DEUTSCHE BANK CONTINGENT CAPITAL TRUST II TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR DATED AS OF MAY 23, 2007Deutsche Bank Contingent Capital LLC II • May 22nd, 2007 • State commercial banks • New York
This TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Trust Preferred Guarantee”), dated as of May 23, 2007 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 II, a Delaware statutory trust together with its successors, the “Trust”).
AMENDED AND RESTATED TRUST AGREEMENT OF DEUTSCHE BANK CONTINGENT CAPITAL TRUST II Dated as of May 23, 2007Trust Agreement • May 22nd, 2007 • Deutsche Bank Contingent Capital LLC II • State commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”) dated and effective as of May 23, 2007, 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 CONTINGENT CAPITAL LLC II Dated as of May 23, 2007Limited Liability Company Agreement • May 22nd, 2007 • Deutsche Bank Contingent Capital LLC II • State commercial banks • Delaware
WHEREAS, the Bank as the organizing member has formed Deutsche Bank Contingent Capital LLC II (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 May 10, 2007, and a Limited Liability Company Agreement of the Company dated as of May 10, 2007 (the “Initial LLC Agreement”);
DEUTSCHE BANK CONTINGENT CAPITAL LLC II CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR DATED AS OF MAY 23, 2007Deutsche Bank Contingent Capital LLC II • May 22nd, 2007 • State commercial banks • New York
This CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Class B Preferred Guarantee”), dated as of May 23, 2007 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 II, a Delaware limited liability company together with its successors, the “Company”).
SUBORDINATED DEPOSIT AGREEMENT BY AND BETWEEN DEUTSCHE BANK CONTINGENT CAPITAL LLC II AND DEUTSCHE BANK AKTIENGESELLSCHAFT DATED AS OF MAY 23, 2007Subordinated Deposit Agreement • May 22nd, 2007 • Deutsche Bank Contingent Capital LLC II • State commercial banks
This Subordinated Deposit Agreement (the “Agreement”), dated May 23, 2007, is entered into between Deutsche Bank Aktiengesellschaft, a German stock corporation (the “Bank”) and Deutsche Bank Contingent Capital LLC II, a Delaware limited liability company (the “Company”).
DEUTSCHE BANK CONTINGENT CAPITAL TRUST II (a Delaware statutory trust) Trust Preferred Securities PURCHASE AGREEMENTPurchase Agreement • May 22nd, 2007 • Deutsche Bank Contingent Capital LLC II • State commercial banks • New York
Deutsche Bank Contingent Capital Trust II (the “Trust”), a statutory trust organized under the Delaware Statutory Trust Act (the “Trust Act”), Deutsche Bank Contingent Capital LLC II (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. (“Deutsche Bank Securities”) 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 Deutsche Bank Securities Inc. is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Trust and the purchase by the Underwriters, acting severa
