EFTA00169772.pdf

AMENDMENT AGREEMENT This AMENDMENT AGREEMENT ("Amendment") is dated as of October 12, 2015 and is made between DEUTSCHE BANK AO ("Party A") and SOUTHERN TRUST COMPANY, INC. ("Party B"). Party A and Party B have entered into an ISDA Master Agreement dated as of October 28, 2013, and the Credit Support Annex ("CSA") to the Schedule thereto (the "Agreement"); The parties agree to amend certain terms and provisions of the Agreement; In consideration of the mutual agreements contained in this Amendment, the parties agree as follows: I. Part 3 of the Schedule to the Agreement is hereby deleted in entirety and replaced as follows: "Part 3. Agreement to Deliver Documents. (a) For the purpose of Section 4(aXi), the deCnMenly to be delivered are: Parts required to deliver Forea/Doeneatf document Certificate Parr, A Party Ii Pam A and Party B A properly executed United States Internal Revenue Service Form W. (or any successor thereto), a United States Interval Revenue Service Fort W.SIMY and withholding statement with attached Form W-9 and a United States Internal Revenue Service Form W. 8BliN (or any successor forms thereto) A property executed United Sates Internal Revenue Service Porn W-9 for any successor thereto) Any forms required by the goveilanonal or tax authorities in the Relevant Jurisdictions to be delivered relating to transactions under this Agreement, including forms required pursuant to section 14711h) or section 14720y l l of the Internal Revenue Code of I OM 01 to any other domestic or international law or intergovernmental agreement which brings Date by ,. herb to be delivered li) Upon execution of this Agreement. (o) promptly upon reasonable demand by Pasty B and lin) promptly upon learning that any such form previously provided by Party A has become obsolete or 'mama (0 Upon execution of this Agreement, Oil promptly upon reasonable demand by Party A and (m) promptly upon learning that any such form previously provided by Party B has become obsolete or incorrect On or before the date such forms arc presented by law to he supplied and Othenaitee at the Ilene or times reasonably requested by the other party, but in no event before the form and content of such forms or other documentation are made known by the IRS or Relevant Jurisdiction ax authority CONFIDENTIAL - PURSUANT TO FED. R CRIM. P. 6(e) ID affla 1205 EFTA_00020075 EFTA00169772 2 such salamis into force in the Relevant Jurisdictions. as amended, and any other documentation reasonably requested by the other party as n relates thereto (b) For the purposes of Section ataXiii, the other documents to be delivered (which will be covered by the representation in Section 3(d) of the Agreement if specified) are as follows: Party required to deliver document Form/Document/ Certificate Dale by whkh to be delivered ('mired by Section 3(d) Representation: Party A and Pans ividence of the authority. incumbency and specimen signature of each person Upon Or prior to the execution and delivery of this Agreement and with Yes Party B Party Party It Party It executing this Agreement or any Confirmation, Credit Support Document or other document emend into in connection with this Agreement on its behalf or otherwise, as the case may be Its most recent Articles of Incorporation along with bylaws (irony) A copy of the most recent annual report containing consolidated financial statements of such party or its Credit Support Provider, If any, and such other public information respecting the condition or operations. financial or otherwise of such patty or its Credit Support Provider. if any, as the other patty may reasonably request from time to time A copy of the most recent annual report containing consolidated financial statements of such party or its Credit Support Provider. if ans. and such inliumation respecting the condition or operations, financial or othenvise of such party or as Credit Support Provider. if any, as the other party may reasonably request from time to time A copy of the resolution of the Board of Directors of Party B appro., trig the entering into of this Agreement and the transactions contemplated respect to any Confirmation upon request by the other patty As of execution of this Agreement, or upon any material change in such documents Promptly after request by the other party Promptly after request by the other party Upon cVecutiOn of this Agreement Yen Yen Yes Yes CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) Wantq206 EFTA_00020076 EFTA00169773 3 hereby certified by an authorised officer of Party Ii (as the case may be) that such document, are in Ml force and effect, Pasty B Quarterly report Within ten (10) business Yes of unencumbered cash and days after the end of the marketable securities relevant calendar quarter Pasty A and Party Li A duly executed and delivered Upon execution of the Yes copy of the Credit Support Agreement Document Party II A legal opinion in a form Upon execution of this No" satisfactory to Party A with Agreement and any Credit respect to Party B. Support Document. 2. Paragraph I3(1XiXA) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(A) 'Aggregate Ceiling Limit means USD I00.000.000r 3. Paragraph B(iXiX1) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(I) "77er II Ceiling Limit means USD 100.000.000." 4. Paragraph 13(IXiXtl) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: -01) - Tier I Ceiling Limit means USD 100.000.000." 5. Paragraph 13(1XiXE) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(E) - Tier III Ceiling Limit means USD 50.000.000? 6. Paragraph 13(1)0XO) of the Credit Support Annex to the Schedule to the Agreement shall be deleted in its entirety and replaced with the following: "(O) - Tier IV Ceiling limit means USD 50.000.000. 7. Each party represents to the other party in respect of the Agreement, as amended pursuant to this Amendment, that the representations made by it pursuant to the Agreement are true and accurate as of the date of this Amendment. 8. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. 9. Except as specifically modified by this Amendment, all the terms and provisions of the Agreement will continue in full force and effect. References to the Agreement will be to the Agreement, as amended by this Amendment. CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) 1-611Va 7 1207 EFTA_00020077 EFTA00169774 4 10. Capitalised terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. I I. Each of the panics to this Amendment will deliver to the other party, upon execution of this Amendment, evidence of the authority and true signatures of each official or representative signing this Amendment on its behalf. 12. This Amendment may be executed and delivered in counterparts, each of which will be deemed an original. 13. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to its choice of law doctrine). The panics have executed this Amendment with effect from the date appearing in the first paragraph above. r\ DEUTSC By: _J AG stian Marcilese Name: By: t I Vice President do Waite Name: President Date: SOUT By: Name: By: Name: Date: in9.0MPANY, INC. dnn1 &Pstein 1 O_-_Ls_: CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) A9)(SPAM208 EFTA_00020078 EFTA00169775