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Tazia Smit
10/9/2013 2:58:15 PM
Classification: Confidential
Darren -
Please see Draft 2 attached here. These reflect a bilateral CSA. We did speak with Jeffrey this morning and he is
contemplating the pros/cons of unilateral vs. bilateral, so there may be changes that.
Note that the language is intended to allow for faxed/PDF'd confirms, but require hard copy amendments. I requested
specification of "PDFs," but as you will see it's not spelled out at present - please feel free to recommend alternative legal
language.
Standard language on the w-9 filing s-corp and disregarded entity have been included. Our legal said they are
comfortable that we have diligenced the USVI status sufficiently and that the included rep language suffices. Please
propose alternative language if you prefer.
You'll see the net worth and liquidity numbers have been reduced to 50% of current value (note "cash equivalents"
includes marketable securities able to liquidate in 5 days or less). No grid or annex anymore as each entity has its own
ISDA Schedule and CSA.
You'll see ownership has been amended to 51% and limited members (to give room to add owners without breaking
trades). I believe this matches the objective.
Note: we included you as NY processing agent (please revise if not the case) and we included Harry's fax (as requested,
fax for a fax! Party A and B). Please amend, if there is a preferred alternative.
I hope we can refine to your/Jeffreys approval on a conference call with DB Legal/Credit this Friday (propose: 10am ET).
Best Regards,
Tazia
Tazia Smith
Director I Key Mere Partners - US
Deutsche Bar* Secunties Inc
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0 105493
CONFIDENTIAL
SDNY_GM_00251677
EFTA01449982
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Deutsche Asset & Wealth Management
345 Park Avenue. 26th Floe(
Now /
a
Tel
Fax
Mobil
Email
PasriarK-frr Peeferrm
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e)
DB-SDNY-0105494
CONFIDENTIAL
SONY GM_00251678
EFTA01449983
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DRAFT
Party A: Deutsche Bank AG
Party B: Southern Trust Company, Inc.
Paragraph 13. Elections and Variables
(a)
Security Interest for "Obligations". The term "Obligations" as used in this Annex includes the
following additional obligations.
With respect to Party A, "Obligations" means any and all present and future obligations of Party A
under or in connection with this Agreement, or any other contract, or any other transaction between
Party A and Party B.
With respect to Party B, "Obligations" means any and all present and future obligations of Party B
under or in connection with this Agreement, or any other contract, or any other transaction between
Party B and Party A.
(b)
Credit Support Obligations.
(i)
Delivery Amount, Return Amount and Credit Support Amount
(A)
"Delivery Amount" has the meaning specified in Paragraph 3(a).
(B)
"Return Amount" has the meaning specified in Paragraph 3(b).
(C)
"Credit Support Amount" has the meaning specified in Paragraph 3.
(ii) Eligible Collateral. The following items will qualify as "Eligible Collateral" for the party
specified:
Party A
Party B
Valuation
Percentage
(A)
Cash
IXI
IXI
100%
(B)
negotiable debt obligations issued by the U.S.
IXI
IN I
98%
Treasury Department having a remaining maturity
of less than one year ("Treasury Bills")
(C)
negotiable debt obligations issued by the U.S.
[XI
I x I
95%
Treasury Department having a remaining maturity
of 1-10 years (-Treasury Notes")
(D)
negotiable debt obligations issued by the U.S.
[XI
I X I
90%
Treasury Department having a remaining maturity
of more than 10 years (-Treasury Bonds")
(E)
Any account or deposit of Party B with Party A or
[XI
IXI
As determined
an affiliate of Party A which is identified on Exhibit
by Party A in
A annexed hereto or otherwise designated as
its sole
Eligible Collateral for purposes of this Annex in a
discretion and
writing executed and delivered. in counterpart or
further reduced
otherwise. by Party A and Party B (each such
by the full
account or deposit. together with all of the
amount of any
securities. funds and other property therein and all
other
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e)
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of the security entitlements related thereto. an
obligations