Guarantee Agreement by and between U.S. BANCORP, as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee relating to USB CAPITAL IX Dated as of March 17, 2006Guarantee Agreement • May 10th, 2010 • Us Bancorp \De\ • National commercial banks • New York
Guarantee Agreement, dated as of March 17, 2006, between U.S. Bancorp, a Delaware corporation (the “Guarantor”), having its principal office at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders from time to time of the Trust Preferred Securities of USB Capital IX, a Delaware statutory trust (the “Issuer Trust”).
Amended and Restated Collateral Agreement among U.S. BANCORP, U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar and USB CAPITAL IX, acting through Wilmington Trust Company, as...Collateral Agreement • May 10th, 2010 • Us Bancorp \De\ • National commercial banks • New York
Amended and Restated Collateral Agreement, dated as of [ • ], 2010, among U.S. Bancorp, a Delaware corporation (the “Company”), U.S. Bank National Association, a national banking association organized under the laws of the United States (“USBNA”), as collateral agent (in such capacity, the “Collateral Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”), as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, the “Securities Intermediary”), and as securities registrar with respect to the Trust Preferred Securities (in such capacity, the “Securities Registrar”), and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, not in its individual capacity but solely as Property Trustee on behalf of the Trust (in such capacity, the “Property Trustee”).
Amendment No. 1 to Amended and Restated Trust AgreementTrust Agreement • May 10th, 2010 • Us Bancorp \De\ • National commercial banks • Delaware
This Amendment No. 1 to Amended and Restated Trust Agreement, dated as of [•], 2010 (this “Amendment”), is entered into among (i) U.S. Bancorp, a Delaware corporation (including any successors or assigns, the “Depositor”) and (ii) Andrew Cecere, an individual, Kenneth D. Nelson, an individual, and Lee R. Mitau, an individual, each of whose address is c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis Minnesota 55402 (each, an “Administrative Trustee,” and collectively, the “Administrative Trustees”) pursuant to Section 12.2(b) of the Amended and Restated Trust Agreement, dated March 17, 2006, of USB Capital IX.
Amended and Restated Stock Purchase Contract Agreement between U.S. BANCORP and USB CAPITAL IX, acting through Wilmington Trust Company, as Property Trustee Dated as of May [•], 2010Stock Purchase Contract Agreement • May 10th, 2010 • Us Bancorp \De\ • National commercial banks • New York
Amended and Restated Stock Purchase Contract Agreement, dated as of May [•], 2010, between U.S. Bancorp, a Delaware corporation (the “Company”), having its principal office at 800 Nicollet Mall, Minneapolis, Minnesota 55402, and USB Capital IX, a Delaware statutory trust (the “Trust”), acting through Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as Property Trustee of the Trust (the “Property Trustee”).
DEALER MANAGER AGREEMENTCollateral Agreement • May 10th, 2010 • Us Bancorp \De\ • National commercial banks • New York
In connection with the Exchange Offer, the Company is also soliciting (the “Solicitation”) consents (the “Consents”) from the holders of the Old Securities to the adoption of proposed amendments (the “Proposed Amendments”) to (i) the Amended and Restated Trust Agreement, dated as of March 17, 2006 (the “Trust Agreement”), by and among the Company, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees named therein, and the several Holders of the Trust Securities (as defined therein); (ii) the Junior Subordinated Indenture, dated as of April 28, 2005, between the Company and Delaware Trust Company, National Association (the “Original Trustee”) as amended and supplemented from time to time by supplemental indentures between the Company and the Wilmington Trust Company, as indenture trustee and successor trustee (the “Indenture Trustee”) (such amended and supplemented Junior Subordinated Indenture, the “Base
Amended and Restated Trust Agreement among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative Trustees (as named herein), and the several Holders of the Trust...Trust Agreement • May 10th, 2010 • Us Bancorp \De\ • National commercial banks • Delaware
Exhibit A – Original Certificate of Trust Exhibit B – Restated Certificate of Trust Exhibit C – Form of Capital ITS Certificate Exhibit D – Form of Common Securities Certificate Exhibit E – Form of Normal ITS Certificate Exhibit F – Form of Stripped ITS Certificate
