DEUTSCHE BANK CONTINGENT CAPITAL TRUST III TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR DATED AS OF FEBRUARY 20, 2008Deutsche Bank Contingent Capital LLC III • February 19th, 2008 • Asset-backed securities • New York
This TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Trust Preferred Guarantee”), dated as of February 20, 2008 is executed and delivered by DEUTSCHE BANK AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany, with its principal executive office in Frankfurt am Main, Germany (together with its successors, the “Guarantor”), and THE BANK OF NEW YORK, in its capacity as Trust Preferred Guarantee Trustee (as defined herein), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of Deutsche Bank Contingent Capital Trust III, a Delaware statutory trust (together with its successors, the “Trust”).
DEUTSCHE BANK CONTINGENT CAPITAL TRUST III (a Delaware statutory trust) Trust Preferred Securities PURCHASE AGREEMENTPurchase Agreement • February 11th, 2008 • Deutsche Bank Contingent Capital LLC III • State commercial banks • New York
Deutsche Bank Contingent Capital Trust III (the “Trust”), a statutory trust organized under the Delaware Statutory Trust Act (the “Trust Act”), Deutsche Bank Contingent Capital LLC III (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act (the “LLC Act”), and Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of Germany (the “Guarantor”, and together with the Trust and the Company, the “DB Entities”), confirm their agreement with Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC (the “Lead Underwriters”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom the Lead Underwriters are acting as representatives (in such c
SUBORDINATED DEPOSIT AGREEMENT BY AND BETWEEN DEUTSCHE BANK CONTINGENT CAPITAL LLC III AND DEUTSCHE BANK AKTIENGESELLSCHAFT DATED AS OF February 20, 2008Subordinated Deposit Agreement • February 19th, 2008 • Deutsche Bank Contingent Capital LLC III • Asset-backed securities
This Subordinated Deposit Agreement (the “Agreement”), dated February 20, 2008, is entered into between Deutsche Bank Aktiengesellschaft, a German stock corporation (the “Bank”) and Deutsche Bank Contingent Capital LLC III, a Delaware limited liability company (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CONTINGENT CAPITAL LLC IIILimited Liability Company Agreement • February 11th, 2008 • Deutsche Bank Contingent Capital LLC III • State commercial banks • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Deutsche Bank Contingent Capital LLC III is entered into by Deutsche Bank Aktiengesellschaft, a Federal Republic of Germany corporation (the “Member”).
ContractTrust Agreement • February 11th, 2008 • Deutsche Bank Contingent Capital LLC III • State commercial banks • Delaware
TRUST AGREEMENT, dated as of June 14, 2007, among DEUTSCHE BANK CONTINGENT CAPITAL LLC III, a Delaware limited liability company (the “Sponsor”), and THE BANK OF NEW YORK, a New York banking corporation (the “Property Trustee”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation (the “Delaware Trustee”), as trustees (together with such other trustees as the Sponsor may, from time to time, appoint hereunder, the “Trustees”). The Sponsor and the Trustees hereby agree as follows:
AMENDED AND RESTATED TRUST AGREEMENT OF DEUTSCHE BANK CONTINGENT CAPITAL TRUST III Dated as of February 20, 2008Trust Agreement • February 19th, 2008 • Deutsche Bank Contingent Capital LLC III • Asset-backed securities • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”) dated and effective as of February 20, 2008, by the Trustees (as defined herein), the Sponsor (as defined herein), the Bank (as defined herein) and the Holders (as defined herein), from time to time, of undivided beneficial interests in the Trust Estate (as defined herein) of the Trust (as defined herein) to be issued pursuant to this Agreement;
DEUTSCHE BANK CONTINGENT CAPITAL LLC III CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR DATED AS OF FEBRUARY 20, 2008Deutsche Bank Contingent Capital LLC III • February 19th, 2008 • Asset-backed securities • New York
This CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Class B Preferred Guarantee”), dated as of February 20, 2008 is executed and delivered by DEUTSCHE BANK AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany, with its principal executive office in Frankfurt am Main, Germany (together with its successors, the “Guarantor”), and THE BANK OF NEW YORK, in its capacity as Class B Preferred Guarantee Trustee (as defined herein), for the benefit of the Holders (as defined herein) from time to time of the Class B Preferred Securities (as defined herein) of Deutsche Bank Contingent Capital LLC III, a Delaware limited liability company (together with its successors, the “Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CONTINGENT CAPITAL LLC III Dated as of February 20, 2008Limited Liability Company Agreement • February 19th, 2008 • Deutsche Bank Contingent Capital LLC III • Asset-backed securities • Delaware
WHEREAS, the Bank as the organizing member has formed Deutsche Bank Contingent Capital LLC III (the “Company”) as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq., as amended from time to time (the “LLC Act”) pursuant to the LLC Certificate (as defined below) filed with the office of the Secretary of State of the State of Delaware on June 8, 2007, and a Limited Liability Company Agreement of the Company dated as of June 8, 2007 (the “Initial LLC Agreement”);
