EFTA00169485¶
TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT (2000 VERSION)¶
BUY/SELL BACK ANNEX¶
Supplemental terms and conditions for Buy/Sell Back Transactions¶
This Annex constitutes an Annex to the TBMA/ISMA Global Master Repurchase Agreement dated January 7, 2015 between DEUTSCHE BANK AG and SOUTHERN FINANCIAL LLC (the “Agreement”).¶
1. Scope¶
(a) The parties have agreed that the Transactions to which this Agreement applies may include Buy/Sell Transactions.¶
(b) In relation to Buy/Sell Back Transactions, the Agreement shall be construed as if it had been amended and supplemented as set out in paragraphs 3 to 5 of this Annex.¶
2. Interpretation¶
(a) In this Annex -¶
(i) “Accrued Interest”, with respect to any Purchased Securities subject to a Buy/Sell Back Transaction, unpaid Income that has accrued during the period from (and including) the issue date or the last Income Payment Date (whichever is the later) in respect of such Purchased Securities to (but excluding) the date of calculation. For these purposes unpaid Income shall be deemed to accrue on a daily basis from (and including) the issue date or the last Income Payment Date (as the case may be) to (but excluding) the next Income Payment Date or the maturity date (whichever is the earlier);¶
(ii) “Sell Back Differential”, with respect to any Buy/Sell Back Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Buy/Sell Back Transaction (on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, unless otherwise agreed between the parties for the Transaction) to the sum of (a) the Purchase Price and (b) Accrued Interest paid on the Purchase Date for such Transaction for the actual number of days during the period commencing on (and including) the Purchase Date for such Buy/Sell Back Transaction and ending on (but excluding) the date of calculation;¶
(iii) “Sell Back Price”, with respect to any Buy/Sell Back Transaction, means -¶
(x) in relation to the date originally specified by the parties as the Repurchase Date pursuant to paragraph 3(b)(iii) of the Agreement, the price agreed by the Parties in relation to that Buy/Sell Back Transaction, and¶
(y) in any other case (including for the purposes of the application of paragraph 4 (margin maintenance) or paragraph 10 (Events of Default) of the Agreement), the product of the formula $(\mathrm{P}+\mathrm{AI}+\mathrm{D})(\mathrm{IR}+\mathrm{C})$, where -¶
| P | = | the Purchase Price |¶
| :--- | :--- | :--- |¶
AI = the amount, equal to Accrued Interest at the Purchase Date, paid under paragraph 3(f) of this Annex¶
| D | = the Sell Back Differential |¶
| :--- | :--- |¶
| IR | = the amount of any income in respect of the Purchased Securities payable by the issuer on or, in the case of registered Securities, by reference to, any date failing between the Purchase Date and the Repurchase Date |¶
C = the aggregate amount obtained by daily application of the Pricing Rate for such Buy/Sell Back Transaction to any such Income from (and including) the date of payment by the issuer to (but excluding) the date of calculation¶
(b) References to “Repurchase Price” throughout the Agreement shall be construed as references to “Repurchase Price or the Sell Back Price, as the case may be”.¶
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CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)¶
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Confidential¶
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EFTA00169486¶
(c) In paragraph 10(c)(i) of the Agreement (relating to Events of Default), the reference to the “Repurchase Prices” shall be construed as a reference to “Repurchase Prices and Sell Back Prices”.¶
(d) In the event of any conflict between the terms of this Annex III and any other term of the Agreement, the terms in this Annex shall prevail.¶
3. Initiation; Confirmation; Termination¶
(a) Each Transaction shall be identified at the time it is entered into and in the Confirmation relating to it as either a Repurchase Transaction or a Buy/Sell Back Transaction.¶
(b) In the case of a Buy/Sell Back Transaction the Confirmation delivered in accordance with paragraph 3 of the Agreement may consist of a single document in respect of both of the transactions which together form the Buy/Sell Back Transaction or separate Confirmations may be delivered in respect of each such transaction. Such Confirmations may be in the form of Annex II to the Agreement except that, subject to subparagraph (c) below, such Confirmations shall not include the item specified in paragraph 10 of Annex II.¶
(c) When entering into a Buy/Sell Back Transaction the parties shall also agree the Sell Back Price and the Pricing Rate to apply in relation to that Transaction on the scheduled Repurchase Date. The parties shall record the Pricing Rate in at least one Confirmation applicable to that Buy/Sell Back Transaction.¶
(d) Buy/Sell Back Transactions shall not be terminable on demand.¶
(e) In the case of a Buy/Sell Back Transaction, the Purchase Price shall be quoted exclusive of Accrued Interest to the Purchase Date on the Purchased Securities and the Sell Back Price shall be quoted exclusive of Accrued Interest.¶
(f) For the purposes of paragraph 3(c) of the Agreement, in the case of a Buy/Sell Back Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the payment of the Purchase Price plus an amount equal to Accrued Interest to the Purchase Price on such Purchased Securities.¶
(g) In the case of a Buy/Sell Back Transaction, paragraph 3(f) of the Agreement shall not apply. Termination of such a Transaction will be effected on the Repurchase Date by transfer to Seller or its agent of Equivalent Securities against the payment by Seller of (i) in a case where the Repurchase Date is the date originally scheduled by the parties pursuant to paragraph 3(b)(iii) of the Agreement, the Sell Back Price referred to in paragraph 2(iii)(x) of this Annex plus an amount equal to Accrued Interest to the Repurchase Date; and (ii) in any other case, the Sell Back Price referred to in paragraph 2(iii)(y) of this Annex.¶
4. Margin maintenance: “repricing”¶
If the parties agree that a Buy/Sell Back Transaction is to be repriced in accordance with paragraph 4(i) of the Agreement, they shall at the time of such repricing agree the Purchase Price, the Sell Back Price and the Pricing Rate applicable to the Repriced Transaction.¶
5. Income Payments¶
Paragraph 5 of the Agreement (relating to Income payments) shall not apply to Buy/Sell Back Transactions.¶
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Confidential¶
CONFIDENTIAL – PURSUANT TO FED. R. CRIM. P. 6(e)¶
USAO 001850 DB-SDNY-0000890¶
EFTA_00019760¶