Exhibit 4.18


 





 


 


 


 


FOURTH
SUPPLEMENTAL SENIOR INDENTURE


 


 


 


 


AMONG


 


DEUTSCHE
BANK AKTIENGESELLSCHAFT 


Issuer


 




AND



LAW DEBENTURE TRUST COMPANY OF NEW YORK

Trustee



AND


 



 


DEUTSCHE
BANK TRUST COMPANY AMERICAS,  


Paying
Agent, Authenticating Agent, Issuing Agent and Registrar


 


 


 


 


 


Dated as
of March 15, 2016


 


 


 


 


 


SUPPLEMENTAL
TO SENIOR INDENTURE





DATED AS
OF NOVEMBER 22, 2006



 


 






 




    i


     


    

THIS FOURTH
SUPPLEMENTAL SENIOR INDENTURE, dated as of March 15, 2016, among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”),
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Paying Agent, Authenticating Agent, Issuing Agent and Registrar.


 


W I T N E
S S E T H :


 


WHEREAS,
the Issuer and the Trustee are parties to that certain Senior Indenture, dated as of November 22, 2006, as
supplemented by the First Supplemental Senior Indenture, dated as of March 7, 2014, the Second Supplemental Senior Indenture,
dated as of January 1, 2015, and the Third Supplemental Senior Indenture, dated as of January 1, 2016, each among the Issuer,
the Trustee and Deutsche Bank Trust Company Americas (the “Indenture”);


 


WHEREAS,
the Issuer established and


 


		(i)	on March 3, 2008 issued its DB
                                         Gold Double Short Exchange Traded Notes due February 15, 2038, DB Gold Double Long Exchange
                                         Traded Notes due February 15, 2038 and DB Gold Short Exchange Traded Notes due February
                                         15, 2038 (the “Gold ETNs”);



 


		(ii)	on April 17, 2008 issued its
                                         DB Agriculture Double Short Exchange Traded Notes due April 1, 2038, DB Agriculture Double
                                         Long Exchange Traded Notes due April 1, 2038, DB Agriculture Short Exchange Traded Notes
                                         due April 1, 2038 and DB Agriculture Long Exchange Traded Notes due April 1, 2038 (the
                                         “Agriculture ETNs”);



 


		(iii)	on June 19, 2008 issued its
                                         DB Base Metals Double Short Exchange Traded Notes due June 1, 2038, DB Base Metals Double
                                         Long Exchange Traded Notes due June 1, 2038, DB Base Metals Short Exchange Traded Notes
                                         due June 1, 2038 and DB Base Metals Long Exchange Traded Notes due June 1, 2038 (the
                                         “Base Metals ETNs”);



 


		(iv)	on June 19, 2008 issued its
                                         DB Crude Oil Double Short Exchange Traded Notes due June 1, 2038, DB Crude Oil Short
                                         Exchange Traded Notes due June 1, 2038 and DB Crude Oil Long Exchange Traded Notes due
                                         June 1, 2038 (the “Crude Oil ETNs”);



 


		(v)	on May 1, 2008 issued its DB
                                         Commodity Double Short Exchange Traded Notes due April 1, 2038, DB Commodity Double Long
                                         Exchange Traded Notes due April 1, 2038, DB Commodity Short



 




    


     


    

Exchange Traded Notes
due April 1, 2038 and DB Commodity Long Exchange Traded Notes due April 1, 2038 (the “Commodity ETNs,” and,
collectively with the Gold ETNs, the Agriculture ETNs, Base Metals ETNs and Crude Oil ETNs, the “ETNs”);


 


WHEREAS,
the Issuer desires to modify certain provisions of the ETNs to reduce the minimum number of ETNs a Holder must offer in order
to effect a repurchase by the Issuer on a specified day of each month;


 


WHEREAS,
Section 8.01(d) of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer and the Trustee
may enter into indentures supplemental to the Indenture for the purpose of, among other things, making any provisions as the Issuer
may deem necessary or desirable; provided that no such action shall adversely affect the interests of the Holders of the
Securities or Coupons;


 


WHEREAS,
the entry into this Fourth Supplemental Senior Indenture by the parties hereto is in all respects authorized by the provisions
of the Indenture; and


 


WHEREAS,
all things necessary to make this Fourth Supplemental Senior Indenture a valid indenture and agreement according to its terms
have been done;


 


NOW, THEREFORE:


 


In consideration
of the premises, the Issuer and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the respective
Holders from time to time of the Securities, including the ETNs, as follows:


 


Article
1 





Amendment
of the ETNs


 


Section 1.01.
Amendment of the ETNs. Effective 4:00 p.m. New York City time on March 15, 2016, the terms of the ETNs are hereby amended
in the following respects:


 


		(a)	The section in each of
the ETNs entitled “Other Provisions – Payment upon Repurchase” is hereby amended by inserting after the
end of the first sentence “, except that, on the 15th calendar day of each month (or, if such 15th calendar day is not a
Trading Day, the Trading Day immediately thereafter) a holder of the Securities may offer a minimum of 100 Securities (or an integral
multiple of 100 Securities in excess thereof), to the Issuer for repurchase. The minimum number of Securities a holder may offer
to the Issuer for repurchase and the minimum number of securities in excess thereof are referred to herein as the “Minimum
Repurchase



 




    2


     


    

Amount” and the
“Minimum Increment,” respectively. At any time, however, the Issuer shall have the sole discretion to reduce the then-current
Minimum Repurchase Amount and Minimum Increment for any period of time. Any such reduction shall be applied on a consistent basis
for all holders of the Securities at the time the reduction becomes effective”;



 


		(b)	For the Gold and Crude
Oil ETNs:



 


(i)
the section entitled “Repurchase Procedures” is hereby amended by replacing the phrase “at least 200,000
Securities (or an integral multiple of 50,000 Securities in excess thereof)” in the first and second paragraphs with “a
number of Securities at least equal to the then-current Minimum Repurchase Amount (or an integral multiple of the then-current
Minimum Increment in excess thereof)”; and


 


(ii) the
Form of Offer for Repurchase and the Broker’s Confirmation of Repurchase appended to each of the Gold ETNs
and Crude Oil ETNs are hereby amended by replacing the phrase “at least 200,000 ETNs or an integral multiple of 50,000 ETNs
in excess thereof” with “a number of Securities at least equal to the then-current Minimum Repurchase Amount or an
integral multiple of the then-current Minimum Increment in excess thereof”;


 


		(c)	For the Agriculture ETNs,
Base Metals ETNs and Commodity ETNs:



 


(i) the
section entitled “Repurchase Procedures” is hereby amended by replacing the phrase “at least 5,000 Securities
(or an integral multiple of 5,000 Securities in excess thereof)” in the first and second paragraphs with “a number
of ETNs at least equal to the then-current Minimum Repurchase Amount (or an integral multiple of the then-current Minimum Increment
in excess thereof)”; and


 


(ii) the
Form of Offer for Repurchase and the Broker’s Confirmation of Repurchase appended to each of the Agriculture
ETNs, Base Metals ETNs and Commodity ETNs are hereby amended by replacing the phrase “at least 5,000 ETNs or an integral
multiple of 5,000 ETNs in excess thereof” with “a number of ETNs at least equal to the then-current Minimum Repurchase
Amount or an integral multiple of the then-current Minimum Increment in excess thereof”.


 




    3


     


    

Article
2

Miscellaneous Provisions


 


Section 2.01.
Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Fourth Supplemental Senior
Indenture.


 


Section 2.02.
Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of
the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.


 


Section 2.03.
Terms Defined. All terms defined elsewhere in the Indenture shall have the same meanings when used herein.


 


Section 2.04.
Governing Law. This Fourth Supplemental Senior Indenture shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by
mandatory provisions of law.


 


Section 2.05.
Counterparts. This Fourth Supplemental Senior Indenture may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the same instrument.


 


Section 2.06.
Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency
of this Fourth Supplemental Senior Indenture or the ETNs.


 




    4


     


    

IN WITNESS
WHEREOF, the parties hereto have caused this Fourth Supplemental Senior Indenture to be duly executed, all as of March 15, 2016.


 









	 	DEUTSCHE BANK AKTIENGESELLSCHAFT	 
		 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Kevin O. Walsh	 
	 	 	Name:	Kevin O. Walsh	 
	 	 	Title:	Assistant Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Sean Rahavy	 
	 	 	Name:	Sean Rahavy	 
	 	 	Title:	Vice President	 




 


 


 













	 	

LAW DEBENTURE TRUST

COMPANY OF
NEW YORK,





TRUSTEE 




	 
		 	 	 	 
	 	 	 	 	 
	 	By:	/s/
    James D. Heaney	 
	 	 	Name:	James D. Heaney	 
	 	 	Title:	Managing Director	 




 


 


 












	 	DEUTSCHE BANK TRUST COMPANY

                    AMERICAS, as Paying Agent, Authenticating
Agent, Issuing Agent and Registrar
	 
		 	 	 	 
	 	 	 	 	 
	 	By:	 /s/ Chris Niesz	 
	 	 	Name:	Chris Niesz	 
	 	 	Title:	Assistant Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Kathryn Fischer	 
	 	 	Name:	Kathryn Fischer	 
	 	 	Title:	Assistant Vice President