Base Bond Hedge Transaction



 Exhibit 10.3 

 

					
		 		 	




			
		 		 	Deutsche Bank AG, London Branch
		 		 	Winchester House
		 		 	1 Great Winchester Street
		 		 	London EC2N 2DB
		 		 	Telephone: 44 20 7545 8000
			
		 		 	c/o Deutsche Bank Securities Inc.
		 		 	60 Wall Street
		 		 	New York, NY 10005
		 		 	Telephone: 1-212-250-2500
			
		 		 	Internal Reference Nr.: 481966

  

					
	DATE:	  	April 10, 2012	  	
			
	TO:	  	DFC Global Corp.	  	
	ATTENTION:	  	Eric Erickson; Treasurer	  	
	TELEPHONE:	  	(610) 640-6495	  	
	FACSIMILE:	  	(610) 640-6435	  	
			
	SUBJECT:	  	Base Bond Hedge Transaction	  	

 DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK
SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS
SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG AND COUNTERPARTY SHALL BE TRANSMITTED THROUGH DBSI. DEUTSCHE BANK AG ACTING THROUGH ITS LONDON BRANCH IS NOT A
MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 
 The purpose of this letter agreement (this
“Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank AG, London Branch (“Dealer”) and DFC Global Corp. (“Counterparty”) on the Trade Date
specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Master Agreement specified below. Dealer is regulated by the Financial Services Authority. 

 

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Management Board: Josef Ackermann (Chairman), Hugo Bänziger, Jürgen Fitschen, Anshuman Jain, Stefan Krause, Hermann-Josef Lamberti, Rainer Neske
	  	Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin – Federal Financial Supervising Authority) and regulated by the Financial Services Authority
for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch
Registration in England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com








 The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the
“Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this
Confirmation shall govern. Certain defined terms used herein have the meanings assigned to them in the Indenture to be dated on or about April 16, 2012 between Counterparty and U.S. Bank National Association, as trustee (as may be amended,
modified or supplemented from time to time, but only if such amendment, modification or supplement is consented to by Dealer in writing, the “Indenture”) relating to USD200,000,000 principal amount of 3.25% senior convertible notes
due 2017 (the “Convertible Notes”) issued by Counterparty. In the event of any inconsistency between the Indenture and this Confirmation, this Confirmation shall govern. For the avoidance of doubt, references herein to sections of
the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of this Confirmation. If any relevant sections of the Indenture are changed, added, or renumbered following execution of this Confirmation, the
parties will amend this Confirmation in good faith to preserve the economic intent of the parties. 
 Each party is hereby advised, and each
such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this
Confirmation relates on the terms and conditions set forth below. 
 1. This Confirmation evidences a complete and binding agreement between
Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to, an agreement in the form of the ISDA 1992 Master Agreement (Multicurrency –
Cross Border) as if Dealer and Counterparty had executed an agreement (the “Agreement”) in such form (without any Schedule but with the elections set forth in this Confirmation) on the Trade Date. In the event of any inconsistency
between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be
governed by the Agreement. 
 2. The terms of the particular Transaction to which this Confirmation relates are as follows: 

 

			
	General Terms:	  	
		
	Trade Date:	  	April 10, 2012.
		
	Option Style:	  	Modified American, as described below under “Procedures for Exercise”.
		
	Option Type:	  	Call.
		
	Buyer:	  	Counterparty.
		
	Seller:	  	Dealer.
		
	Shares:	  	The common stock, par value USD 0.001 per share, of Counterparty (Ticker symbol “DLLR”).
		
	Number of Options:	  	200,000
		
	Option Entitlement:	  	As of any date, a number of Shares per Option equal to the “Applicable Conversion Rate” (as defined in the Indenture) as of such date, but without regard to any
adjustments to the “Applicable Conversion Rate” (as defined in the Indenture) pursuant to Section 10.01(c) or Section 10.04(g) of the Indenture).
		
	Strike Price:	  	As provided in Schedule A to this Confirmation.
		
	Applicable Percentage:	  	50%.
		
	Premium:	  	As provided in Schedule A to this Confirmation.
		
	Premium Payment Date:	  	The closing date for the initial issuance of the Convertible Notes.


  
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	Exchange:	  	The NASDAQ Stock Market.
		
	Related Exchange(s):	  	All Exchanges.
		
	Calculation Agent:	  	Dealer. All determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any determination or calculation by the
Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such written request a report (in a commonly used file format for the
storage and manipulation of financial data) displaying in reasonable detail such determination or calculation, including, where applicable, a description of the methodology and data applied, it being understood that the Calculation Agent shall not
be obligated to disclose any proprietary models used by it for such determination or calculation.
		
	Procedures for Exercise:	  	
		
	Potential Exercise Dates:	  	Each Conversion Date.
		
	Conversion Dates:	  	Each “Conversion Date” (as defined in the Indenture).
		
	Exercisable Options:	  	In respect of each Conversion Date, a number of Options equal to the number of Convertible Notes in denominations of USD1,000 principal amount surrendered for conversion on such
Conversion Date in accordance with the terms of the Indenture, subject to “Notice of Exercise” below, but no greater than the Number of Options.
		
	Expiration Date:	  	Notwithstanding anything to the contrary in section 3.1(f) of the Equity Definitions, “Expiration Date” shall mean the earlier of (x) the last day on which any Convertible
Notes remain outstanding and (y) April 15, 2017.
		
	Multiple Exercise:	  	Applicable, as provided under “Exercisable Options” above.
		
	Automatic Exercise:	  	Applicable, subject to “Notice of Exercise” below.


  
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	Notice of Exercise:	  	Notwithstanding anything to the contrary in the Equity Definitions, in order to exercise any Exercisable Options, Counterparty must notify Dealer in writing prior to 5:00 p.m., New
York City time, on the day that is at least two “Scheduled Trading Days” (as defined in the Indenture) prior to the first day of the “Applicable Conversion Period” (as defined in the Indenture) in respect of the Convertible Notes
being converted on the Conversion Date relating to the relevant Exercise Date (the “Notice Deadline”) of (i) the number of Options being exercised on such Exercise Date; (ii) the Exercise Date; (iii) the scheduled commencement date
of the “Applicable Conversion Period” (as defined in the Indenture); and (iv) the scheduled settlement date under the Indenture for the relevant Convertible Notes converted on the Conversion Date corresponding to such Exercise Date;
provided that in respect of Convertible Notes with a Conversion Date during the period beginning on, and including the 45th “Scheduled Trading Day” (as defined in the Indenture) prior to the “Stated Maturity” (as defined
in the Indenture) for such Convertible Notes and ending on the second “Scheduled Trading Day” immediately preceding the “Stated Maturity” (as defined in the Indenture), the Notice Deadline shall be the first “Scheduled
Trading Day” (as defined in the Indenture) immediately preceding the “Stated Maturity” (as defined in the Indenture).
		
	Settlement Terms:	  	
		
	Net Share Settlement:	  	In respect of an Exercise Date occurring on a Conversion Date, in lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to “Notice of
Exercise” above, Dealer shall deliver to Counterparty on the related Settlement Date, with respect to the number of Options exercised on such Exercise Date, a number of Shares equal to the product of the Applicable Percentage and the aggregate
number of Shares that Counterparty is obligated to deliver to the holder(s) of the related Convertible Notes converted on such Conversion Date pursuant to Section 10.03(a)(i)(B) of the Indenture (the “Settlement Amount”),
plus cash in lieu of any fractional Share based on the “Closing Sale Price” (as such term is defined in the Indenture) on the final “Trading Day” (as such term is defined in the Indenture) of the “Applicable
Conversion Period” (as such term is defined in the Indenture); provided that such obligation shall be determined excluding any Shares that Counterparty is obligated to deliver to holder(s) of the Convertible Notes as a result of any
adjustments to the “Applicable Conversion Rate” (as defined in the Indenture) as set forth in Section 10.01(c) or Section 10.04(g) of the Indenture; provided, further, that if Counterparty is permitted to or required to
exercise discretion under the terms of the Indenture with respect to any determination, calculation or adjustment relevant to conversion of the Convertible Notes including, but not limited to, the volume-weighted average price of the Shares,
Counterparty shall consult with Dealer with respect thereto and the Calculation Agent shall make such determination, calculation or adjustment for purposes of the Transaction.


  
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	Notice of Delivery Obligation:	  	No later than the Scheduled Trading Day immediately following the last day of the “Applicable Conversion Period” (as defined in the Indenture), Counterparty shall give
Dealer notice of the final number of Shares comprising the Settlement Amount; it being understood, for the avoidance of doubt, that the requirement of Counterparty to deliver such notice shall not limit Counterparty’s obligations with respect
to “Notice of Exercise” above in any way.
		
	Settlement Date:	  	In respect of an Exercise Date occurring on a Conversion Date, the settlement date for the Shares to be delivered in connection with the related Convertible Notes under the terms of
the Indenture; provided that the Settlement Date shall not be prior to the later of (i) the third “Scheduled Trading Day” (as such term is defined in the Indenture) immediately following the final day of “Applicable Conversion
Period” (as defined in the Indenture), or (ii) the Scheduled Trading Day immediately following the date on which Counterparty gives notice to Dealer of such Settlement Date.
		
	Settlement Currency:	  	USD.
		
	Other Applicable Provisions:	  	The provisions of Sections 9.4 (except that “Settlement Date” shall be as defined above, unless a Settlement Disruption Event prevents delivery of such Shares on that
date), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions shall be applicable; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any restrictions,
obligations, limitations or requirements under applicable securities laws as a result of the fact that Counterparty is the issuer of the Shares.
		
	Restricted Certificated Shares:	  	Notwithstanding anything to the contrary in the Equity Definitions, Dealer may, in whole or in part, deliver Shares in certificated form representing the Settlement Amount to
Counterparty in lieu of delivery through the Clearance System.
		
	Share Adjustments:	  	
		
	Method of Adjustment:	  	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any adjustment to the “Applicable Conversion Rate” (as
defined in the Indenture) and/or the nature of the Shares under the Convertible Notes pursuant to the Indenture (other than an adjustment to the “Applicable Conversion Rate” (as defined in the Indenture) pursuant to Section 10.01(c) and
Section 10.04(g) of the Indenture), the Calculation Agent will make a corresponding commercially reasonable adjustment to any one or more of the Strike Price, Number of Options, the Option Entitlement and any other variable relevant to the exercise,
settlement, payment or other terms of the Transaction. Counterparty agrees that it will notify Dealer prior to the effectiveness of any such adjustment and, to the extent such adjustment requires an exercise of discretion by Counterparty under the
terms of the Indenture, it shall consult with the Calculation Agent in order to achieve a commercially reasonable adjustment, determination or calculation.


  
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	Potential Adjustment Events:	  	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in Sections 10.04(a),
10.04(b), 10.04(c), 10.04(d) and 10.04(e) of the Indenture that would result in an adjustment to the “Applicable Conversion Rate” (as defined in the Indenture) of the Convertible Notes; provided that in no event shall there be any
adjustment hereunder as a result of an adjustment to the “Applicable Conversion Rate” (as defined in the Indenture) pursuant to Section 10.01(c) or Section 10.04(g) of the Indenture.
		
	Extraordinary Events:	  	
		
	Merger Events:	  	Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in Section 10.06(a) of the
Indenture.
		
	Notice of Merger Consideration:	  	Upon the occurrence of a Merger Event that causes the Shares to be converted into or exchanged for more than a single type of consideration (determined based in part upon the form
of election of the holders of the Shares), Counterparty shall promptly notify the Calculation Agent in writing of the kind and amount of consideration actually received by holders of a majority of holders of Shares that voted for such an election
(if electing between two types of consideration) or holders of a plurality of holders of Shares that voted for such an election (if electing between more than two types of consideration), as the case may be; provided that in no event shall
the date of such notification be later than the date on which such Merger Event is consummated.
		
	Consequences of Merger Events:	  	Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent shall make a corresponding adjustment in respect of any
adjustment under the Indenture to any one or more of the nature of the Shares, the Strike Price, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement, payment or other terms of the Transaction;
provided, however, that such adjustment shall be made without regard to any adjustment to the “Applicable Conversion Rate” (as defined in the Indenture) for the issuance of additional shares as set forth in Section 10.01(c)
or Section 10.04(g) of the Indenture.
		
	Nationalization, Insolvency or Delisting:	  	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also
constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their
respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the
Exchange.


  
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	Additional Disruption Events:	  	
		
	 Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line
thereof with the phrase “, or public announcement of, the formal or informal interpretation”, and (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge
Position”.
		
	 Failure to Deliver:
	  	Not Applicable.
		
	 Insolvency Filing:
	  	 Applicable; provided that the definition of “Insolvency Filing” in Section 12.9 of the Equity Definitions shall be
amended by deleting the clause “provided that proceedings instituted or petitions presented by creditors and not consented to by the Issuer shall not be deemed an Insolvency Filing” at the end of such definition and replacing it with the
following: “; or it has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is
presented for its winding-up or liquidation by a creditor and such proceeding is not dismissed, discharged, stayed or restrained in each case within fifteen (15) days of the institution or presentation thereof.”

 
 Section 12.9(b)(i) of the Equity Definitions is hereby amended by adding the
following sentence at the end: “If neither party elects to terminate the Transaction, the Calculation Agent may in its sole discretion adjust the terms of the Transaction upon the occurrence of such an event pursuant to Modified Calculation
Agent Adjustment (as if such event were a Tender Offer).”

		
	 Hedging Disruption:
	  	 Applicable; provided that Section 12.9(a)(v) of the Equity Definitions is hereby modified by inserting the following two
paragraphs at the end of such Section:
  
 “Such inability described in
phrases (A) or (B) above shall not constitute a “Hedging Disruption” unless such inability does not result from factors particular to Hedging Party (such as Hedging Party’s creditworthiness or financial position, or particular actions
or transactions undertaken by the Hedging Party unrelated to the hedging of the Transaction).
  
 For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any
such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”

		
	 Increased Cost of Hedging:
	  	Applicable.
		
	 Hedging Party:
	  	Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction for all applicable Additional Disruption Events.
		
	 Determining Party:
	  	Dealer for all applicable Extraordinary Events.


  
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	Acknowledgments:	  	
		
	Non-Reliance:	  	Applicable.
		
	Agreements and Acknowledgments Regarding Hedging Activities:	  	Applicable.
		
	Additional Acknowledgments:	  	Applicable.

 3. Mutual Representations, Warranties and Agreements. 
 Each of Dealer and Counterparty represents and warrants to, and agrees with, the other party that: 
  

	 	(a)	Commodity Exchange Act. It is an “eligible contract participant” within the meaning of Section 1a(12) of the U.S. Commodity Exchange Act, as
amended (the “CEA”). The Transaction has been subject to individual negotiation by the parties. The Transaction has not been executed or traded on a “trading facility” as defined in Section 1a(33) of the CEA.


  

	 	(b)	Securities Act. It is a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act. 

  

	 	(c)	ERISA. The assets used in the Transaction (1) are not assets of any “plan” (as such term is defined in Section 4975 of the U.S. Internal
Revenue Code (the “Code”)) subject to Section 4975 of the Code or any “employee benefit plan” (as such term is defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)) subject to Title I of ERISA, and (2) do not constitute “plan assets” within the meaning of Department of Labor Regulation 2510.3-101, 29 CFR Section 2510-3-101. 


4. Representations, Warranties and Agreements of Counterparty. 
 In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty further represents, warrants and agrees that: 

 

	 	(a)	the representations and warranties of Counterparty set forth in Section 2 of the Purchase Agreement dated as of the Trade Date between Counterparty and Barclays
Capital Inc., as representative of the purchasers party thereto (the “Purchase Agreement”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein; 


 

	 	(b)	Counterparty is not as of the Trade Date or the Premium Payment Date and shall not be after giving effect to the transactions contemplated hereby, “insolvent”
(as such term is defined in Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and on each such date Counterparty would be able to purchase a number of Shares equal to the
Number of Shares in compliance with the laws of the jurisdiction of Counterparty’s incorporation or organization; 

  

	 	(c)	Counterparty shall promptly provide written notice to Dealer upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default, a
Potential Adjustment Event, a Merger Event or any other Extraordinary Event; provided, however, that should Counterparty be in possession of material non-public information regarding Counterparty, Counterparty shall not communicate such
information to Dealer; 

  

	 	(d)	The Transaction will not directly or indirectly violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)); 

  

	 	(e)	Counterparty has (and shall at all times during the Transaction have) the capacity and authority to invest directly in the Shares underlying the Transaction and has not
entered into the Transaction with the intent to avoid any regulatory filings; 


  
 8 









	 	(f)	Counterparty’s financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any
portion thereof to satisfy any existing or contemplated undertaking or indebtedness; 

  

	 	(g)	Counterparty’s investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net
worth, and Counterparty is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction; 

  

	 	(h)	Counterparty understands, agrees and acknowledges that Dealer has no obligation or intention to register the Transaction under the Securities Act, any state securities
law or other applicable federal securities law; 

  

	 	(i)	each of Counterparty’s filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed have been filed and
that, as of the respective dates thereof and as of the date of this representation, such filings when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings) do not
contain any misstatement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;


  

	 	(j)	Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended; 

  

	 	(k)	Counterparty understands, agrees and acknowledges that no obligations of Dealer to it hereunder shall be entitled to the benefit of deposit insurance and that such
obligations shall not be guaranteed by any affiliate of Dealer or any governmental agency; 

  

	 	(l)	(A) Counterparty is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is
appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) Counterparty is not relying on any communication (written or oral) of Dealer or any of its affiliates as investment
advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the
Transaction) and (C) no communication (written or oral) received from Dealer or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; 


 

	 	(m)	without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties
with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives
and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project; 

  

	 	(n)	Counterparty is not entering into the Transaction for the purpose of (i) creating actual or apparent trading activity in the Shares (or any security convertible
into or exchangeable for the Shares) or (ii) raising or depressing or otherwise manipulating the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act;


  

	 	(o)	Counterparty has not entered into any obligation that would contractually limit it from effecting Net Share Settlement under this Transaction and it agrees not to enter
into any such obligation during the term of this Transaction; 


  
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	 	(p)	Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the
matters set forth in Section 3(a) of the Agreement, containing customary exceptions, assumptions and qualifications, in each case reasonably acceptable to Dealer; and 


 

	 	(q)	No state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent,
registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares, except (x) as previously
disclosed by Counterparty to Dealer and (y) any such reporting, consent, registration or other requirement that would not have a material adverse effect on Dealer in respect of the Transaction. 


5. Other Provisions. 
  

	 	(a)	Role of Agent. Whenever delivery of funds or other assets is required hereunder by or to Counterparty, such delivery shall be effected through DBSI. In
addition, all notices, demands and communications of any kind relating to the Transaction between Dealer and Counterparty shall be transmitted exclusively through DBSI. 


 

	 	(b)	Additional Termination Event. If (i) an Amendment Event occurs, (ii) a Repayment Event occurs or (iii) an “Event of Default” with
respect to Counterparty under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture occurs and the Convertible Notes are declared due and payable, an Additional Termination Event shall occur in respect of which
(A) Counterparty shall be the sole Affected Party and the Transaction shall be the sole Affected Transaction and (B) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement;
provided that in the case of a Repayment Event the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event.


 “Amendment Event” means that Counterparty amends, modifies, supplements or obtains a waiver
with respect to (i) any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible
Notes (including changes to the “Applicable Conversion Rate” (as defined in the Indenture), conversion settlement dates or conversion conditions), or (ii) any term that would require consent of the holders of not less than 100% of the
principal amount of the Convertible Notes to amend, in each case without the prior written consent of Dealer, such consent not to be unreasonably withheld. 
 “Repayment Event” means that (A) any Convertible Notes are repurchased (whether in connection with or as a result of a change of control, howsoever defined, or for any other reason)
by Counterparty or any of its subsidiaries, (B) any Convertible Notes are delivered to Counterparty or any of its subsidiaries in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described),
(C) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (whether following acceleration of the Convertible Notes or otherwise), or (D) any Convertible Notes are exchanged by or
for the benefit of the holders thereof for any other securities of Counterparty or any of its affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that, in the case of
clause (B) and clause (D), conversions of the Convertible Notes pursuant to the terms of the Indenture as in effect on the date hereof shall not be Repayment Events. 

 

	 	(c)	 Notwithstanding anything to the contrary in this Confirmation (including, without limitation, the provisions opposite the captions “Net Share
Settlement” in Section 2 of this Confirmation), the receipt by Dealer from Counterparty, within the applicable time period set forth under “Notice of 



  
 10 










	 	
Exercise” above, of any Notice of Exercise in respect of Exercisable Options that relate to the Convertible Notes as to which additional Shares would be added to the “Applicable
Conversion Rate” (as defined in the Indenture) pursuant to Section 10.01(c) of the Indenture in connection with a “Fundamental Change” (as defined in the Indenture) shall constitute an Additional Termination Event as provided in
this Section 5(c). Upon receipt of any such Notice of Exercise, Dealer shall designate an Exchange Business Day following such Additional Termination Event (which Exchange Business Day shall in no event be earlier than the related settlement
date for such Convertible Notes) as an Early Termination Date with respect to the portion of this Transaction corresponding to a number of Exercisable Options (the “Make-Whole Conversion Options”) equal to the lesser of (A) the
number of such Exercisable Options specified in such Notice of Exercise and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of
Make-Whole Conversion Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having
terms identical to this Transaction and a Number of Options equal to the number of Make-Whole Conversion Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated
portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, in determining the amount payable pursuant to Section 6 of the Agreement, the Calculation Agent shall not take into account any adjustments to the
Option Entitlement that result from corresponding adjustments to the “Applicable Conversion Rate” (as defined in the Indenture) pursuant to Section 10.01(c) of the Indenture); provided that the amount of cash deliverable
pursuant to Section 6 of the Agreement in respect of such early termination by Dealer to Counterparty shall not be greater than the product of (x) the Applicable Percentage and (y) the excess of (I) (1) the number of
Make-Whole Conversion Options multiplied by (2) the “Applicable Conversion Rate” (as defined in the Indenture) (after taking into account any applicable adjustments to the “Applicable Conversion Rate” (as defined in
the Indenture) pursuant to Section 10.01(c) of the Indenture) multiplied by (3) a price per Share determined by the Calculation Agent over (II) the aggregate principal amount of such Convertible Notes, as determined by the
Calculation Agent in a commercially reasonable manner. 

  

	 	(d)	 Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a written notice
of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the Options Equity Percentage as determined on such day is (i) equal to or greater than 8.0% and (ii) greater by 0.5% than the Options
Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Options Equity Percentage as of the Trade Date). The “Options Equity Percentage” as of
any day is the fraction (A) the numerator of which is the sum of (1) the product of the Applicable Percentage, the Number of Options in aggregate, and the Option Entitlement and (2) the aggregate number of Shares underlying any other
call options sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers,
directors, employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of
becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the
Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Dealer with a
Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with
investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or
asserted against the Indemnified Person in respect of the 



  
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foregoing, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement
of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and
against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph
that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all
liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such
losses, claims, damages or liabilities. The remedies provided for in this paragraph (d) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and
contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. 

  

	 	(e)	Rule 10b-18.  

 (i)
Except as disclosed to Dealer in writing prior to the date on which the offering of the Convertible Notes was first announced, Counterparty represents and warrants to Dealer that it has not made any purchases of blocks by or for itself or any of its
Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding such date (“Rule 10b-18 purchase,” “blocks”
and “Affiliated Purchaser” each as defined in Rule 10b-18 under the Exchange Act). Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly
(including by means of a derivative instrument) enter into any transaction to purchase any Shares during the period beginning on such date and ending on the day on which Dealer has informed Counterparty in writing that it has completed all purchases
of Shares to hedge initially its exposure to the Transaction. 
 (ii) On any day during any “Applicable Conversion
Period” (as defined in the Indenture), neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly
(including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an
equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer. 

(iii) Counterparty agrees that it (A) will not, on any day during any “Applicable Conversion Period” (as
defined in the Indenture) (to the extent within Counterparty’s reasonable control), make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger
Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading
session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next 

  
 12 









 
opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18)
during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange
Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify
Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as
contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 
  

	 	(f)	Regulation M. (x) Counterparty (A) was not on the date on which the offering of the Convertible Notes was first announced, has not since such date, and
is not on the date hereof, engaged in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than the distribution of the Convertible Notes and (B) shall not engage in any
“distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day
immediately following the Trade Date, and (y)(A) on any day during any “Applicable Conversion Period” (as defined in the Indenture), the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not,
and shall not be, subject to a “restricted period,” as defined in Regulation M and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the
requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the last day in such “Applicable Conversion Period” (as defined in the Indenture).


  

	 	(g)	Early Unwind. In the event the sale of the “Firm Notes” is not consummated with the purchasers for any reason by the close of business in New York on
April 16, 2012 (or such later date as agreed upon by the parties) (April 16, 2012 or such later date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early
Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released
and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to
or after the Early Unwind Date; provided that, to the extent that the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by Counterparty, Counterparty shall reimburse Dealer for any costs or expenses (including
market losses, unless Counterparty agrees to purchase any such Shares at the cost at which Dealer purchased such Shares) relating to the unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a
result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position). The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion in a commercially reasonable manner.
Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in
this paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 

  

	 	(h)	Transfer or Assignment. 


Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all,
of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following
conditions: 
  

	 	(i)	with respect to any Transfer Options, Counterparty shall not be released from its notice, indemnification and other obligations set forth in Section 2 (regarding
Extraordinary Events), Section 4(c), Section 5(d) or Section 5(o) of this Confirmation; 


  
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	 	(ii)	any Transfer Options shall only be transferred or assigned to a third party that is a U.S. person (as defined in the Internal Revenue Code of 1986, as amended);


  

	 	(iii)	such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings with
respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal
opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; 

  

	 	(iv)	Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the
Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; 

  

	 	(v)	an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; 


 

	 	(vi)	without limiting the generality of clause (ii), Counterparty shall have caused the transferee to make such Payee Tax Representations and to provide such tax
documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (iv) and (v) will not occur upon or after such transfer and assignment; and 


 

	 	(vii)	Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or
assignment. 

 Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable
law, freely transfer and assign all of its rights and obligations under the Transaction without the consent of Counterparty, to (x) any affiliate of Dealer, or (y) to any third party: in either case with a rating (or whose guarantor has a
rating) for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or A3 or better by Moody’s Investors Service, Inc. or its
successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer; provided that in the
case of clause (x) or (y), Counterparty will not, as a result of such transfer and/or assignment, be required under the Agreement or this Confirmation to (i) pay to the transferee or assignee an amount greater than the amount that it would
have been required to pay to Dealer in the absence of such transfer or assignment or (ii) receive from the transferee or assignee an amount less than the amount that Counterparty would have received from Dealer in the absence of such transfer
or assignment, in each case, based on the circumstances in effect on the date of such transfer or assignment. Dealer shall provide Counterparty with written notice of any assignment pursuant to clause (x). 

If at any time at which (1) the Equity Percentage exceeds 8.0% or (2) Dealer, Dealer Group (as defined below) or any person
whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover
Statute”), under any relevant state corporate law or under any state or federal bank holding company or banking laws, or other 

  
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federal, state or local regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the
power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior
approval by a state or federal regulator) of a Dealer Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which
such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an
“Excess Ownership Position”) and Dealer is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing terms and within a time period reasonably acceptable to it of all or a portion of the
Transaction pursuant to the preceding sentence such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”)
of the Transaction, such that an Excess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the
Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Shares equal to the Terminated Portion, (y) Counterparty shall be the sole Affected
Party with respect to such partial termination and (z) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 5(m) shall apply to any amount that is payable by Dealer to
Counterparty pursuant to this sentence). The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to
aggregation with Dealer, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with
Dealer (“Dealer Group”), beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. 

Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or
deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the
Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. 
  

	 	(i)	Staggered Settlement. Dealer may, by notice to Counterparty on or prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver
the Shares deliverable on such Nominal Settlement Date on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows: (i) in such notice, Dealer will specify to
Counterparty the related Staggered Settlement Dates (each of which will be on or prior to such Nominal Settlement Date, but not prior to the beginning of the “Applicable Conversion Period” (as defined in the Indenture) or delivery times
and how it will allocate the Shares it is required to deliver under “Net Share Settlement” above among the Staggered Settlement Dates or delivery times; and (ii) the aggregate number of Shares that Dealer will deliver to Counterparty
hereunder on all such Staggered Settlement Dates and delivery times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date. 


 

	 	(j)	 Role of Agent. Each of Dealer and Counterparty acknowledges to and agrees with the other party hereto and to and with the Agent that
(i) the Agent is acting as agent for Dealer under the Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to the Transaction, and may transfer its rights and obligations with respect to the
Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the




  
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Transaction, (iv) Dealer and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise) upon, any statements, opinions or
representations (whether written or oral) of Dealer or the Agent, other than the representations expressly set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the Agent,
to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an
affiliate of Dealer. Dealer will be acting for its own account in respect of this Confirmation and the Transaction contemplated hereunder. 

  

	 	(k)	[Reserved.] 

  

	 	(l)	Netting and Setoff. Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against
any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped
or set off (including pursuant to Section 6 of the Agreement) against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or
otherwise, and each party hereby waives any such right of setoff, netting or recoupment provided that both parties agree that subparagraph (ii) of Section 2(c) of the Agreement shall apply to the Transaction.


  

	 	(m)	 Alternative Calculations and Dealer Payment on Early Termination and on Certain Extraordinary Events. If Dealer owes Counterparty any amount in
connection with the Transaction (i) pursuant to Sections 12.2, 12.3 (and “Consequences of Merger Events” above), 12.6, 12.7 or 12.9 of the Equity Definitions or (ii) pursuant to Section 6(d)(ii) of the Agreement (a
“Payment Obligation”), Dealer shall be required to satisfy any such Payment Obligation by delivery of Termination Delivery Units (as defined below), unless Counterparty elects for Dealer to satisfy any such Payment Obligation by
delivering cash (in which case the provisions in Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as the case may be, shall apply in lieu of the provision set forth in this paragraph below)
by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than noon New York time on the Early Termination Date or other date the Transaction is cancelled or terminated, as applicable, where
such notice shall include a representation and warranty from Counterparty that it is not, as of the date of the telephonic notice and the date of such written notice, aware of any material non-public information concerning itself or the Shares
(where “material” shall have the meaning set forth in paragraph 5(s) below); provided that if Counterparty elects to require Dealer to satisfy its Payment Obligation by paying cash, Dealer shall have the right (without regard to the
exceptions set forth in clauses (i) and (ii) above), in its sole discretion, to elect to satisfy its Payment Obligation by delivery of Termination Delivery Units, notwithstanding Counterparty’s election to the contrary; and
provided further that Counterparty shall be deemed to have elected for Dealer to pay cash in respect of any Payment Obligation in the event of (i) an Insolvency, a Nationalization or a Merger Event, in each case, in which the
consideration or proceeds to be paid to holders of Shares consists solely of cash or (ii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, which Event of
Default or Termination Event resulted from an event or events within Counterparty’s control. Within a commercially reasonable period of time following the relevant Early Termination Date or other relevant date on which the Transaction is
cancelled or terminated, as applicable, Dealer shall deliver to Counterparty a number of Termination Delivery Units having a fair market value (net of any brokerage and underwriting commissions and fees, including any customary private placement
fees) equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be purchased over a commercially
reasonable period of time with the cash equivalent of such Payment Obligation). If the provisions set forth in this paragraph are applicable, the 



  
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provisions of Sections 9.8, 9.9, 9.10, 9.11 (modified as described above) and 9.12 of the Equity Definitions shall be applicable, except that all references to “Shares” shall be read as
references to “Termination Delivery Units.” “Termination Delivery Units” means in the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of Nationalization, Insolvency or Merger Event, a
unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization,
Insolvency or Merger Event; provided that if such Nationalization, Insolvency or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of
cash. 

 In the event that an Early Termination Date or Additional Termination Event occurs or is designated with
respect to the Transaction as a result of a Termination Event or an Event of Default and, as a result, Counterparty owes an amount to the Dealer, such amount shall be deemed to be zero. 

 

	 	(n)	No Collateral. Notwithstanding any provision of this Confirmation, the Agreement, Equity Definitions, or any other agreement between the parties to the contrary,
the obligations of Counterparty under the Transaction are not secured by any collateral. 

  

	 	(o)	Registration. Counterparty hereby agrees that if, in the good faith, commercially reasonable judgment of Dealer, the Shares (“Hedge Shares”)
acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities Act, Counterparty shall, at its election, (i) in order to allow
Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act and (A) enter into an agreement, in form and substance satisfactory to Dealer, substantially in the
form of an underwriting agreement for a registered offering, (B) provide accountant’s “comfort” letters customary in form for registered offerings of equity offering of its size, (C) provide disclosure opinions of nationally
recognized outside counsel to Counterparty reasonably acceptable to Dealer, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (E) afford Dealer a
reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities; provided, however, that if Dealer, in its sole reasonable discretion, is
not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph
shall apply at the election of Counterparty, (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into and comply with a private placement agreement substantially similar to private placement purchase agreements
customary for private placements of equity securities, in form and substance satisfactory to Dealer (in which case, the Calculation Agent shall make any commercially reasonable adjustments to the terms of the Transaction that are necessary, in its
reasonable judgment, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from Dealer at the closing price on such
Exchange Business Days, and in the amounts, requested by Dealer. 

  

	 	(p)	Tax Disclosure. Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding any express or implied claims
of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation
of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.



  
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	 	(q)	Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights with respect to the Transaction
that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by
Counterparty of its obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than the
Transaction. 

  

	 	(r)	Securities Contract. The parties hereto agree and acknowledge that Dealer is one or more of a “financial institution” and “financial
participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is a “securities contract,” as such term is defined in
Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the
meaning of Section 362 of the Bankruptcy Code and a “settlement payment” or a “transfer” within the meaning of Section 546 of the Bankruptcy Code and (B) that Dealer is entitled to the protections afforded by,
among other sections, Section 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy Code. 

  

	 	(s)	No Material Non-Public Information. On each day during the period beginning on the date on which the offering of the Convertible Notes was first announced and
ending on the day on which Dealer has informed Counterparty in writing that Dealer has completed all purchases of Shares or other transactions to hedge initially its exposure with respect to the Transaction, Counterparty represents and warrants to
Dealer that it is not aware of any material non-public information concerning itself or the Shares. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision
to buy, sell or hold Shares. 

  

	 	(t)	Right to Extend. Dealer may postpone any Exercise Date or postpone or extend any other date of valuation or delivery with respect to some or all of the relevant
Options (in which event the Calculation Agent shall make appropriate adjustments to the Settlement Amount for such Options), if Dealer determines, in its commercially reasonable discretion based on the advice of counsel to Dealer, that such
postponement or extension is reasonably necessary or appropriate to preserve Dealer’s or its affiliate’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer or its affiliate to effect
purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer or such affiliate were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal,
regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer and/or such affiliate. For the avoidance of doubt, Dealer shall not exercise its rights under this Section 5(t) in a discriminatory manner.


  

	 	(u)	Payments on Early Termination. The parties hereto agree that for the Transaction, for the purposes of Section 6(e) of the Agreement, Second Method
and Loss will apply. The Termination Currency shall be USD. 

  

	 	(v)	Governing Law. The law of the State of New York (without reference to choice of law doctrine). 


 

	 	(w)	Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT,
ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED
HEREIN. 


  
 18 










	 	(x)	Part 2(b) of the ISDA Schedule – Payee Representation: 

 For the purpose of Section 3(f) of this Agreement, Counterparty makes the following representation to Dealer: 
 Counterparty is a corporation established under the laws of the State of Delaware and is a U.S. person (as that term is defined in Section 7701(a)(30) of the United States Internal Revenue Code of
1986, as amended). 
 For the purpose of Section 3(f) of this Agreement, Dealer makes the following representation to
Counterparty: 
 (A) Each payment received or to be received by it in connection with this Agreement is effectively connected
with its conduct of a trade or business within the United States; and 
 (B) It is a “foreign person” (as that term is
used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income tax purposes. 
  

	 	(y)	Part 3(a) of the ISDA Schedule – Tax Forms: 

 Party Required to Deliver Document 
  

					
	 	  	 Form/Document/Certificate
	  	 Date by which to be Delivered

			
	Counterparty	  	A complete and duly executed United States Internal Revenue Service Form W-9 (or successor thereto.)	  	(i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by
Counterparty has become obsolete or incorrect.
			
	Dealer	  	A complete and duly executed United States Internal Revenue Service Form W-8ECI (or successor thereto.)	  	(i) Upon execution and delivery of this Agreement; and (ii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or
incorrect.
			
	 Counterparty
 and
Dealer
	  	Any forms required to be delivered pursuant to sections 1471(b) or section 1472(b)(1) of the Code and any other documentation reasonably requested by the other party as it relates
thereto.	  	On or before such forms are prescribed by law to be supplied and otherwise at the time or times reasonably requested by the other party, but in no event before the form and content
of such forms or other documentation are made known by the IRS.


  
 19 










	 	(z)	Additional ISDA Schedule Terms 

 (i) Automatic Early Termination. The “Automatic Early Termination” provision of Section 6(a) of the Agreement will not apply to Dealer and will not apply to Counterparty. 

(ii) Consent to Recording. Each party (i) consents to the monitoring or recording, at any time and from time to time, by the
other party of any and all communications between officers or employees of the parties, (ii) waives any further notice of such monitoring or recording, and (iii) agrees to notify (and, if required by law, obtain the consent of) its
officers and employees with respect to such monitoring or recording. Any such recording may be submitted in evidence to any court or in any Proceeding for the purpose of establishing any matters pertinent to this Transaction. 

(iii) Severability. In the event any one or more of the provisions contained in this Confirmation or the Agreement (including the
CSA deemed attached thereto) shall be held illegal, invalid or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby.

  

	 	(aa)	Foreign Account Tax Compliance Act. (a) For purposes of any Payer Tax Representation, the words “any tax from any payment” shall not include any
tax imposed under Sections 1471 and 1472 of the Internal Revenue Code of 1986, as amended, (or the United States Treasury Regulations or other guidance issued thereunder) (“FATCA Withholding Tax”); and (b) the definition of
“Indemnifiable Tax” shall not include any FATCA Withholding Tax. 

 6. Account Details: 

 

	 	(a)	Account for payments to Counterparty: 

 To be provided by Counterparty 
 Account for delivery of Shares to Counterparty:

 To be provided by Counterparty 
  

	 	(b)	Account for payments to Dealer: 


To be provided by Dealer 
 7.
Offices: 
 The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party. 

The Office of Dealer for the Transaction is: Inapplicable, Dealer is not a Multibranch Party. 
 8. Notices: 
 For purposes of this Confirmation: 

 

	 	(a)	Address for notices or communications to Counterparty: 

 DFC Global Corp. 
 Attention: Eric Erickson; Treasurer 

Telephone No.: (610) 640-6495 
 Facsimile No.: (610) 640-6435 
 1436 Lancaster Avenue 

Berwyn, PA 19312 

  
 20 










	 	(b)	Address for notices or communications to Dealer: 

  

					
	To:	 		  	Deutsche Bank AG, London Branch
		 		  	c/o Deutsche Bank Securities Inc.
	Attn:	 		  	Paul Stowell
	Group:	 		  	Equities Structuring
		 		  	60 Wall Street, 4th Floor
		 		  	New York, NY 10005
	Tel:	 	212-250-6270
	Email:	 	paul.stowell@db.com
	Facsimile:	  	732-460-7499
	
	With a copy to:
			
	Attn:	 		  	Lars Kestner / Dushyant Chadha
	Group:	 		  	Corporate Equity Derivatives Trading
		 		  	60 Wall Street, 4th Floor
		 		  	New York, NY 10005
	Lars Tel:	 		  	212-250-6043
	Lars Email:	  	lars.kestner@db.com
	Dushyant Tel:	  	212-250-4980
	Dushyant Email:	  	dushyant.chadha@db.com

 This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. 

  
 21 









  
 



 
 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this
Confirmation and returning it to Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, or by fax to (212) 797 8974. 
 Very
truly yours, 
  

			
	Deutsche Bank AG, London Branch
		
	By:	 	 /s/ Lars Kestner

	Authorized Signatory
	Name:	 	Lars Kestner, Managing Director
		
	By:	 	 /s/ Michael Sanderson

	Authorized Signatory
	Name:	 	Michael Sanderson, Managing Director
	
	Deutsche Bank Securities Inc., acting solely as Agent in connection with the Transaction
		
	By:	 	 /s/ Lars Kestner

	Authorized Signatory
	Name:	 	Lars Kestner, Managing Director
		
	By:	 	 /s/ Michael Sanderson

	Authorized Signatory
	Name:	 	Michael Sanderson, Managing Director


 Accepted and confirmed as of the Trade Date: 

 

					
	DFC GLOBAL CORP.
		
	By:	 	 /s/ William M. Athas

		 	Name: William M. Athas
		 	Title:	 	Senior Vice President, Finance, and Corporate Controller

  

			
	 Chairman of the Supervisory Board: Clemens Börsig
 Management Board: Josef Ackermann (Chairman), Hugo Bänziger, Jürgen Fitschen, Anshuman Jain, Stefan Krause, Hermann-Josef Lamberti, Rainer Neske
	 	Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin – Federal Financial Supervising Authority) and regulated by the Financial Services Authority
for the conduct of UK business; a member of the London Stock Exchange. Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of Germany HRB No. 30 000 District Court of Frankfurt am Main; Branch
Registration in England and Wales BR000005; Registered address: Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank Group online: http://www.deutsche-bank.com








 SCHEDULE A 
 For purposes of this Transaction, the following terms shall have the following values/meanings: 
  

					
	1.	  	Strike Price:	  	USD21.3237.
	2.	  	Premium:	  	USD21,890,000.