GUARANTEE AGREEMENT by and between WELLS FARGO & COMPANY as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION as Guarantee Trustee relating to WELLS FARGO CAPITAL XV Dated as of September 10, 2008Guarantee Agreement • September 10th, 2008 • Wells Fargo & Co/Mn • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of September 10, 2008, is executed and delivered by WELLS FARGO & COMPANY, a Delaware corporation (the “Guarantor”), having its principal office at 420 Montgomery Street, San Francisco, California 94163, and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities of Wells Fargo Capital XV, a Delaware statutory trust (the “Issuer Trust”).
STOCK PURCHASE CONTRACT AGREEMENT between WELLS FARGO & COMPANY and WELLS FARGO CAPITAL XV, acting through The Bank of New York Mellon Trust Company, National Association, as Property Trustee Dated as of September 10, 2008Stock Purchase Contract Agreement • September 10th, 2008 • Wells Fargo & Co/Mn • National commercial banks • New York
This STOCK PURCHASE CONTRACT AGREEMENT, dated as of September 10, 2008, between WELLS FARGO & COMPANY, a Delaware corporation (the “Company”), having its principal office at 420 Montgomery Street, San Francisco, California 94163 , and WELLS FARGO CAPITAL XV, a Delaware statutory trust (the “Issuer Trust”), acting through THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Property Trustee of the Issuer Trust (the “Property Trustee”).
COLLATERAL AGREEMENT among WELLS FARGO & COMPANY, WILMINGTON TRUST COMPANY, as Collateral Agent, Custodial Agent, Securities Intermediary and Securities Registrar and WELLS FARGO CAPITAL XV, acting through The Bank of New York Mellon Trust Company,...Collateral Agreement • September 10th, 2008 • Wells Fargo & Co/Mn • National commercial banks • New York
This COLLATERAL AGREEMENT, dated as of September 10, 2008, among WELLS FARGO & COMPANY, a Delaware corporation (the “Company”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, 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 WELLS FARGO CAPITAL XV, a Delaware statutory trust (the “Issuer Trust”), acting through THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Property Trustee on behalf of the Issuer Trust (in such capacity, the “Property Trustee”).
AMENDED AND RESTATED TRUST AGREEMENT of Wells Fargo Capital XV among Wells Fargo & Company, as Depositor, The Bank of New York Mellon Trust Company, National Association, as Property Trustee, BNY Mellon Trust of Delaware, as Delaware Trustee, the...Trust Agreement • September 10th, 2008 • Wells Fargo & Co/Mn • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 10, 2008, among (i) WELLS FARGO & COMPANY, a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as property trustee (in such capacity, the “Property Trustee”), (iii) BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation (the “Delaware Trustee”), (iv) Paul R. Ackerman, an individual, and Barbara S. Brett, an individual, each of whose address is c/o Wells Fargo & Company, 420 Montgomery Street, San Francisco, California 94163 (each, an “Administrative Trustee,” and together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.
RecitalsReplacement Capital Covenant • September 10th, 2008 • Wells Fargo & Co/Mn • National commercial banks
amount (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in shares of Common Stock or (ii) if the Corporation cannot increase the Share Cap amount as contemplated in the preceding clause, by requesting its Board of Directors to adopt a resolution for stockholder vote at the next occurring annual stockholders meeting to increase the number of shares of its authorized Common Stock for purposes of satisfying its obligations to pay deferred Distributions;
Wells Fargo Capital XV 9.75% Fixed-to-Floating Rate Normal Preferred Purchase Securities (liquidation amount $1,000 per security) guaranteed to the extent set forth in the Guarantee Agreement by Wells Fargo & Company Underwriting AgreementWells Fargo & Co/Mn • September 10th, 2008 • National commercial banks • New York
