUTSCHE BANK AG PAGE 001 Deutsche Bank AG, London Branch 16 May, 2018 Currency Option Transaction Our ref: 1603998244-2 DB USI: 10302106780112000000000000000001603998244P DB UTI: 10302106780112000000000000000001603998244P Trade Repository: DTCC PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC Deutsche Bank AG, London Branch FX Options Operations Winchester House 1, Great Winchester Street London. EC2N 2DB 1 SOUTH STREET BALTIMORE 21202,MARYLAND,UNITED STATES +1 4435414739 Telex: 94015555 Swift: DEUT GB2L Direct Line Direct Fax: 6338/6366 Dear Sirs, This amended and restated Confirmation replaces our previous Confirmation with Reference 1603998244-1. The purpose of this letter agreement is to confirm the terms and conditions of the Currency Option entered into between us 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"). 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 an ISDA Master Agreement (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 EFTA01423302 Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the 2002 ISDA Master Agreement (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, and c) each party gives the Payer Representation set out in Part 2(a)(i) of the pro-forma Schedule to the ISDA Form; and (ii) incorporating any other modifications to the ISDA Form specified below. Chairman of the Supervisory Board Paul Achleitner Management Board John Cryan Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal (Chairman), Kimberly Hammonds, Stuart Lewis, Sylvie Matherat, Garth Ritchie, Karl von Republic of Germany, Local Court of Frankfurt am Mam, HRBNo 30 000, Branch Registration Rohr, Marcus Schenck, Christian Sewing, Werner Steinmuller, Jefrey Unwin in England and Wales BRO00005 and Registered Address Winchester House, 1 Great Deutsche Bank AG is authorised under German Banking Law (competent authority Winchester Street, London EC2N 2DB Deutsche Bank AG, London Branch is a member of European Central Bank and the BaFin, Germany's Federal Financial Supervisory the London Stock Exchange (Details about the extent of our authorisation and regulation in Authority) and, m the United Kingdom, by the Prudential Regulation Authority It IS subject the United Kingdom are available to supervision by the European Central Bank and by the BaFin, and is subject to limited www db com/en/content/eu_disclosures htm) regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority from request on or Page 1 of 3 TO: 91096423/8711228 IBMaylB 0329 EST FROM: DEUTSCHE BANK AG PAGE 002 The terms of the Transaction to which this Confirmation relates are as EFTA01423303 follows: 1. General Terms: Trade Date: Buyer: Seller: 15 May 2018 Party B Party A European EUR Put/USD Call Currency Option Style: Currency Option Type: Put Currency and Put Currency Amount: EUR 10,000,000.00 Call Currency and Call Currency Amount: USD 11,500,000.00 14 June 2018 Expiration Date: Expiration Time: Settlement Date: 10:00 hours (Local time in New York) 18 June 2018 USD 1.150000 per EUR 1.00 USD 11,750.00 Party B 17 May 2018 Deutsche Bank Trust Co Americas, New York Swift Code: BKTRUS33XXX Acc: No.: 04-411 -739 021001033 ABA 0103 CHI PS ID 096804 Strike Price: Premium: Premium payable by: Premium Payment Date: Premium Payment Instructions: 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 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 investment advice or a recommendation to enter into the Transaction. No EFTA01423304 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. Deutsche Bank Disclosure: Party A has addressed a disclosure statement and terms to customers of its foreign exchange business, which is available at the following website: https://www.db.com/en/content/Foreign-Exchange- Disclosures.htm 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. Chairman of the Supervisory Board Paul Achleitner Management Board John Cryan (Chairman), Kimberly Hammonds, Stuart Lewis, Sylvie Matherat, Garth Ritchie, Karl von Rohr, Marcus Schenck, Christian Sewing, Werner Steinmuller, Jefrey Unwin Deutsche Bank AG is authorised under German Banking Law (competent authority European Central Bank and the BaFin, Germany's Federal Financial Supervisory Authority) and, in the United Kingdom, by the Prudential Regulation Authority It is subject to supervision by the European Central Bank and by the BaFin, and is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Mam, HRBNo 30 000, Branch Registration m England and Wales BRO00005 and Registered Address Winchester House, 1 Great Winchester Street, London EC2N 2DB Deutsche Bank AG, London Branch is a member of the London Stock Exchange (Details about the extent of our authorisation and regulation in from the United Kingdom WWW db com/en/content/eu_disclosures htm) available EFTA01423305 request are on or Page 2 of 3 TO: 91096423/8711228 IBMaylB 0330 EST FROM: DEUTSCHE BANK AG PAGE 003 Yours faithfully, for and on behalf of Deutsche Bank AG, London Branch Name: Apama- 1Shmrstava Title: Authorised Signatory Confirmed as of the date first above written: I iLie. AULiiui i&eu oiyiicJLUi y PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC By: By: Name: Authorised Signatory Name: Authorised Signatory relating to this Confirmation, please contact us on you agree with the details of this confirmation, please sign and return to fax number Chairman of the Supervisory Board Paul Achleitner Management Board John Cryan (Chairman), Kimberly Hammonds, Stuart Lewis, Sylvie Matherat, Garth Ritchie, Karl von Rohr, Marcus Schenck, Christian Sewing, Werner Steinmuller, Jefrey Unwin Deutsche Bank AG is authorised under German Banking Law (competent authority European Central Bank and the BaFin, Germany's Federal Financial Supervisory Authority) and, in the United Kingdom, by the Prudential Regulation Authority It is subject to supervision by the European Central Bank and by the BaFin, and is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany, Local Court of Frankfurt am Mam, HRBNo 30 000, Branch Registration m England and Wales BRO00005 and Registered Address Winchester House, 1 Great Winchester Street, London EC2N 2DB Deutsche Bank AG, London Branch is a member of the London Stock Exchange (Details about the extent of our authorisation and regulation in available EFTA01423306 the United Kingdom WWW db com/en/content/eu disclosures htm) from request are on or Page 3 of 3 EFTA01423307