EFTA00681077.pdf

TO: 80810577/5192764 03Nov15 0528 EST FROM: DEUTSCHE BANK AG PAGE 001 Deutsche Bank AG, London Branch Cross-Currency Non-Deliverable Forward FX Transaction Our ref 1110119325-1 PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL LLC 1 SOUTH STREET BALTIMORE 21202,MARYLAND.UNITED STATES *1 4435414739 Dear Sirs, 3 November, 2015 Deutsche BankAG. London Branch FX Cools Operations Winchester House 1. Great Winchester Street London. EC2N2D3 Salt DEUT Gla2L Direct isle: 444 207 541 1709 Direct Fax +44 207 545 6338.46366 The purpose of this letter agreement is to confirm the terms and conditions of the Non-Deliwira tie FX Transaction entered inb between us Deutsche Bank AG, London Branch ("Party A") and PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN FINANCIAL. LLC (Tarty B") on the Trade Date referred to below (the 'Transaction") The definitions and provisions contained in the 1938 FX and Currency Option Definitions (as published by the Intematiorel Swaps and Derivatives Association, Inc., the Emerging Markets Traders Associaton and The Foreign Exchange Committee) are incorporated into the Confirmaton In the event of any inconsistency between those defkubore and prowsons and this Confirmation, this Confimiabon )All govern If you and we are parties to erther an ISDA Interest Rate and Currency Exchange Agreement (for when purposes the 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 Agreemert then this Confirmation evidences a compete and binding agreement between Party A and Party B as to the terms of the Transaction to wind) the Confirmation rebates 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 (Mullicurrency - Cross Border) (the "ISDA Form') with such modificatere as sou and we will in good faith agree. Upon execution by Party A and Party B of such an agreement this Confirmation wil supplement form part of, and be subject to that agreement All provisions contained a incorporated by reference in that agreement upon as 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 Wspecitfing only that (a) the governing taw is English taw and (b) the Tenninaton Currency is U S Dollars, fin incorporating the addition to the definnion of the "Indenniflable Tax' contained In (page 48 ot) the ISDA -Users Guide to the 1992 ISDA Master Agreements' and (II) incorporating any other modifications to the ISDA Form speeded below. This confirmation supersedes and replaces any other confirmallonfincbding a Swift MT300), If any, sent or exchanged the relation to this transaction. The terms of the Transaction to which this Confirmation relates are as bliows: 1. General Terms: Deutsche Dark AG is auesorised under Getman Darling law (competent authority -Berm Federal Fnandal Super/a:mg Authority). Deutsche Bank AG London Branch is fait*, autholsed by the Prudential Pt/Nation Authaity and '5 %Ant to limited legJation by the Fnanc d Conduct Authority and Pralastkal Rewlation Autherly for the candid of UK business. Deutsche Bank AG le a joist slop orprelim yeah l'rnIted Iud5ty incofpomted 'n the Federal Republic of Germany HRB No. 300(.0 Ustrict Court of Fra ntfurtam Main; Dm rch Registration in Enajand and Wales BRIM:100[G: Registered address: W;nCheSter House. 1 Great V/ nc nester street, ondon WIN 201). (10107) Paw I of 4 EFTA00681077 TO: 80810577/51 92764 03Nov15 0529 EST FROM: DEUTSCHE BANK AG PAGE 002 Trade Date: Reference Currency. Reference Currency Notional Amount Notional Amount Forward Raw Reference Currency Buyer Reference Currency Seller Setllement Currency. Settlement Date: Settlement Settlement Rate Option. Reference Currency Settlement Rate Option: Settlement CurrencySettlement Rate Opton: Valuation Date: 30 October 2015 KRW KRW 11,540,400,000 JPY 1,200,000,000 KRW 9.617000 Per JPY 1.00 Party A Party B JPY 04 August 2016, subject to adjustnent if the Scheduled Valuation Date is adjusted in accordance with the Followng Business Day convention or if Valuation Postponement apples, and in each such case. the Settlement Date shall be as soon as practicable, but n no event later than two Business Days alter the date on which the Spot Rate is determined Non-Delmyrable (Reference Currency Spot Rate) / (Settlem ent Currency Spot Rate) KRWKFTC18 (KR1A02) Means the currency exchange rate (Mich may be determined from relevant cross rates) at the tine at which such rate s to be determined for foregn exchange transactors in the relevant Currency Pair for value on me spot settlement date as published by MI Company on the relevant Reuters Screen at 16.00 hours (Local trne n Loncbn) or. in the event that such rate Is not putt:shed on such page, such alternative currency exchange rate as the Calculation Agent, acting in good faith. selects or determines. 02 August 2016. ("Scheduled Valuation Dale"), subject to adjustment n accordance with the Pmcedng Busthess Day Convention; provided however, that, in the event of an Urecheduled Noliday, sued to adjustnent in accordance with the Following Business DayConvention. 2. Disruption Events and Fallbacks applicable to the Reference Currency Spot Rate: Disruption Events: Price Source Disrupton: Disruption Fallbacks: (i) Valuation Postponement (in Fallback Reference Price (iii) Fallback Survey Valuation Postponement (iv) Calculation Agent Determination of Settlement Rate Applicable. SFEMC KRW Indicative Survey (KRW04) The parties acknowledge that ore or both parties to Ins Transaction actng directly or through a branch or an affiliate may be requested to provide a quotation or quotations from tine to time for the purpose of defer inns the SFEMC KRW Indicative Survey Rate and such quotation may affect, materially or otherw se, the settlement of the Transaction. Deutsche Dark AG is authorised under &thin Darling law (comp:tent authority -Berm Federal Fnandal Super/ilk% Authority). Deutsche Bank AG London Branch is fait* , autholsed by the Prudential Pt/Nation Authaity and 's %Ant to limited legJation by the Fnanc Conduct Authority and Pralcnt'al Retplation /ftherly for the candid of UK buiness. Deutsche Bank AG le a joist Mod( oarprelim yeah l'rnIted Iud5ty ineofpoTated 'n the Federal Pe public of Germany HRB No. 30000 District Court of Fra ndurtam Main; Branch Registration in Enejandard Wales BROCIOOCG: Registeredadd-ma: W;ntheSter House. 1 Great V/ nc nester StreetAondon =NM. (10107) Paw of 4 EFTA00681078 TO: 60810577/5192764 O3Nov15 0530 EST FROM: DEUTSCHE BANK AG PAGE 003 ItInschedubd Holiday shall mean for the purposes of MS Transactlon. that a day is note Bus tress Day and the market was not aware 'Mauch fact (by means of a pudic announcement or by reference to other publidy svelte Die information) until a time later than 9:00 am boat time n the Principal Financial Centre of the Reference Currency two Business Days prior to the Scheduled Valuation Date. In the event the Scheduled Valuation Date becomes s utsect to the Following Business DayConvenbon, and tithe Valuation Date has notoccurred on or before the fourteenth consecutive day after the Scheduled Valuation Data (any such period being a 'Deferral Perio0'), then the next day atter the Deferral Period that would have been a Butanes Day butfor the Unscheduled Holiday. shal be deemed to be the Valuation Date. Valuation Postponement' means for purposes of obtaining a Settlement Rate, that the Spot Rate will be deter bed on the Business Day first succeeding the day on which the Price Source Disrupbon ceases to exist, unless the Price Source Dsrupbon continues to eint(measured from the date Mat but for die occurrence of the Price Source DsriptIon, would have been the Valuation Date) for a consecutive number of calendar days equal to the Maximum Days of Postponement In such event the Spot Rate will be deter lied on the next Business Dayafter the Maximum Days of Postponement in accordance with the nod applicable Disrupt= Faliteck. 'fallback Survey Valuation Postponement means that in the event that the Fallback Reference Price S not available on or before the 3rd Business Da y (or day that would have been a Business Day but for an Unscheduled Holiday) succeeding the end of either (I) Valuation Postponement for Price Source Disruption. (Ii) Deferral Period for Unscheduled Holiday, or (re) Cisnulatee Events, then the Settlement Rate will be detemined r accordance with the neat applicable Disruption Fallback on such day. For the avoidance of doubt, Cumulative Events, it applicable, does not preclude postponement of valuation in accordance with this provisbn. 'Cumulative Events' means except as provided below, in no event shall the total number of consecutive calendar days during which other (i)valuabon S deferred die to an Unseninbled Holiday, or (u) a Valuation Postponements hall occur (or any combination of (i) and Oa exceed 14 consecubve calendar days in the aggregate. Accordingly, (x) if, upon the lapse of any such 14 dayettrod. an Unscheduled Hdiday sha I have occurred or be continuing on the day followng such period that otherwise would have been a Business Day, then such day shall be deemed to be a Valuation Date, and (y) If, upon the lapse of any such 14 day period, a Price Source Deiruption shall have occurred or be continuing on the dayfollowing such paned on which the Spot Rate otherwse would be determined, then Valuation Postporem ents hal not applyand the Spot Rate shall be determined in accordance with the next Disruption Fallback. Maximise Days of Postponement Fourteen (14) calendar days Business Days applicable to the Valuation Date. Seoul Business Days appicable to the Settlement Date Tokyo 3. Calculation Agent: Party A 4. Account Details: Account Details for Party A Deutsche Bank AG, Tokyo Swift Code DEUTJPJT Act. No.. 008515900 Account Details for Party B. To be advised 5. Offices: The Office of Party A for this Transactions Deutsdie Sank AG, London Brandt. The Office of Party B for this Transaction s 1 SOUTH STREET BALTIMORE 21202,WRYLAND,UNITED STATES Deubche Bank AG isauthorised under Getman Ilerkly law (competent sathority Federal Festal Soper/nine Autholityl. Deutsche Balk AG London Branch is further authorised by the Prulenaal Pc sdation Authaity and' soled to limited inaation by the Fnanc is Contact Authaity and Prtstentinl Regal:Ilion Authority for the candid of UK busts. Deutsthe Bank AG is a Wart sloth corporation with lintkocl liabifty inoarpomted 'n the Federal Repubrc of Germany HUNo.300M Mehl Cowl of Frankfurt ant Mein; Bra rah Registration in Enda rot and Wales BRD0000'a; Rogistrod address: Winchester House. 1 Great Winchester Street, London MIN 206.410107) Page 3o10 EFTA00681079 TO: 80810577/5192764 03Nov15 0531 EST FROM: DEUTSCHE BANK AG PAGE 004 8. Representations: Each party represents to Pe other party as of the date that it enters inb 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 ib own independent decisions to enter into this Transaction and as to whether the Transaction e appropnate or proper for it based upon it own judgement and upon acMce from such advsers as it has deemed necessary. It Is not relying on any communicaton (written or oral) of the other party as Investment advice or as a recommendation to enter into this Transaction, rt being understood that information and en:donations related to the terms and conditions of this Transaction shall not be considered to be irnestment actoce or a recommendation to enter inb 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 result of this Transaction. (ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on ib own behalf or through independent professional advice), and understands and accept the terms and conditions and risks of this Transaction It is also capable of ass um tig. and assunes, the risks of the Transaction. (lit) Status of Partks The other party is not acing as a fiduciary for or adviser to din respectof the Transaction. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confinnaton enclosed for that purpose and returnng it to us or by senring to us a letter or facsrn de substantelly similar to ths letter, which letter or fa csinile sets forth he material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Yours faithfully, for and on behalf of Deutsche Bank A4 London Branch 2+,,,,,StAzAnd- By Name: Apama Shrivastava Tee. Authorised Signatory A. V By. Name: Darren Olive Title: Authorised Signatory Confirmed as of the date first above written PRIVATE CLIENT SERVICES PWM ALEX BROWN AC SOUTHERN RNANCIAL LLC By. Name: Authorised Signatory By. Name: Authorised Signatory For anyqueryrelating to this Confirmation, please contact us on +44 (20) 7541 1915 or at If you agree with the details of this confirmation, please sign and return to fax number +44 (20) 7545 6438 Deutsche Sark AG is autnorised under German Darlene taw (comµtent authority -Berm Federal Friend& Super/äng Authority). Deutsche Ben< AG 1.01601 Branch is further autholsed by the Prudential fIntJation ;SAN:tity and s soled to *Tim leg,sark,,, by the rnare d conduct Auguyity and Pradastål Retplat;on Autherly for the candid of UK bushels. Deutsche Dank AG tia »ht sloe( corporation with I'mkol iud5ty inanponated h the Federal Republic of Germany HADNo.300GO Dimbio Court of FrantfurtamMak:Dmrch Registration in Enlord and Wales BROOOD:G: Registered:W*9a: Wnchester House. I Greet V/ nc %ester Street. London tC214208.(1.0107) Paw41.214 EFTA00681080