COMMERZBANK CAPITAL FUNDING TRUST I
Wilmington, Delaware, U.S.A.
2,961 Noncumulative Trust Preferred Securities
- ISIN: DE000A0GPYR7, WKN: A0GPYR, Common Code: 024862780 -
Capitalised terms not otherwise defined herein shall have the meanings given to them in the Prospectus issued in connection with the Noncumulative Trust Preferred Securities of Commerzbank Capital Funding Trust I ("Trust Preferred Securities") dated 28 March 2006 (the "Prospectus") and approved by the Irish Financial Services Regulatory Authority.
On 11 February 2011, the Property Trustee filed a Verified Complaint (the "Complaint") in Delaware Chancery Court against the Trust, the Company and the Bank in an action captioned The Bank of New York Mellon v. Commerzbank Capital Funding Trust I, et al. (No. 6188-VCN) (the "Action").
On 13 May 2011, the Court ordered the Action stayed pending the resolution of a previously filed action, captioned The Bank of New York Mellon v. Commerzbank Capital Funding Trust II, et al. (No. 5580-VCN) (the "CoBa Trust II Action"), which concerned substantially similar allegations, and requested substantially similar relief with respect to certain noncumulative trust preferred securities issued by Commerzbank Capital Funding Trust II (the "Trust II Preferred Securities"). On 16 July 2013, the Delaware Chancery Court issued a final judgment on Counts I and II of the complaint in the CoBa Trust II Action (the "CoBa Trust II Final Judgment"). The parties in the CoBa Trust II Action implemented the CoBa Trust II Final Judgment through, among other things, the execution of amended agreements governing the Trust II Preferred Securities (the "CoBa Trust II Elevation Agreements") pursuant to a 6 January 2014, order of the Delaware Chancery Court, which satisfied all obligations pursuant to the CoBa Trust II Final Judgment.
In light of the similarities between the Action and the CoBa Trust II Action, on 3 June 2014 the parties to the Action filed a Stipulated Consent Order and Final Judgment on Counts I and II resolving all remaining claims in the Action (the "Consent Judgment"). Pursuant to the Consent Judgment, the Property Trustee, the Bank, the Company, and the Trust were required to execute similar amended agreements to the CoBa Trust II Elevation Agreements.
On 18 June 2014, the Property Trustee, the Bank, the Company, and the Trust executed an All Parties’ Amendment Agreement implementing the Consent Judgement, pursuant to which the parties executed (1) an Amendment Agreement to the Trust Agreement, (2) an Amendment Agreement to the LLC Agreement, (3) a Replacement Initial Debt Securities Certificate, (4) an Amended and Restated Support Undertaking, (5) a Replacement Global Certificate for the Trust Preferred Securities, and (6) a New Class B Preferred Certificate representing the 2,961 Class B Preferred Securities of the Company that remain outstanding.
The amended forms of each of (i) the terms and conditions of the Trust Preferred Securities; (ii) the terms and conditions of the Class B Preferred Securities; (iii) the terms and conditions of the Initial Debt Securities; and (iv) the Support Undertaking are set out below:
Terms and Conditions of the Trust Preferred Securities
Terms and Conditions of the Class B Preferred Securities
Terms and Conditions of the Initial Debt Securities
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