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Deutsche Bank AG London
Winchester House
1 Great Winchester
London EC2N 2DB
Telephone:
Date:
To:
Attention:
Facsimile no.:
Our Reference:
UTI / USI
Re:
Ladies and Gentlemen:
The purpose of this letter agreement is to
conditions of the Transaction entered into
between Deutsche Bank AG ("DBAG") and Southern
("Counterparty") on the Trade Date
specified below (the "Transaction"). This letter
"Confirmation" as referred to in the
Agreement specified below.
The definitions and provisions contained in the 2006
"Definitions") as published by the
International Swaps and Derivatives Association, Inc. are
reference herein. In the event of
any inconsistency between the Definitions and this Confirmation,
Confirmation will govern.
For the purpose of this Confirmation, all references in the Definitions
the Agreement to a "Swap
Transaction" shall be deemed to be references to this Transaction.
1. This Confirmation supplements, forms part of, and
Master Agreement dated as of
October 28, 2013, (as the same may be amended
time, the "Agreement"),
between DBAG and Counterparty. All provisions
shall govern this Confirmation
except as expressly modified below.
2. The Swap Transaction to which this
Transaction, the terms of
which are as follows:
Notional Amount:
Trade Date:
USD 45,000,000.00
June 1, 2018
June 4, 2018
Southern Financial,
Swaps Documentation
44 3541 4739
Global No. NG348669M
103021067801020000000000000000013NG348669M
Confirmation of a CMS One Look Transaction
Chairman of the Supervisory Board: Paul Achleitner.
Street
LLC
Department
set forth the terms and
Financial, LLC
agreement constitutes a
ISDA
or
is subject to, the ISDA
or supplemented from time to
contained in the Agreement
Confirmation relates
Definitions (the
incorporated by
this
is a CMS One Look
EFTA01436662
Management Board: John Cryan (Chairman), Marcus Schenck, Christian Sewing,
Kimberly Hammonds, Stuart Lewis, Sylvie Matherat, James von Moltke, Nicolas
Moreau, Garth Ritchie,
Karl von Rohr, Werner Steinm011er, Frank StrauR.
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 Main, HRB No.
30 000;
Branch Registration in 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 the United Kingdom are
available on
request or from www.db.com/en/content/eu_disclosures.htm)
EFTA01436663
Effective Date:
Termination Date:
June 5, 2018
Floating Rate Payer Payment Date
Fixing Date:
Business Days:
Banking Day for Fixing Date:
Fixed Amounts:
Fixed Amount Payer:
Fixed Amount:
Fixed Amount Payer Payment Date:
June 1, 2020, subject to adjustment in accordance
with the Following Business Day Convention
New York
US Government Securities Business Day
Counterparty
USD 96,750.
June 5, 2018, subject to adjustment in accordance
with the Following Business Day Convention
Floating Amounts:
Floating Rate Payer:
Floating Rate Payer Payment Dates:
Floating Rate:
DBAG
Two (2) Business Days following the Fixing Date
A rate calculated in accordance with the following
formula:
[MAX[0; ([FRO 1] — [FRO 2]) — Strike Swap Rate)]]
Where:
"FRO1" means a rate determined by reference to
Floating Rate Option USD-ICESWAP3-Swap Rate
with a Designated Maturity of 10 years, provided that
in the definition of the relevant Floating Rate Option
and in the fallback Floating Rate Option referred to in
such definition (all as set out in the 2006 ISDA
Definitions) the phrase "Reset Date" shall be replaced
by "Fixing Date"
"FRO 2" means a rate determined by reference to
Floating Rate Option USD-ICESWAP3-Swap Rate
with a Designated Maturity of 2 years, provided that
in the definition of the relevant Floating Rate Option
and in the fallback Floating Rate Option referred to in
such definition (all as set out in the 2006 ISDA
Definitions) the phrase "Reset Date" shall be replaced
by "Fixing Date"
"MAX" followed by a series of rates inside brackets,
means whichever is the greater of the rates
separated by a semi-colon inside those brackets
"Strike Swap Rate" means, 0.10%
NG348669M
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Floating Rate Day Count
Fraction:
1/1
3. Account Details:
Account Details for DBAG:
Account Details for Counterparty:
4. Offices:
The Office of DBAG for this Transaction is London.
5. Calculation Agent:
6. Representations:
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
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 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
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 assumed, the risks of this
Transaction.
(iii) Status of Parties. The other party is not acting as a fiduciary for,
or an adviser to it in respect of this
Transaction.
Standard Settlement Instructions
Standard Settlement Instructions
The party specified as such in the Agreement, or if
not specified therein, DBAG.
NG348669M
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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 or e-mail to:
Attention: Derivative Documentation
Telephone:
Facsimil •
E-mail:
This message will be the only form of Confirmation dispatched by us. If you
wish to exchange hard copy
forms of this Confirmation, please contact us.
Yours sincerely,
Deutsche Bank AG
Confirmed as of the date first written above:
Southern Financial, LLC
By:
Name:
Title:
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