EFTA01282435.pdf

Execution Copy
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT (this "Amendment Agreement"), dated as of October 23,
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).
WITNEaaETH:
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) 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.
(b) Part 1(1)(i) 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."
(c) 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"
(d) Part 5(d)(v) 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
SDNY_GM_00037926
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000750
EFTA_00148535
EFTA01282435

Execution Copy
equal to USD 120,000.000; and (z) liquid assets at least equal to USD
i.
45.000,000. Party B is prepared to bear, and will be capable of bearing
(financially and otherwise) all risks associated with that Transaction and all
other Transactions and has sufficient financial wherewithal to incur any loss
associated with entering into and performing its obligations under that
Transaction and all other Transactions."
(e) Part 5 of the Schedule to the Master Agreement is hereby amended by adding the
following as a new subsection (o) thereto:
"(o) Resolution Stays
Subject to the below, the provisions set out in the Attachment to the ISDA 2015
Universal Resolution Stay Protocol as published by the International Swaps and
Derivatives Association on 4 November 2015 ("Protocol") and any additional
Country' Annex that has been published from time to time and to which DBAG has
adhered are, mutadis mutandis, incorporated by reference, into this Agreement as
though such provisions and definitions were set out in full herein, with any such
conforming changes as are necessary to deal with what would otherwise be
inappropriate or incorrect cross-references. References in the Protocol:
(A) the "Adhering Party" shall be deemed to be references to the
panics to this Agreement;
(B) the "Adherence Letter" shall be deemed to be references to this
Agreement;
(C) the "Implementation Date" shall be deemed to be references to
the date of this Agreement; and
(D) this Agreement shall be deemed a "Covered Agreement".
(f) Part 5 of the Schedule to the Master Agreement is hereby amended by adding the
following as a new subsection (p) thereto:
"(p) Section 10 of this Agreement is amended by the addition of the following
Section 10(d):
Id) Notwithstanding the provisions of Section 7, the other sub-sections of
Section II), any prior specification in a Confirmation for a Transaction
or Transactions or any other provision of this Agreement. Party A may
by thirty days' prior written notice to Party B (which may be provided
by email) at any time prior to the termination of a Transaction or
Transactions or Master Confirmation intended to document multiple
Transactions (howsoever described) designate its Frankfurt head
office as the Office: (i) in the case of a Master Confirmation, through
Confieenttt
2
SDNY_GM_00037927
CONFIDENTIAL
CONFIDENTIAL — PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000751
EFTA_00148536
EFTA01282436

Execution Copy
which it enters into such Transaction(s), (ii) in which it books such
Transaction(s) and/or (iii) through which it makes and receives
payments and deliveries with respect to such Transaction(s), provided
that
(i) Party A's Frankfurt head office is, when notice is given, included
as an Office through which Party A may act in the Multibranch
provision of the Schedule to the Agreement;
(ii) Party B will not as a result of such change be required on the next
Scheduled Payment Date to pay to Party A an additional amount
in respect of an Indernnifiable Tax under Section 2(dXiX4)
greater than the amount that it would have been required to pay
to Party A absent such change;
(iii) Party B will not as a result of such change receive on the next
Scheduled Payment Date, by mason of any deduction or
withholding for or on account of a Tax, and after giving effect to
the payment of any additional amount required to be paid under
Section 2(d)(i)(4)), a payment from Party A in an amount less
than it would have received had such change not occurred; and
(iv) no Event of Default or Tennination Event Will occur as a result of such
change.'"
(g) Paragraph 13(1XI)(A) of the Credit Support Annex to the Master Agreement is
hereby deleted in its entirety and replaced with the following:
"(A) "Aggregate Ceiling Limit" means USD 150,000,000."
(h) Paragraph 13(IXiXU) of the Credit Support Annex to the Master Agreement is
hereby deleted in its entirety and replaced with the following:
"(U) "Tier I Ceiling Lime means USD 150,000,000."
2. This Amendment Agreement is strictly limited as specified herein and except to the extent
expressly provided herein, shall not be deemed or constitute a modification, acceptance or
waiver of any other provision of the Master Agreement.
3. This Amendment Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. A complete set of executed counterparts shall be lodged with Party A and Party
B.
Conlaentiat
3
SDNY_GM_00037928
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000752
EFTA 00148537
EFTA01282437

Event:ion Copy
4. This Amendment Agreement and the rights and obligations of the parties hereunder shall
be construed in accordance with and governed by the laws of the State of New York
(without reference to choice of law doctrine).
5. This Amendment Agreement shall become effective as set forth above on the date when
Party A and Party B shall have signed a copy hereof (whether the same or different copies)
and delivered (including by way of telecopier) the same to each other.
[-Signature Page Follows-)
Confidential
4
SDNY_GM_00037929
CONFIDENTIAL
CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0000753
EFTA_0014 8538
EFTA01282438

Execution Copy
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment Agreement to be duly executed and delivered as of the date first above written.
DEUTSCHE BANK AG
By:
Name:
Title: Sebas an Marcilese
Vi. •residen
Confidertia!
SDNYGM_00037930
CONFIDENTIAL
CONFIDENTIAL - PURSUANT TO FED R CRIM. P. 6(e) DB-SDNY-0000754
EFTA_00148539
EFTA01282439