FORM OF TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK CAPITAL FUNDING TRUST XII TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR DATED AS OF [ ]Subordinated Guarantee Agreement • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks • New York
This TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Trust Preferred Guarantee”), dated as of [ ] 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 MELLON, 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 Capital Funding Trust XII, a Delaware statutory trust (together with its successors, the “Trust”).
AMENDED AND RESTATED TRUST AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING TRUST XII Dated as of [ ]Trust Agreement • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”) dated and effective as of [ ], 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;
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING LLC XII Dated as of [ ]Limited Liability Company Agreement • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated and effective as of [ ] by the Bank (as defined below) as initial Common Securityholder (as defined below) and as initial Class A Preferred Securityholder (as defined below), the Trust (as defined below), as initial Class B Preferred Securityholder (as defined below) and The Bank of New York Mellon as Manager Trustee.
DEUTSCHE BANK CAPITAL FUNDING LLC XII CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR DATED AS OF [ ]Subordinated Guarantee Agreement • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks • New York
This CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Class B Preferred Guarantee”), dated as of [ ] 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 MELLON, 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 Capital Funding LLC XII, a Delaware limited liability company (together with its successors, the “Company”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING LLC XIILimited Liability Company Agreement • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Deutsche Bank Capital Funding LLC XII is entered into by Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (the “Member”).
AMENDED AND RESTATED TRUST AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING TRUST XIITrust Agreement • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT of Deutsche Bank Capital Funding Trust XII, dated as of September 24, 2009, among DEUTSCHE BANK CAPITAL FUNDING LLC XII, 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:
ContractPerpetual Subordinated Note • September 29th, 2009 • Deutsche Bank Capital Funding Trust XII • State commercial banks • New York
THIS SECURITY IS NOT REQUIRED TO BE, AND HAS NOT BEEN, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS SECURITY EVIDENCES OBLIGATIONS THAT ARE NOT INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY OTHER GOVERNMENTAL AGENCY.
