EXHIBIT 4.3(a)


 


 


 


FIRST
SUPPLEMENTAL SENIOR DEBT FUNDING INDENTURE


 


AMONG


 


DEUTSCHE
BANK AKTIENGESELLSCHAFT


 


Issuer


 




AND



DELAWARE TRUST COMPANY

Trustee



AND






 


DEUTSCHE
BANK TRUST COMPANY AMERICAS  


Paying
Agent, Authenticating Agent, Issuing Agent and Registrar


 


DATED AS
OF MARCH 1, 2021


 


SUPPLEMENTAL
TO SENIOR DEBT FUNDING INDENTURE


 


DATED AS
OF JULY 30, 2018


 








 




     


     


    

THIS
FIRST SUPPLEMENTAL SENIOR DEBT FUNDING INDENTURE, dated as of March 1, 2021, among DEUTSCHE BANK AKTIENGESELLSCHAFT (the
“Issuer”), DELAWARE TRUST COMPANY, 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 Debt Funding Indenture, dated as of July 30, 2018, among
the Issuer, the Trustee and Deutsche Bank Trust Company Americas (the “Indenture”);


 


WHEREAS,
Section 9.01(c) 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,
there are no Securities Outstanding of any series created prior to the execution of this First Supplemental Senior Debt Funding
Indenture which are entitled to the benefit of the provisions set forth herein or would be adversely affected by such provisions;


 


WHEREAS,
the Issuer desires and the Trustee has agreed to amend Sections 2.03, 2.06, 6.01, 7.06, 10.01, 12.09, and 13.01 of the Indenture
with respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture;


 


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


 


WHEREAS,
all things necessary to make this First Supplemental Senior Debt Funding 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, as follows:


 




    2 


     


    

Article
1

Amendments to the Indenture


 


Section
1.01.   Amendment to Section 2.03 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt
Funding Indenture, Section 2.03 of the Indenture is hereby amended by:


 


(a)           deleting
the following text:


 


“The Securities
may be issued in one or more series and are intended to qualify as eligible liabilities instruments for the minimum requirement
for own funds and eligible liabilities as applicable to the Issuer.


 


The obligations under
the Securities constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and
with all other unsecured and unsubordinated obligations of the Issuer, subject, however, to statutory priorities conferred on
certain unsecured and unsubordinated obligations in the event of any Resolution Measures imposed on the Issuer or in the event
of the dissolution, liquidation, insolvency or composition of the Issuer, or if other proceedings are opened for the avoidance
of the insolvency of, or against, the Issuer; and pursuant to Section 46f(5) of the German Banking Act (Kreditwesengesetz),
the obligations under the Securities rank in priority to the Issuer’s obligations under any of its debt instruments (Schuldtitel)
within the meaning of Section 46f(6) sentence 1 of the German Banking Act (including the obligations under any such
debt instruments that were issued by the Issuer before July 21, 2018 and that are subject to Section 46f(9) of the German
Banking Act) or any successor provision.”


 


and replacing the deleted text
with the following:


 


“The Securities
may be issued in one or more series and are intended to qualify as eligible liabilities instruments within the meaning of Articles 72a,
72b(2) of Regulation (EU) No 575/2013 of the European Parliament and of the Council, as amended, supplemented or replaced
from time to time (the “CRR”), with the exception of point (d), for the minimum requirement for own funds and
eligible liabilities as applicable to the Issuer.


 


Status. The obligations
under the Securities constitute unsecured and unsubordinated obligations of the Issuer and shall rank pari passu among
themselves and with all other unsecured and unsubordinated obligations of the Issuer, subject, however, to statutory priorities
conferred on certain unsecured and unsubordinated obligations in the event of any Resolution


 




    3 


     


    

Measures imposed on
the Issuer or in the event of the dissolution, liquidation, insolvency or composition of the Issuer, or if other proceedings are
opened for the avoidance of the insolvency of, or against, the Issuer; in accordance with Section 46f(5) of the German Banking
Act (Kreditwesengesetz), the obligations of the Issuer under the Securities shall rank in priority to the Issuer’s
obligations under debt instruments (Schuldtitel) of the Issuer within the meaning of Section 46f(6) sentence 1
of the German Banking Act (Kreditwesengesetz) (including the obligations under any such debt instruments that were issued
by the Issuer before July 21, 2018 and that are subject to Section 46f(9) of the German Banking Act (Kreditwesengesetz))
or any successor provision, this includes eligible liabilities within the meaning of Articles 72a and 72b(2) CRR.”;


 


(b)           deleting
Section 2.03(b) of the Indenture, which reads as follows, in its entirety:


 


“the
qualification of the Securities of the series as eligible liabilities for bank regulatory purposes;”


 


and replacing
the deleted text with the following:


 


“[intentionally
omitted];”; and


 


(c)           adding
the following paragraph after the current third paragraph and before the current fourth paragraph:


 


“No
subsequent agreement may enhance the seniority of the Issuer’s obligations under the Securities or shorten the term of any
of the Securities or any applicable notice period. No Holder may set off its claims arising under the Securities against any claims
of the Issuer. No security or guarantee shall be provided at any time securing claims of the Holders under the Securities; any
security or guarantee already provided or granted in the future in connection with other liabilities of the Issuer may not be
used for claims under the Securities.”


 


Section
1.02.   Amendment to Section 2.06 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture, the first sentence in Section 2.06 of the Indenture, which read as follows, shall be deleted:


 


“Only
such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed
by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose.”


 




    4 


     


    

and shall be
replaced with the following:


 


“Only
such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed
by the Trustee by the manual or electronic signature (including any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) of one of its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose.”


 


Section
1.03.   Amendment to Section 6.01 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture, Section 6.01 of the Indenture is hereby amended by:


 


(a)           deleting
Section 6.01(a)(ii) of the Indenture, which reads as follows, in its entirety:


 


“convert
the Securities into ordinary shares of (i) the Issuer or (ii) any group entity or (iii) any bridge bank or other instruments of
ownership of such entities qualifying as common equity tier one capital (and issue to or confer on the Holders (including the
Beneficial Owners) such ordinary shares or instruments); and/or”


 


and replacing
the deleted text with the following:


 


“convert
the Securities into ordinary shares of (A) the Issuer or (B) any group entity or (C) any bridge bank or other instruments of ownership
of such entities qualifying as common equity tier one capital (and the issue to or conferral on the Holders (including the Beneficial
Owners) of such ordinary shares or instruments); and/or”; and


 


(b)           deleting
the following language in Section 6.01 of the Indenture, which reads as follows, in its entirety:


 


“The
Issuer’s obligations to indemnify the Trustee and the Agents in accordance with Sections ‎7.02 and ‎7.06, and to
the extent applicable, the obligations of the Holders to indemnify the Trustee and the Agents under this Indenture shall survive
the imposition of a Resolution Measure by the competent resolution authority with respect to the Securities.”


 


and replacing
the deleted text with the following:


 


“Any
obligations of the Holders to indemnify the Trustee and the Agents under this Indenture shall survive the imposition of a Resolution
Measure by the competent resolution authority with respect to the Issuer or the


 




    5 


     


    

Securities. To the
extent not otherwise precluded by a Resolution Measure, the Issuer’s obligations to indemnify the Trustee and the Agents
in accordance with Sections 7.02 and 7.06 shall survive the imposition of a Resolution Measure by the competent resolution authority
with respect to the Issuer or the Securities.”


 


Section
1.04.   Amendment to Section 7.06 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture, Section 7.06 of the Indenture is hereby amended by deleting the following language in Section 7.06, which read as follows,
in its entirety:


 


“Such
additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the
Trustee or Agent as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the
Securities are hereby subordinated to such senior claim. The Issuer’s payment obligations pursuant to this Section and any
lien arising hereunder shall survive the discharge of this Indenture and the resignation or removal of the Trustee or Agent. When
the Trustee or Agent incurs expenses after the occurrence of an Event of Default with respect to the Issuer, the expenses are
intended to constitute expenses of administration under any bankruptcy or insolvency law.”


 


and replacing
the deleted text with the following:


 


“Consistent
with Section 5.03, the Trustee shall have a right prior to the Holders to any funds held or collected by the Trustee or Agent,
except funds held in trust for the benefit of the Holders of particular Securities or Coupons. The Issuer’s payment obligations
pursuant to this Section and any right to payment arising hereunder shall survive the discharge of this Indenture and the resignation
or removal of the Trustee or Agent.”


 


Section
1.05.   Amendment to Section 10.01 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture, the first paragraph of Section 10.01 of the Indenture, which reads as follows, shall be deleted in its entirety:


 


“In
case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any
other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets
of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been
named herein; provided that no such succession or substitution shall occur unless (i) it is effected in a manner as prescribed
by applicable


 




    6 


     


    

laws and regulations
and the competent supervisory or resolution authority has raised no objection to such succession or substitution, and (ii) the
Trustee has received an Officer’s Certificate and Opinion of Counsel each stating that the conditions set forth in clause
(i) have been satisfied. Such successor corporation may, subject to all the terms, conditions and limitations provided in this
Indenture, cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any
or all holders of the Securities issuable hereunder which together with any Coupons appertaining thereto theretofore shall not
have been signed by the Issuer and delivered to the Trustee; upon an Issuer Order of such successor corporation, instead of the
Issuer, the Trustee shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously
shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which
such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities
so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.”


 


and shall be
replaced with the following:


 


“In
case of any merger or consolidation or sale, lease or conveyance of all or substantially all of the Issuer’s assets to any
other Person, the successor legal entity or the Person which acquires by sale, lease or conveyance substantially all the assets
of the Issuer (if other than the Issuer) may succeed to and be substituted for the Issuer, with the same effect as if it had been
named herein; provided that no such succession or substitution shall occur unless (i) it is effected in a manner as prescribed
by applicable laws and regulations and the competent supervisory or resolution authority has raised no objection to or has approved
of, as the case may be, such succession or substitution, and (ii) the Trustee has received an Officer’s Certificate and
Opinion of Counsel each stating that the conditions set forth in clause (i) have been satisfied. Such successor corporation may,
subject to all the terms, conditions and limitations provided in this Indenture, cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all holders of the Securities issuable hereunder which together
with any Coupons appertaining thereto theretofore shall not have been signed by the Issuer and delivered to the Trustee; upon
an Issuer Order of such successor corporation, instead of the Issuer, the Trustee shall authenticate and shall deliver any Securities
together with any Coupons appertaining thereto


 




    7 


     


    

which previously shall
have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities
so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank, be subject to the imposition
of Resolution Measures, and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.”


 


Section
1.06.   Amendment to Section 12.09 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture, Section 12.09 of the Indenture is hereby amended by adding the following paragraph after the first sentence:


 


“Counterparts
may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective as delivery of a manually executed counterpart of this Indenture. Each of
the parties to this Indenture represents that it has undertaken commercially reasonable steps to verify the identity of each individual
person executing any such counterparts via electronic signature on behalf of such party and has and will maintain sufficient records
of the same. This Indenture shall become effective when each party shall have received a counterpart hereof signed by all of the
other parties to this Indenture.”


 


Section
1.07.   Amendment to Section 13.01 of the Indenture.
With respect to the Securities to be issued under the Indenture on or after the date of this First Supplemental Senior Debt Funding
Indenture, Section 13.01 of the Indenture, which reads as follows, shall be deleted in its entirety:


 


“The
provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity. Any
redemption of Securities of any series prior to their stated maturity shall be subject to (i) receipt by the Issuer of prior written
approval of the competent authority, if then required under applicable law, capital adequacy guidelines, regulations or policies
of such competent authority; and (ii) compliance with any other regulatory requirements. If the Securities are redeemed without
prior written approval of such competent authority, then the amounts paid on the Securities must be returned to the Issuer irrespective
of any agreement to the contrary.”


 




    8 


     


    

and shall be
replaced with the following:


 


“The
provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity. Any
redemption of Securities of any series prior to their stated maturity shall be subject to (i) receipt by the Issuer of prior written
approval of the competent authority; and (ii) compliance with any other regulatory requirements. If the Securities are redeemed
without prior written approval of such competent authority, then the amounts paid on the Securities must be returned to the Issuer
irrespective of any agreement to the contrary.”


 


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 First Supplemental Senior
Debt Funding 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 First Supplemental Senior Debt Funding 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 First Supplemental Senior Debt Funding 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. Counterparts may
be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective as delivery of a manually executed counterpart of this First Supplemental
Senior Debt Funding Indenture. Each of the parties to this First Supplemental Senior Debt Funding Indenture represents that it
has undertaken commercially reasonable steps to verify the identity of each individual person executing any such counterparts
via electronic signature on


 




    9 


     


    

behalf of such party and has
and will maintain sufficient records of the same. This First Supplemental Senior Debt Funding Indenture shall become effective
when each party shall have received a counterpart hereof signed by all of the other parties to this First Supplemental Senior
Debt Funding Indenture.


 


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 First Supplemental Senior Debt Funding Indenture or the Securities.


 


[SIGNATURE
PAGE FOLLOWS]


 




    10 


     


    

IN WITNESS
WHEREOF, the parties hereto have caused this First Supplemental Senior Debt Funding Indenture to be duly executed, all as of the
date first written above.


 


 


 


	 	 	 	DEUTSCHE BANK AKTIENGESELLSCHAFT	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Jonathan Blake	 
	 	 	 	 	Name:	Jonathan
    Blake	 
	 	 	 	 	Title:	Managing Director	 
	 	 	 	 	 	 	 





 


	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Thomas Rueckert	 
	 	 	 	 	Name:	Thomas
    Rueckert	 
	 	 	 	 	Title:	Vice
    President	 
	 	 	 	 	 	 	 








 


	 	 	 	DELAWARE TRUST COMPANY, as Trustee	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Thomas Musarra	 
	 	 	 	 	Name:	Thomas
    Musarra	 
	 	 	 	 	Title:	Vice
    President	 
	 	 	 	 	 	 	 



 







	 	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent,
    Authenticating Agent, Issuing Agent and Registrar	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
    Chris Niesz	 
	 	 	 	 	Name:	Chris Niesz	 
	 	 	 	 	Title:	Vice President	 
	 	 	 	 	 	 	 


	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Kathryn Fischer	 
	 	 	 	 	Name:	Kathryn Fischer	 
	 	 	 	 	Title:	Vice President