EPSTEIN
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communication should not be regarded as such.
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From:
Martin Zeman
Sent:
10/20/2017 3:54:50 PM
To:
Paul Barrett (
CC:
Stewart Oldfield I
I; Xavier Avila
Subject:
Southern Financial LLC - ISDA amendment [CI
Attachments: Southern Financial LLC - Amendment - (DBv1)(10-20-17).docx
; Richard Kahn
Classification: Confidential
Paul, Richard,
Please see attached the ISDA amendment we had been discussing. You will see that the CSA has a ceiling limit of $100M,
but this ceiling can be increased very easily as needed when we get there.
Please let us know if you have any comments or questions.
Martin
Martin Zeman
Director I Key Client Partners
Deutsche Bank Wealth Management
DB Secuities Inc
345
54-CCO4 New York, NY, USA
Tel.
Mobile
Email
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DB Draft 10-20-17
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Amendment Agreement"), dated as of October
20, 2017, between Deutsche Bank AG ("Party A") and Southern Financial, LLC, a limited
liability company incorporated under the laws of United States Virgin Islands (the "Fund" or
"Party B"). All capitalized terms used herein and not otherwise defined shall have the meanings
provided in the Master Agreement (defined below).
WITNESSETH:
WHEREAS, Party A and Party B are parties to an ISDA Master Agreement, including the
Schedule and Credit Support Annex attached thereto, dated as of October 28, 2013 (as amended,
supplemented or modified from time to time, the "Master Agreement");
WHEREAS, Party A and Party B wish to amend the Master Agreement as herein provided.
NOW, THEREFORE, for good and valuable consideration, the existence of which is hereby
acknowledged, the parties agree as follows:
1.
Amendments.
(a)
(b)
(c)
(d)
The Termination Agreement entered into between Party A and Party B as of
December 7, 2016 is hereby void and the Master Agreement shall be reinstated
and continue in full force and effect from this day forward.
Part 1(hXi) of the Schedule is hereby deleted in its entirety and replaced with the
following:
"(i)
Maintenance of Ownership. Jeffrey Epstein at any time ceases to own,
whether directly or indirectly, at least 51% of the paid-up share capital of
Party B or if at any time the number of persons holding paid-up capital in
Party B exceeds 10."
Part 1(hXiv) of the Schedule is hereby deleted in its entirety and replaced with the
following:
"(iv)
Party B's net worth at any time is less than USD 120,000,000; net worth
of Party B equals the assets of Party B minus the liabilities of Party B as
reflected in the most recent financial statements of Party B delivered to
Party A; or"
Part 5(dXv) of the Schedule is hereby deleted in its entirety and replaced with the
following:
"(v)
Party B has, as of such date, (x) total assets at least equal to USD
120,000,000; (y) net worth (as defined in Part 1 of this Schedule) at least
Confidential
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DB Draft 10-20-17
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this