EFTA01435843.pdf

EFTA01435843 EFTA01435844 EFTA01435845 Deutsche Bank Deutsche Bank AG New York 60 Wall Street New York. NY 10005 Date: January 17, 2018 To: Southern Financial, LLC Swaps Documentation Department Attention: Our Reference: Global No. D814527N UTI / USI: 1030210678010100000000000000000020D814527N interest Rate Swap Transaction Re: Ladies and Gentlemen: The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Deutsche Bank AG fOBAG") and Southern Financial, LLC ("Counterparty") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Agreement specified below. The definitions and provisions contained in the 2006 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc. are incorporated by reference herein. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. For the purpose of this Confirmation, all references in the Definitions or the Agreement to a "Swap Transaction" shall be deemed to be references to this Transaction. 1. This Confirmation supplements, forms part of, and is subject to. the ISDA Master Agreement dated as of October 28, 2013, (as the same may be amended or supplemented from time to time, the "Agreement"), between DBAG and Counterparty. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below. 2. The terms of the particular Transaction to which this Confirmation relates are as follows:- Chaitman of Die Supervisory Board: Paul Acnieltner. Management Board: John Cryan {Chairman}. Marcts Schenck. Christian Seveng, Kimberly Hammonds, Stuart Lems, Sylvie Malherat, James von Mollke. Mcolas Moreau, Garth Ritchie, Karl von Rohr, Weiner Steinm011er, Frank StrauB EFTA01435846 Personnel who offer deposit product or senrice. lending products and/or derivative products for die Deutsche Bank AG New York Branch or Deutsche Bank Trust Company Americas may act as officers of the Deutsche Bank AG International Administrative Oflice. However, the approval to agree to the lenrs of this transaction has been provided by an aulhortzed ofllcer of the Deutsche Bank legal amity that Is a party to this transaction. Deutsche Bank Aktiengesellschaft domiciled In Frankfuil am Main; Local Court of Frankfurt am Main, HRB No 30 000: VAT 10 No DE114103379; www.db.com USD 12,800,000.00 Notional Amount: January 12, 2018 Trade Date; January 16, 2018 Effective Date: Termination Date: January 16. 2020, subject to adjustment in accordance with the Modified Following Business Day Convention. Fixed Amounts: Counterparty Fixed Rate Payer: Fixed Rate Payer Payment Dates: The 16'^ of each July and January of each year, commencing July 16, 2018 through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. 2.2150% Fixed Rate: Fixed Rate Day Count Fraction: 30/360 Floating Amounts: Floating Rate Payer: Floating Rate Payer Payment Dates: DBAG The 16"^ of each Aprii, July, October and January of each year, commencing April 16, 2018 through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate for initial Calculation/Compounding Period: 1.72152% USD-LIBOR-BBA Floating Rate Option: Designated Maturity: 3 montfi EFTA01435847 Spread; None Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first Business Day in each Calculation Period or Compounding Period, if Compounding is applicable Compounding: Inapplicable Business Days: New York and London 2 D814527N 3. Account Details: Standard Settlement Instructions. Account Details for DBAG: Account Details for Counterparty: Standard Settlement Instructions. 4. Offices: The Office of DBAG for this Transaction is New York. 5. Calculation Agent: The party specified as suc^ in the Agreement, or if not specified therein, DBAG. 6. Representations Counterparty, if it is a nonresident alien individual, foreign corporation, foreign partnership, foreign trust, or foreign estate, represents that it 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):- (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 this Transaction is appropriate or proper for it based upon its own judgment 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 EFTA01435848 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. (iil) Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it in respect of this Transaction. 3 D814527N 7. Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile to: Attention: Derivative Documentation Telephone: Facsimile: E-mail: This message wi e e on y orm of Confirmation dispatched by us. If you wish to exchange hard copy forms of this Confirmation, please contact us. Yours sincerely. Deutsche Bank AG By: Name; Girish S Alur Authorized Signatory Name: K Anan^ianarayanan Authorized Signatory By: By: Name: Authorized Signatoiy Name; Authorized Sigcatoiy Confirmeefas of the date first vyntten above: Southern Financial, LLC By: Name: J Title: 4 D814527N EFTA01435849