EXHIBIT 1-d
ABN AMRO BANK N.V.
Global Medium-Term Notes, Series B
Fully and Unconditionally Guaranteed by
ABN AMRO Holding N.V.
EURO DISTRIBUTION AGREEMENT
___________, 2000
ABN AMRO Incorporated
[Other Agents]
c/o ABN AMRO Incorporated
1325 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs and Mesdames:
Each of ABN AMRO Bank N.V., a public limited liability company
incorporated under the laws of The Netherlands (the "Bank"), and ABN AMRO
Holding N.V., a public limited company incorporated under the laws of the
Netherlands ("Holding") confirms its agreement with ABN AMRO Incorporated and
the other Agents listed above (the "Agents") with respect to the issue and sale
from time to time by the Bank primarily outside of the United States of up to
$500,000,000 (or the equivalent thereof in one or more foreign currencies)
aggregate initial public offering price of its Global Medium-Term Notes, Series
B, due more than 9 months from the date of issue (the "Notes") fully and
unconditionally guaranteed by Holding (the "Guarantee"), subject to reduction as
a result of the sale by the Bank of (i) Global Medium-Term Notes, Series A, to
be sold primarily inside the United States, and (ii) any other debt securities
sold pursuant to the Bank's Registration Statement No. 333-49198. The Notes and
the Guarantees are collectively referred to herein as the "Securities".
The Notes will be issued as senior indebtedness of the Bank pursuant to
the provisions of an indenture dated as of November 27, 2000, between the Bank
and The Chase Manhattan Bank, as trustee (the "Trustee") (as supplemented by
the First Supplemental Indenture dated as of September __, 2003 among the Bank,
the Trustee and Holding and as may be further supplemented or amended from time
to time, the "Indenture").
The Notes will be entitled to the benefit of the Guarantee as set forth
in the Indenture, pursuant to which Holding will guarantee any payments to be
made by the Bank on the Notes.
The Notes will have the maturities, interest rates, redemption
provisions, if any, and other terms as set forth in supplements to the Basic
Prospectus referred to below. The Company has initially appointed The Chase
Manhattan Bank, London Branch, at its principal office in London, as principal
paying agent (the "Principal Paying Agent") for the Notes.
The Notes will be issued in bearer form or in definitive registered
form without coupons (the "Registered Notes"). The Notes issued in bearer form
will be represented initially by a temporary global Note, which will be
delivered to a common depositary outside the United States for the operator of
the Euroclear System (the "Euroclear Operator"), Clearstream Banking, societe
anonyme ("Clearstream") or any other relevant clearing system. Beneficial
interests in a temporary global Note will be exchangeable for beneficial
interests in a permanent global Note. Beneficial interests in a permanent global
Note will be exchangeable in whole, but not in part, for definitive Notes in
bearer form, with interest coupons attached upon receipt of the Principal Paying
Agent of an initial request to so exchange by any holder of a beneficial
interest in such permanent global Note (such temporary global Note, permanent
global Note and definitive Notes in bearer form are collectively referred to as
the "Bearer Notes"), or, if the applicable Pricing Supplement so specifies, for
Registered Notes. As used in this Agreement, the term "Note" includes any
temporary global Note or permanent global Note issued pursuant to the Indenture.
The Bank hereby appoints you as its exclusive agent for the purpose of
soliciting and receiving offers to purchase Notes from the Bank by others and,
on the basis of the representations and warranties herein contained, but subject
to the terms and conditions herein set forth, you agree to use reasonable
efforts to solicit and receive offers to purchase Notes upon terms acceptable to
the Bank at such times and in such amounts as the Bank shall from time to time
specify. In addition, you may also purchase Notes as principal pursuant to the
terms of a terms agreement relating to such sale (a "Terms Agreement") in
accordance with the provisions of Section 2(b) hereof. Notes denominated,
payable in or indexed to Swiss Francs may only be offered and sold by the
Company through ABN AMRO Bank N.V., Zurich Branch, on an agency or principal
basis, and ABN
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AMRO Bank N.V., Zurich Branch, agrees to notify the Swiss National Bank prior
to the issuance of any such Notes.
The Bank and Holding have filed with the Securities and Exchange
Commission (the "Commission") a registration statement, including a prospectus,
relating to the Securities. Such registration statement, including the exhibits
thereto, as amended at the Commencement Date (as hereinafter defined), is
hereinafter referred to as the "Registration Statement." The Bank and Holding
propose to file with the Commission from time to time, pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Securities Act"), supplements
to the prospectus included in the Registration Statement that will describe
certain terms of the Notes. The prospectus in the form in which it appears in
the Registration Statement is hereinafter referred to as the "Basic Prospectus."
The term "Prospectus" means the Basic Prospectus together with the prospectus
supplement or supplements (each a "Prospectus Supplement") specifically relating
to the Notes, as filed with, or transmitted for filing to, the Commission
pursuant to Rule 424. As used herein, the terms "Basic Prospectus" and
"Prospectus" shall include in each case the documents, if any, incorporated by
reference therein. The terms "supplement," "amendment" and "amend" as used
herein shall include all documents deemed to be incorporated by reference in the
Prospectus that are filed subsequent to the date of the Basic Prospectus by the
Bank and Holding with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"). If the Bank has filed an abbreviated
registration statement to register additional Securities pursuant to Rule 462(b)
under the Securities Act (the "Rule 462 Registration Statement"), then any
reference herein to the term "Registration Statement" shall be deemed to include
such Rule 462 Registration Statement.
1. Representations and Warranties. The Bank and Holding represent and
warrant to and agree with you as of the Commencement Date, as of each date on
which you solicit offers to purchase Notes, as of each date on which the Bank
accepts an offer to purchase Notes (including any purchase by you as principal
pursuant to a Terms Agreement), as of each date the Bank issues and delivers
Notes and as of each date the Registration Statement or the Basic Prospectus is
amended or supplemented, as follows (it being understood that such
representations, warranties and agreements shall be deemed to relate to the
Registration Statement, the Basic Prospectus and the Prospectus, each as amended
or supplemented to each such date):
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by the Commission.
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(b) (i) Each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Prospectus complied or will
comply when so filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, (ii) each part of
the Registration Statement, when such part became effective, did not contain and
each such part, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading,
(iii) the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
except that (1) the representations and warranties set forth in this Section
1(b) do not apply (A) to statements or omissions in the Registration Statement
or the Prospectus based upon information relating to you furnished to the Bank
in writing by you expressly for use therein or (B) to that part of the
Registration Statement that constitutes the Statement of Eligibility (Form T-1)
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
of the Trustee and (2) the representations and warranties set forth in clauses
(ii), (iii) and (iv) above, when made as of the Commencement Date or as of any
date on which you solicit offers to purchase Notes or on which the Bank accepts
an offer to purchase Notes, shall be deemed not to cover information concerning
an offering of particular Notes to the extent such information will be set forth
in a supplement to the Basic Prospectus.
(c) Each of the Bank and Holding has been duly created and is validly
existing as a limited liability company incorporated under the laws of The
Netherlands and has the power and authority (corporate and other) to own its
properties and conduct its businesses as described in the Prospectus.
(d) Each subsidiary of the Bank and of Holding has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation (where such legal concept has
relevance), has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material
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adverse effect on the Bank and its subsidiaries, taken as a whole or on Holding
and its subsidiaries, taken as a whole, as the case may be.
(e) Each of this Agreement and any applicable Written Terms Agreement
(as hereinafter defined) has been duly authorized, executed and delivered by the
Bank and Holding.
(f) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Bank and Holding
and is a valid and binding agreement of the Bank and Holding, enforceable in
accordance with its terms except as the enforceability thereof (i) may be
limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and (ii) is subject to
general principles of equity, regardless of whether such enforceability is
considered at a proceeding in equity or at law.
(g) The forms of Notes have been duly authorized and established in
conformity with the provisions of the Indenture and, when the Notes have been
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and duly paid for by the purchasers thereof, the Notes will be
entitled to the benefits of the Indenture and will be valid and binding
obligations of the Bank, enforceable in accordance with their respective terms
except as the enforceability thereof (i) may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting creditors' rights generally and (ii) is subject to general principles
of equity, regardless of whether such enforceability is considered at a
proceeding in equity or at law.
(h) The forms of Guarantees have been duly authorized and established
in conformity with the provisions of the Indenture and, when Notes have been
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and duly paid for by the purchasers thereof, the Guarantees
will be entitled to the benefits of the Indenture and will be valid and binding
obligations of Holding, enforceable in accordance with their respective terms
except as the enforceability thereof (i) may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting creditors' rights generally and (ii) is subject to general principles
of equity, regardless of whether such enforceability is considered at a
proceeding in equity or at law.
(i) The execution and delivery by the Bank and Holding of this
Agreement, the Notes, the Indenture and any applicable Written Terms Agreement
and the performance by the Bank of its obligations under this Agreement, the
Securities, the Indenture, and any applicable Terms Agreement will not
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contravene any provision of applicable law or the articles of association of the
Bank or Holding or any agreement or other instrument binding upon the Bank or
any of its subsidiaries that is material to the Bank and its subsidiaries, taken
as a whole, or Holding or any of its subsidiaries that is material to Holding
and its subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Bank or Holding
or any subsidiary, and no consent, approval, authorization or order of, or
qualification with, any governmental body or agency is required for the
performance by the Bank of its obligations under this Agreement, the Notes, the
Indenture, and any applicable Terms Agreement, except such as may be required by
the securities or Blue Sky laws of the various states in connection with the
offer and sale of the Notes; provided, however, that no representation is made
or warranty given as to whether the purchase of the Notes constitutes a
"prohibited transaction" under Section 406 of the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code
of 1986, as amended.
(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the Bank
and its subsidiaries, taken as a whole, or of Holdings and its subsidiaries,
taken as a whole from that set forth in the Prospectus.
(k) There are no legal or governmental proceedings pending or
threatened to which the Bank or any of its subsidiaries or Holding or any of its
subsidiaries is a party or to which any of the properties of the Bank or any of
its subsidiaries or Holding or any of its subsidiaries is subject that are
required to be described in the Registration Statement or the Prospectus and are
not so described or any statutes, regulations, contracts or other documents that
are required to be described in the Registration Statement or the Prospectus or
to be filed or incorporated by reference as exhibits to the Registration
Statement that are not described, filed or incorporated as required.
(l) Each of the Bank and its subsidiaries and Holding and its
subsidiaries has all necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all declarations and filings
with, all federal, state, local and other governmental authorities, all
self-regulatory organizations and all courts and other tribunals, to own, lease,
license and use its properties and assets and to conduct its business in the
manner described in the Prospectus, except to the extent that the failure to
obtain or file would not have a material adverse effect on the Bank and its
subsidiaries, taken as a whole or on Holding and its subsidiaries, taken as a
whole.
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(m) Each of ABN AMRO Incorporated, ABN AMRO Rothschild LLC, and ABN
AMRO Financial Services, Inc. is registered as a broker-dealer and investment
adviser with the Commission, is registered with the Commodity Futures Trading
Commission as a futures commission merchant and is a member of the New York
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
(n) Each of the Bank and Holdings is not, and after giving effect to
the offering and sale of the Notes and the application of the proceeds thereof
as described in the Prospectus, will not be required to register as, an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.
Notwithstanding the foregoing, it is understood and agreed that the
representations and warranties set forth in Section 1(b)(ii), (iii) and (iv),
1(g) 1(h) (except as to due authorization of the Notes and the Guarantees) and
1(i), when made as of the Commencement Date, or as of any date on which you
solicit offers to purchase Notes, with respect to any Notes the payments of
principal or interest on which, or any other payments with respect to which,
will be determined by reference to one or more currency exchange rates,
commodity prices, securities of entities unaffiliated with the Bank, baskets of
such securities, equity indices or other factors, shall be deemed not to address
the application of the Commodity Exchange Act, as amended, or the rules,
regulations or interpretations of the Commodity Futures Trading Commission.
2. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. In connection with your actions as agent
hereunder, you agree to use reasonable efforts to solicit offers to purchase
Notes upon the terms and conditions set forth in the Prospectus as then amended
or supplemented.
The Bank reserves the right, in its sole discretion, to instruct you to
suspend at any time, for any period of time or permanently, the solicitation of
offers to purchase Notes. Upon receipt of at least one business day's prior
notice from the Bank, you will forthwith suspend solicitations of offers to
purchase Notes from the Bank until such time as the Bank has advised you that
such solicitation may be resumed. While such solicitation is suspended, the Bank
shall not be required to deliver any certificates, opinions or letters in
accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the
Registration Statement or Prospectus is amended or supplemented during the
period of suspension (other than by an amendment or supplement providing solely
for (i) a change in the interest rates, redemption provisions or maturities
offered on the Notes, or (ii) for
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a change you deem to be immaterial), you shall not be required to resume
soliciting offers to purchase Notes until the Bank has delivered such
certificates, opinions and letters as you may request.
The Bank agrees to pay to you, as consideration for the sale of each
security resulting from a solicitation made or an offer to purchase received by
you, a commission in the form of a discount from the purchase price of such
security equal to between 1% and 4% (depending upon such Note's maturity) of the
principal amount of such Note (provided that the commission for Notes having a
maturity of 30 years or greater will be negotiated) or such other discount as
may be specified in the Prospectus Supplement relating to such Note.
You shall communicate to the Bank, orally or in writing, each offer to
purchase Notes received by you as agent that in your judgment should be
considered by the Bank. The Bank shall have the sole right to accept offers to
purchase Notes and may reject any offer in whole or in part. You shall have the
right to reject any offer to purchase Notes that you consider to be
unacceptable, and any such rejection shall not be deemed a breach of your
agreements contained herein. The procedural details relating to the issue and
delivery of Notes sold by you as agent and the payment therefor shall be as set
forth in the Administrative Procedures (as hereinafter defined).
(b) Purchases as Principal. Each sale of Notes to you as principal
shall be made in accordance with the terms of this Agreement. In connection with
each such sale, the Bank will enter into a Terms Agreement that will provide for
the sale of such Notes to and the purchase thereof by you. Each Terms Agreement
will take the form of either (i) a written agreement between you, the Bank and
Holding, which may be substantially in the form of Exhibit A hereto (a "Written
Terms Agreement"), or (ii) an oral agreement between you and the Bank confirmed
in writing by you to the Bank.
Your commitment to purchase Notes as principal pursuant to a Terms
Agreement shall be deemed to have been made on the basis of the representations
and warranties of the Bank herein contained and shall be subject to the terms
and conditions herein set forth. Each Note Terms Agreement shall specify the
principal amount of Notes to be purchased by you pursuant thereto, the maturity
date of such Notes, the price to be paid to the Bank for such Notes, the
interest rate and interest rate formula, if any, applicable to such Notes and
any other terms of such Notes. Each such Terms Agreement may also specify any
requirements for officers' certificates, opinions of counsel and letters from
the independent auditors of the Bank and Holding pursuant to Section 4 hereof. A
Terms Agreement may also specify certain provisions relating to the reoffering
of such Notes, as the case may be, by you.
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Each Terms Agreement shall specify the time and place of delivery of
and payment for such Notes, as the case may be. Unless otherwise specified in a
Terms Agreement, the procedural details relating to the issue and delivery of
Notes purchased by you as principal and the payment therefor shall be as set
forth in the Administrative Procedures. Each date of delivery of and payment for
Notes to be purchased by you as principal pursuant to a Terms Agreement, as the
case may be, is referred to herein as a "Settlement Date."
Unless otherwise specified in a Terms Agreement, if you are purchasing
Notes, as principal you may resell such Notes to other dealers. Any such sales
may be at a discount, which shall not exceed the amount set forth in the
Prospectus Supplement relating to such Notes.
(c) Administrative Procedures. You and the Bank agree to perform the
respective duties and obligations specifically provided to be performed in the
Global Medium-Term Notes, Series B, Administrative Procedures (attached hereto
as Exhibit B) (the "Administrative Procedures"), as amended from time to time.
The Administrative Procedures may be amended only by written agreement of the
Bank and you.
(d) Delivery. The documents required to be delivered by Section 4 of
this Agreement as a condition precedent to your obligation to begin soliciting
offers to purchase Notes as agent of the Bank shall be delivered at the office
of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, not later than 4:00 p.m., New York time, on the date
hereof, or at such other time and/or place as you and the Bank may agree upon in
writing, but in no event later than the day prior to the earlier of (i) the date
on which you begin soliciting offers to purchase Notes and (ii) the first date
on which the Bank accepts any offer by you to purchase Notes as principal. The
date of delivery of such documents is referred to herein as the "Commencement
Date."
3. Agreements. Each of the Bank and Holding agrees with you that:
(a) Prior to the termination of the offering of the Notes pursuant to
this Agreement or any Terms Agreement, the Bank and Holding will not file any
Prospectus Supplement relating to the Notes or any amendment to the Registration
Statement unless the Bank or Holding has previously furnished to you a copy
thereof for your review and will not file any such proposed supplement or
amendment to which you reasonably object; provided, however, that the foregoing
requirement shall not apply to any of the Bank's or Holding's periodic filings
with the Commission required to be filed pursuant to Section 13(a), 13(c),
13(f), 14 or 15(d) of the Exchange Act, copies of which filings the Bank or
Holding, as the case may be, will cause to be delivered to you promptly after
being transmitted for filing with the Commission. Subject to the foregoing
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sentence, the Bank and Holding will promptly cause each Prospectus Supplement to
be filed with or transmitted for filing to the Commission in accordance with
Rule 424(b) under the Securities Act. The Bank or Holding will promptly advise
you (i) of the filing of any amendment or supplement to the Basic Prospectus,
(ii) of the filing and effectiveness of any amendment to the Registration
Statement, (iii) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Basic Prospectus or
for any additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose, (v) of the
receipt by the Bank or Holding of any notification with respect to the
suspension of the qualification of the Notes for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (vi) of the
issuance by any non-United States regulatory authority of any request for
information relating to the Notes or suspension of the listing of the Notes on
any stock exchange on which the Notes are then listed. Each of the Bank and
Holding will use its reasonable best efforts to prevent the issuance of any such
stop order or notice of suspension of qualification or listing and, if issued,
to obtain as soon as practicable the withdrawal thereof. If the Basic Prospectus
is amended or supplemented as a result of the filing under the Exchange Act of
any document incorporated by reference in the Prospectus, you shall not be
obligated to solicit offers to purchase Notes so long as you are not reasonably
satisfied with such document.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Securities Act or made available to
purchasers of the Notes, any event occurs or condition exists as a result of
which the Prospectus, as then amended or supplemented, would include an untrue
statement of a material fact, or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances when the
Prospectus, as then amended or supplemented, is delivered to a purchaser, not
misleading, or if, in your opinion or in the opinion of the Bank and Holding, it
is necessary at any time to amend or supplement the Prospectus, as then amended
or supplemented, to comply with applicable law, the Bank or Holding will
immediately notify you by telephone (with confirmation in writing) to suspend
solicitation of offers to purchase Notes and, if so notified by the Bank or
Holding, you shall forthwith suspend such solicitation and cease using the
Prospectus, as then amended or supplemented. If the Bank and Holding shall
decide to amend or supplement the Registration Statement or Prospectus, as then
amended or supplemented, the Bank or Holding shall so advise you promptly by
telephone (with confirmation in writing) and, at its expense, shall prepare and
cause to be filed promptly with the Commission an amendment or supplement to the
Registration Statement or Prospectus, as then amended or supplemented,
satisfactory in all respects to you, that will correct such statement or
omission or effect such compliance and will supply such amended or
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supplemented Prospectus to you in such quantities as you may reasonably request.
If any documents, certificates, opinions and letters furnished to you pursuant
to paragraph (f) below and Sections 5(a), 5(b) and 5(c) in connection with the
preparation and filing of such amendment or supplement are satisfactory in all
respects to you, upon the filing with the Commission of such amendment or
supplement to the Prospectus or upon the effectiveness of an amendment to the
Registration Statement, you will resume the solicitation of offers to purchase
Notes hereunder. Notwithstanding any other provision of this Section 3(b), until
the distribution of any Notes you may own as principal has been completed, if
any event described above in this paragraph (b) occurs, the Bank and Holding
will, at their own expense, forthwith prepare and cause to be filed as soon as
practicable with the Commission an amendment or supplement to the Registration
Statement or Prospectus, as then amended or supplemented, satisfactory in all
respects to you, will supply such amended or supplemented Prospectus to you in
such quantities as you may reasonably request and shall furnish to you pursuant
to paragraph (f) below and Sections 5(a), 5(b) and 5(c) such documents,
certificates, opinions and letters as you may request in connection with the
preparation and filing of such amendment or supplement.
(c) Each of the Bank and Holding will make generally available to its
security holders and to you as soon as practicable earning statements that
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder covering twelve month periods
beginning, in each case, on the earlier of January 1, or July 1 with respect to
each sale of Notes.
(d) The Bank and Holding will furnish to you, without charge, (i) a
signed copy of the Registration Statement, including exhibits and all amendments
thereto, and as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto as you may
reasonably request and (ii) in connection with any purchase of Notes pursuant to
a Terms Agreement or solicitation of an offer to purchase Notes that is accepted
by the Bank, prior to 10:00 a.m. New York City time on the business day next
succeeding the date of such Terms Agreement or the acceptance of such offer, as
many copies of the Prospectus, as then amended or supplemented (including the
Prospectus Supplement relating to the Notes to be purchased pursuant to such
Terms Agreement or accepted offer), as you may reasonably request.
(e) During the term of this Agreement, the Bank and Holding shall
furnish to you such relevant documents and certificates of officers of the Bank
relating to the business, operations and affairs of the Bank or Holding, as the
case may be, the Registration Statement, the Basic Prospectus, any amendments or
supplements thereto, the Indenture, the Notes, the Guarantees, this Agreement,
the Administrative Procedures, any Terms Agreement and the performance by the
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Bank of its obligations and Holding of its obligations hereunder or thereunder
as you may from time to time reasonably request.
(f) The Bank shall notify you promptly in writing of any downgrading,
or of its receipt of any notice of any intended or potential downgrading or of
any review for possible change that does not indicate the direction of the
possible change, in the rating accorded the Bank or any of the Bank's securities
by any "nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act.
(g) The Bank will, whether or not any sale of Notes is consummated,
pay all expenses incident to the performance of its obligations under this
Agreement and any Terms Agreement, including: (i) the preparation and filing of
the Registration Statement and the Prospectus and all amendments and supplements
thereto, (ii) the preparation, issuance and delivery of the Notes, (iii) the
fees and disbursements of the Bank's and Holding's counsel and accountants, of
the Trustees and their counsel, and of the Principal Paying Agent and its
counsel and any paying agent for the Notes appointed by the Bank, (iv) the fees
and expenses incurred with respect to listing the Series B Notes, if listed, on
[the London Stock Exchange/Euronext Amsterdam N.V.] or on another stock exchange
or exchanges if so required by Section 3(j), (v) the printing and delivery to
you in quantities as hereinabove stated of copies of the Registration Statement
and all amendments thereto and of the Prospectus and any amendments or
supplements thereto, (vi) the printing and delivery to you of copies of the
Indenture, and any Blue Sky or Legal Investment Memoranda, (vii) any fees
charged by rating agencies for the rating of the Notes, (viii) the fees and
expenses, if any, incurred with respect to any filing with the National
Association of Securities Dealers, Inc., (ix) the fees and disbursements of your
counsel incurred in connection with the offering and sale of the Notes,
including any opinions to be rendered by such counsel hereunder, and (x) any
reasonable out-of-pocket expenses incurred by you; provided that any advertising
expenses incurred by you shall have been approved by the Bank.
(h) During the period beginning on the date of any Terms Agreement and
continuing to and including the Settlement Date with respect to such Terms
Agreement, the Bank will not, without your prior consent, offer, sell, contract
to sell or otherwise dispose of any debt securities of the Bank substantially
similar to the Notes set forth in such Terms Agreement (other than (A) the Notes
that are to be sold pursuant to such Terms Agreement, (B) Notes previously
agreed to be sold by the Bank and (C) commercial paper issued in the ordinary
course of business).
(i) The Bank and Holding will indemnify and hold you harmless against
any documentary, stamp or similar transfer or issue tax, including any
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interest and penalties, on the issue of the Notes in accordance with the terms
of this Agreement, on the execution and delivery of this Agreement, any Written
Notes Terms Agreement and on the exchange of any temporary global Notes for
definitive Notes or permanent global Notes or on the exchange of any permanent
global bearer Notes for definitive bearer Notes, that are or may be required to
be paid under the laws of the United Kingdom, the United States or any political
subdivision or taxing authority thereof or therein.
(j) In connection with any application to list the Series B Notes on
the London Stock Exchange, the Bank and Holding will furnish from time to time
any and all documents, instruments, information and undertakings and publish all
advertisements or other material that may be necessary in order to effect such
listing and will maintain such listing until none of the Series B Notes is
outstanding or until such time as payment of principal, premium, if any, and
interest in respect of all the Series B Notes has been duly provided for,
whichever is earlier. In addition, for so long as the Series B Notes are listed
on a stock exchange and such exchange so requires, the Bank will maintain in
London, or in such other place as the Series B Notes are listed (if the Series B
Notes are no longer listed on the London Stock Exchange), a paying agent in
respect of the Series B Notes, as required.
4. Conditions of the Obligations of the Agent. Your obligation to
solicit offers to purchase Notes as agent of the Bank, your obligation to
purchase Notes as principal pursuant to any Terms Agreement and the obligation
of any other purchaser to purchase Notes will be subject to the accuracy of the
representations and warranties on the part of the Bank and Holding herein, to
the accuracy of the statements of the Bank's officers and of Holding's officers
made in each certificate furnished pursuant to the provisions hereof and to the
performance and observance by the Bank and Holding of all covenants and
agreements herein contained on its part to be performed and observed (in the
case of your obligation to solicit offers to purchase Notes, at the time of such
solicitation, and, in the case of your or any other purchaser's obligation to
purchase Notes, at the time the Bank accepts the offer to purchase such Notes
and at the time of issuance and delivery) and (in each case) to the following
additional conditions precedent when and as specified below:
(a) Prior to such solicitation or purchase, as the case may be:
(i) there shall not have occurred any change, or any development
involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations of the Bank and
its subsidiaries, taken as a whole, or Holding and its subsidiaries,
taken as a whole, from that set forth in the Prospectus, as amended or
supplemented at the time of
13
such solicitation or at the time such offer to purchase was made, that,
in your judgment, is material and adverse and that makes it, in your
judgment, impracticable to market the Notes on the terms and in the
manner contemplated by the Prospectus, as so amended or supplemented;
(ii) there shall not have occurred any of the following: (a) a
suspension or material limitation in trading in securities generally
on the New York Stock Exchange or the Euronext Amsterdam N.V.; (b) a
general moratorium on commercial banking activities in New York
declared by either Federal or New York State authorities or on
commercial banking activities in The Netherlands declared by Dutch
authorities; and (c) any outbreak or material escalation of
hostilities or other national or international calamity or crisis the
effect of which shall be such as to make it, in your judgment,
impracticable or inadvisable to proceed with the purchase of the Notes
by you on the terms and in the manner contemplated in the Prospectus;
and
(iii) there shall not have occurred any downgrading, nor shall
any notice have been given of any intended or potential downgrading or
of any review for a possible change that does not indicate the
direction of the possible change, in the rating accorded the Bank or
any of the Bank's securities or Holding or any of Holding's
subsidiaries by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act;
(A) except, in each case described in paragraph (i), (ii) or (iii)
above, as disclosed to you in writing by the Bank or Holding prior to
such solicitation or, in the case of a purchase of Notes, before the
offer to purchase such Notes was made or (B) the relevant event shall
have occurred and been known to you prior to such solicitation or, in
the case of a purchase of Notes, before the offer to purchase such
Notes was made.
(b) On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, you shall have received:
(i) The opinion, dated as of such date, of ▇▇▇▇▇▇▇▇ Chance Limited
Liability Partnership, special Dutch counsel to the Bank and Holding,
or of other counsel satisfactory to you and who may be an officer of
the Bank or Holding, as the case may be, to the effect that:
(A) the Bank is: (i) registered as a public limited
liability company with limited liability (naamloze
vennootschap), (ii) founded by Royal Decree No. 163 dated
March 29, 1824 and duly
14
incorporated by deed on February 7, 1825, (iii) validly
existing under the laws of The Netherlands, and (iv) licensed
as a credit institution (kredietinstelling) under the Act on
the Supervision of Credit Institutions (Wet Toezicht
Kredietwezen) ("ASCI") and registered as such in the register
as referred to in Article 52 of the ASCI. The Bank has:
(1) corporate power and corporate capacity to
execute and deliver the Indenture, the Notes, this
Agreement and any applicable Written Terms Agreement,
authorize the distribution of the Prospectus on its
behalf, undertake and perform the obligations
expressed to be assumed by it in the Indenture, the
Notes, this Agreement and any applicable Written
Terms Agreement (including the issue of the Notes);
and
(2) taken all internal corporate action required
by the Articles of Association and by Dutch corporate
law to authorize the form of the Notes and to
authorize, execute and deliver the Indenture, this
Agreement and any applicable Written Terms Agreement.
(B) Holding is: (i) registered as a public limited
liability company with limited liability (naamloze
vennootschap), (ii) [ ] duly incorporated on [ ], and (iii)
validly existing under the laws of The Netherlands. Holding
has:
(1) corporate power and corporate capacity to
execute and deliver the Indenture, this Agreement and
any applicable Written Terms Agreement, authorize the
distribution of the Prospectus on its behalf,
undertake and perform the obligations expressed to be
assumed by it in the Indenture, this Agreement and
any applicable Written Terms Agreement (including the
issue of the Notes); and
(2) taken all internal corporate action required
by the Articles of Association and by Dutch corporate
law to authorize, execute and deliver the Indenture,
this Agreement and any applicable Written Terms
Agreement.
(C) each of the Indenture, this Agreement and any
applicable Written Terms Agreement has been validly executed
on behalf of the Bank and Holding and constitutes the valid
and
15
legally binding obligations of the Bank and Holding,
enforceable in accordance with its terms.
(D) no authorisations, licences, approvals, orders or
consents, registrations, recordations or filings with any
court, governmental authority, bureau, official agency or body
in The Netherlands are required under the laws and regulations
of The Netherlands for (or in connection with):
(1) the creation, issue and offering of the
Notes in or from The Netherlands; or
(2) the distribution by or on behalf of the Bank
and Holding of the Prospectus; or
(3) the execution and delivery by the Bank and
Holding, as applicable, of the Indenture, the Notes,
this Agreement and any applicable Written Terms
Agreement and the performance of its obligations
thereunder; or
(4) the payment by each of the Bank or Holding,
as the case may be, when due, of all sums which it
may be liable to pay in respect of the Notes or under
the Indenture, this Agreement or any applicable
Written Terms Agreement in the currency in which they
are stated to be payable;
provided however, that with respect to (1) and (2) above, the
agent offering securities or distributing the Prospectus in or
from The Netherlands (whether electronically or otherwise)
will be licensed or exempt pursuant to Articles 7 and 10
inclusively of the Securities ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.
In themselves, none of the matters referred to in (D)(1)
through (D)(4) above, conflicts or will conflict with or
result in a breach of any provision of (or constitute a breach
of or default under):
(1) the Articles of Association; or
(2) any law or generally applicable
regulation of The Netherlands to which the Bank or
Holding is subject
16
which would make the Indenture, this Agreement or any
applicable Written Terms Agreement, or parts thereof, or the
Notes null and void or subject to avoidance or nullification
in The Netherlands.
(E) the statements in the Registration Statement, as then
amended or supplemented, under Item 15, first paragraph,
insofar as such statements constitute summaries of the legal
matters referred to therein, fairly summarize the matters
referred to therein.
(F) the agreement of the Bank and Holding that the
Indenture, the Notes, this Agreement and any applicable
Written Terms Agreement shall be governed by and construed in
accordance with the laws of the State of New York is legal,
valid and binding, and the courts of The Netherlands will
observe and give effect to the choice of the laws of the State
of New York as the law governing such documents in any
proceedings in relation to such documents, but when applying
the laws of the State of New York as the law governing such
documents, the courts of competent jurisdiction of The
Netherlands, if any, by virtue of the 1980 Rome Convention on
the Law Applicable to Contractual Obligations ( the "Rome
Convention"):
(1) may give effect to the mandatory rules of
law of another country with which the situation has a
close connection, if and insofar as, under the law of
the latter country, those rules must be applied
whatever the law applicable to such documents (a
limitation on the chosen law arising under article 7
(1) of the Rome Convention);
(2) will apply the law of The Netherlands in a
situation where it is mandatory irrespective of the
law otherwise applicable to such documents (a
limitation on the chosen laws arising under article 7
(2) of the Rome Convention);
(3) may refuse to apply the laws of the State of
New York if such application is manifestly
incompatible with the public policy of The
Netherlands (a limitation on the chosen laws arising
under article 16 of the Rome Convention); and
(4) shall have regard to the law of the country
in which performance takes place in relation to the
manner of
17
performance and the steps to be taken in the event of
defective performance (article 10(2) of the Rome
Convention).
(G) the submission by the Bank and Holding to the
exclusive jurisdiction of the courts in New York in respect of
any proceedings arising out of or in relation to the
Indenture, the Notes, this Agreement and any applicable
Written Terms Agreement is valid and legally binding upon the
Bank and Holding. Nevertheless, the president of a competent
District Court (Arrondissementsrechtbank) in The Netherlands,
in any matter where the plaintiff seeks provisional measures
in summary proceedings (kort geding) or levy a prejudgment
attachment, may assume jurisdiction notwithstanding a
contractual submission to jurisdiction; the waiver by the Bank
and Holding of any objection to the venue of a proceeding of a
New York Court is legal, valid and binding.
(H) when the Notes have been validly executed on behalf
of the Bank and, authenticated, delivered and paid for in
accordance with the terms of this Agreement and any applicable
Written Terms Agreement, they will constitute valid and
legally binding obligations of the Bank and the Guarantees
will constitute valid and legally binding obligations of
Holding enforceable in accordance with their respective terms.
Each of the Indenture, this Agreement and any applicable
Written Terms Agreement constitutes the valid and legally
binding obligation of the Bank and Holding, enforceable in
accordance with their respective terms.
(ii) The opinion, dated as of such date, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇,
United States counsel to the Bank and Holding, or of other counsel
satisfactory to you and who may be an officer of the Bank or Holding,
as the case may be, to the effect that:
(A) ABN AMRO Incorporated is validly existing as a
corporation in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power
and authority to own its property and to conduct its business
as described in the Prospectus, as amended or supplemented;
(B) The Bank is duly registered as a bank holding company
under the Bank Holding Company Act of 1956, as amended, and
the Bank is duly licensed by the New York State
18
banking authorities to engage in the business of banking in
the State of New York;
(C) the Indenture has been duly qualified under the Trust
Indenture Act and assuming that it has been duly authorized,
executed and delivered by the Bank and Holding, it is a valid
and binding agreement of the Bank and Holding, enforceable in
accordance with its terms except that (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally, (ii) the
enforceability thereof is subject to general principles of
equity, regardless of whether such enforceability is
considered at a proceeding in equity or at law and (iii) a
waiver of rights under any usury or stay law may be
unenforceable;
(D) assuming the forms of Notes have been duly authorized
by the Bank as a matter of Dutch law, the forms of Notes have
been duly authorized and established in conformity with the
provisions of the Indenture and, if the Notes had been
executed by the Bank and authenticated by the Trustee or its
duly appointed agent in accordance with the provisions of the
Indenture and delivered to and duly paid for by the purchasers
thereof on the date of such opinion, the Notes would be
entitled to the benefits of the Indenture and would be valid
and binding obligations of the Bank and the Guarantees would
be valid and binding obligations of Holding, enforceable in
accordance with their respective terms except (i) the
enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other
similar laws affecting creditors' rights generally, (ii) the
enforceability thereof is subject to general principles of
equity regardless of whether such enforceability is considered
at a proceeding in equity or at law, and (iii) a waiver of
rights under any usury or stay law may be unenforceable;
(E) the execution and delivery by the Bank and Holding of
the Notes, the Indenture, this Agreement and any applicable
Written Terms Agreement, as the case may be, and the
performance by each of the Bank and Holding of its obligations
under such agreements will not contravene any provision of
applicable U.S. Federal or New York State law and no consent,
approval, authorization or order of or qualification with any
U.S. Federal or New York State governmental body or agency is
required for the performance by each of the Bank and Holding
of
19
its obligations under this Agreement, the Notes, the Indenture
and any applicable Terms Agreement, except that no opinion is
expressed with respect to (i) the applicability of the
securities or Blue Sky laws of the various states in
connection with the offer and sale of the Notes, (ii) the
applicability of any commodities law, rule or regulation in
connection with the offer, sale, issuance or performance of
any Notes, the payment of principal or interest on which, or
any other payments with respect to which will be determined by
reference to one or more currencies, exchange rates, commodity
prices, securities of entities unaffiliated with the Bank or
Holding, baskets of such securities, equity indices or other
factors or (iii) whether the purchase of the Notes constitutes
a "prohibited transaction" under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, or Section
4975 of the Internal Revenue Code of 1986, as amended;
(F) the statements in the Prospectus, as then amended or
supplemented, under the captions "Description of Notes",
"Description of Debt Securities", "Plan of Distribution" and
"Forms of Securities-Limitations on Issuance of Bearer
Securities," in each case insofar as such statements
constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present in all
material respects the information called for with respect to
such legal matters, documents and proceedings;
(G) such counsel confirms (i) its opinion set forth in
the Supplemental Prospectus, under the caption, "United States
Federal Taxation" and (ii) that, subject to the qualifications
set forth therein, the discussion set forth in the
Supplemental Prospectus under such caption is an accurate
summary of the U.S. federal income tax matters described
therein;
(H) each of the Bank and Holding is not, and after giving
effect to the offering and sale of the Notes and the
application of the proceeds thereof as described in the
Prospectus, will not be required to register as, an
"investment company" as such term is defined in the Investment
Company Act of 1940, as amended;
(I) such counsel (1) believes that each document, if any,
filed pursuant to the Exchange Act and incorporated by
reference in the Prospectus as then amended or supplemented
(except as to financial statements and schedules and other
financial and
20
statistical data included therein as to which such counsel
need not express any opinion), complied when so filed as to
form in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder,
(2) has no reason to believe that any part of the Registration
Statement (except as to financial statements and schedules and
other financial and statistical data as to which such counsel
need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1
heretofore referred to), as then amended, if applicable, when
such part became effective contained, and the Registration
Statement (except as to financial statements and schedules and
other financial and statistical data included therein, as to
which such counsel need not express any belief and except for
the part of the Registration Statement that constitutes the
Form T- 1) as of the date such opinion is delivered, contains
any untrue statement of a material fact or omitted or omits to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (3)
believes that the Registration Statement and Prospectus, as
then amended or supplemented, if applicable (except for
financial statements and schedules and other financial and
statistical data included therein as to which such counsel
need not express any opinion), complied as to form in all
material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and (4) has
no reason to believe that the Prospectus, as then amended or
supplemented, if applicable (except for financial statements
and schedules and other financial and statistical data as to
which such counsel need not express any belief), as of the
date such opinion is delivered contains any untrue statement
of a material fact or omits to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided that in the case of an opinion delivered on the
Commencement Date or pursuant to Section 5(b), the opinion and
belief set forth in clauses (2), (3) and (4) above shall be
deemed not to cover information concerning an offering of
particular Notes to the extent such information will be set
forth in a supplement to the Basic Prospectus.
(iii) The opinion, dated as of such date, of [ ], Assistant
Counsel, ABN AMRO North America, Inc., to the effect that:
(A) each of LaSalle Bank National Association, European
American Bank, Standard Federal Bank, ABN AMRO North
21
America, Inc. and ABN AMRO North American Holdings, Inc.
(each a "U.S. Material Subsidiary") has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its
incorporation, has the power and authority (corporate and
other) to own its property and to conduct its business as
described in the Prospectus, as amended or supplemented, and
is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires
such qualification, except to the extent that the failure to
be so qualified or be in good standing would not have a
material adverse effect on the Bank and its consolidated
subsidiaries, taken as a whole; and
(B) each of the U.S. Material Subsidiaries has all
necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all
declarations and filings with, all U.S., federal, state, local
and other governmental authorities, all U.S. self-regulatory
organizations and all U.S. courts and other tribunals, to own,
lease, license and use its properties and assets and to
conduct its business in the manner described in the
Prospectus, as amended or supplemented, except to the extent
that the failure to obtain or file would not have a material
adverse effect on the Bank and its consolidated subsidiaries,
taken as a whole.
(iv) The opinion, dated as of such date, of [ ], counsel for
the Agent, covering the matters in subparagraphs (ii)(C), (ii)(D)
and (ii)(F) (with respect to statements in the Prospectus, as
then amended or supplemented, under the captions "Description of
Notes" (in the Prospectus Supplement), "Description of Debt
Securities" (in the Basic Prospectus), "Plan of Distribution" (in
the Prospectus Supplement and in the Basic Prospectus).
Notwithstanding the foregoing, the opinions described in
subparagraphs (D), (E), (F) and (H)(2), (3) and (4) of paragraph
(b)(ii) above, when contained in an opinion delivered on the
Commencement Date or pursuant to Section 5(b), shall be deemed not to
address the application of the Commodity Exchange Act, as amended, or
the rules, regulations or interpretations of the Commodity Futures
Trading Commission to Notes the payments of principal or interest on
which, or any other payments with respect to which, will be determined
by reference to one or more currency exchange rates, commodity prices,
securities of
22
entities unaffiliated with the Bank, baskets of such securities, equity
indices or other factors.
With respect to subparagraph (I) of paragraph (b)(ii) above,
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ may state that their opinion and belief are based
upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto (but
not including documents incorporated therein by reference) and review
and discussion of the contents thereof (including documents
incorporated therein by reference), but are without independent check
or verification, except as specified.
(v) The opinion, dated as of such date, of ▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇, special counsel to the Bank and Holding, to the effect
that the statements set forth under the caption "United States
Federal Taxation" in the Prospectus Supplement and under the
caption "Forms of Securities -- Limitations on Issuance of Bearer
Securities" in the Basic Prospectus, insofar as such statements
relate to statements of law or legal conclusions under the laws
of the United States or matters of United States federal tax law,
fairly present the information called for and fairly summarize
the matters referred to therein.
The opinions of ▇▇▇▇▇▇▇▇ Chance Limited Liability Partnership and ▇▇▇▇▇
▇▇▇▇ & ▇▇▇▇▇▇▇▇ described in paragraph (b)(i) and (ii) above shall be rendered
to you at the request of the Bank and shall so state therein.
(c) On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, you shall have received a
certificate of the Bank, dated the Commencement Date or such Settlement Date, as
the case may be, and signed by two authorized signatories of the Bank to the
effect set forth in subparagraph (a)(iii) above, and to the effect that the
representations and warranties of the Bank contained in this Agreement are true
and correct as of such date, that the Bank has complied with all of the
agreements and satisfied all of the conditions on its part to be performed or
satisfied on or before such date and as to such other matters as you shall
reasonably request.
(d) On the Commencement Date and, if called for by any Terms Agreement,
on the corresponding Settlement Date, the Bank's independent auditors shall have
furnished to you a letter or letters, dated as of the Commencement Date or such
Settlement Date, as the case may be, in form and substance satisfactory to you
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in or
23
incorporated by reference into the Prospectus, as then amended or supplemented;
provided that each letter so furnished shall use a "cut-off date" no more than
three business days prior to the date of such letter.
(e) On the Commencement Date and on each Settlement Date, the Bank
shall have furnished to you such appropriate further information, certificates
and documents as you may reasonably request.
(f) On the Commencement Date, application to list the Series B Notes on
[the London Stock Exchange/Euronext Amsterdam N.V.] shall have been made and,
prior to the issuance of the first Series B Note offered pursuant to this
Agreement, such listing shall have been granted, subject to official notice of
issuance.
5. Additional Agreements of the Bank and Holding. (a) Each time the
Registration Statement or Prospectus is amended or supplemented (other than by
an amendment or supplement providing solely for (i) a change in the interest
rates, redemption provisions or maturities offered on the Notes or (ii) a change
you deem to be immaterial), each of the Bank and Holding will deliver or cause
to be delivered forthwith to you a certificate signed by an executive officer of
the Bank or Holding, as the case may be, dated the date of such amendment or
supplement, as the case may be, in form reasonably satisfactory to you, of the
same tenor as the certificate referred to in Section 4(c) relating to the
Registration Statement or the Prospectus as amended or supplemented to the time
of delivery of such certificate.
(b) Each time the Bank or Holding furnishes a certificate pursuant to
Section 5(a) (other than any amendment or supplement to the Registration
Statement or Prospectus caused by the filing of a Report on Form 6-K unless you
shall reasonably request based on disclosure included or omitted from such
Report), the Bank or Holding, as the case may be, will furnish or cause to be
furnished forthwith to you a written opinion of counsel for the Bank or Holding,
as the case may be. Any such opinion shall be dated the date of such amendment
or supplement, as the case may be, shall be in a form satisfactory to you and
shall be of the same tenor as the opinions referred to in Section 4(b), but
modified to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such opinion. In lieu of such
opinion, counsel last furnishing such an opinion to you may furnish to you a
letter to the effect that you may rely on such last opinion to the same extent
as though it were dated the date of such letter (except that statements in such
last opinion will be deemed to relate to the Registration Statement and the
Prospectus as amended or supplemented to the time of delivery of such letter.)
24
(c) Each time the Registration Statement or the Prospectus is amended
or supplemented to set forth amended or supplemental financial information or
such amended or supplemental information is incorporated by reference in the
Prospectus, each of the Bank and Holding shall cause its independent auditors
forthwith to furnish you with a letter, dated the date of such amendment or
supplement, as the case may be, in form satisfactory to you, of the same tenor
as the letter referred to in Section 4(d), with regard to the amended or
supplemental financial information included or incorporated by reference in the
Registration Statement or the Prospectus as amended or supplemented to the date
of such letter; provided that each letter so furnished shall use a "cut-off
date" no more than three business days prior to the date of such letter.
6. Indemnification and Contribution. (a) The Bank and Holding,
jointly and severally, agree to indemnify and hold harmless you and each person,
if any, who controls you within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof or the Prospectus (as amended or supplemented
if the Bank or Holding shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to you furnished to
the Bank or Holding in writing by you expressly for use therein.
(b) You agree to indemnify and hold harmless the Bank and Holding,
their directors, their officers who sign the Registration Statement and each
person, if any, who controls the Bank or Holding within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Bank and Holding to you, but only
with reference to information relating to you furnished to the Bank or Holding
in writing by you expressly for use in the Registration Statement or the
Prospectus or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either paragraph (a) or (b) above, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
25
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by you, in the case of parties indemnified pursuant to
paragraph (a) above, and by the Bank or Holding, as the case may be, in the case
of parties indemnified pursuant to paragraph (b) above. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there were to be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) To the extent the indemnification provided for in paragraph (a) or
(b) of this Section 6 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein in
connection with any offering of Notes, then each indemnifying party under such
paragraph, in lieu of
26
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Bank and Holding on the one hand and you on
the other hand from the offering of such Notes or (ii) if the allocation
provided by clause (i) is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Bank and Holding on the one hand
and you on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Bank
and Holding on the one hand and you on the other hand in connection with the
offering of such Notes shall be deemed to be in the same respective proportions
as the total net proceeds from the offering of such Notes (before deducting
expenses) received by the Bank and Holding bear to the total discounts and
commissions received by you in respect thereof. The relative fault of the Bank
and Holding on the one hand and of you on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Bank and Holding or by you and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(e) The Bank and Holding and you agree that it would not be just or
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6, you shall not be required to contribute any amount in excess of the
amount by which the total price at which the Notes referred to in paragraph (d)
above that were offered and sold to the public through you exceeds the amount of
any damages that you have otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The remedies provided for in
this Section 6 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to any indemnified party at law or in equity.
27
(f) The indemnity and contribution provisions contained in this
Section 6 and the representations, warranties and other statements of the Bank
and Holding, their officers and you set forth in or made pursuant to this
Agreement or any Terms Agreement will remain operative and in full force and
effect regardless of (i) any termination of this Agreement or any such Terms
Agreement, (ii) any investigation made by or on behalf of you or any person
controlling you or by or on behalf of the Bank or Holding, their officers or
directors or any person controlling the Bank or Holding and (iii) acceptance of
and payment for any of the Notes.
7. Offering Restrictions. You hereby represent to the Bank and Holding
and agree with respect to the Notes that:
(a) (i) you have not (A) offered or sold and will not offer or sell
during the Restricted Period (as defined below) Bearer Notes (including any
Note that is exchangeable for Bearer Notes) directly or indirectly in the
United States (as defined below) or to or for the account of any United
States person (as defined below), other than to a Qualifying Foreign Branch
(as defined below) or to certain other persons as provided under United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B) and (C);
and (B) delivered and will not deliver within the United States definitive
Bearer Notes that are sold during the Restricted Period;
(ii) you have, and throughout the Restricted Period will have, in
effect procedures reasonably designed to ensure that your employees or
agents who are directly engaged in selling Bearer Notes (whether
offered alone or as part of a Unit) are aware that such Bearer Notes
may not be offered or sold during the Restricted Period to a person
who is within the United States or to a United States person, except
as permitted by Section 7(a)(i)(A) above;
(iii) if you are a United States person, you are acquiring the
Bearer Notes (whether offered alone or as part of a Unit) for purposes
of resale in connection with their original issuance and if you retain
Bearer Notes for your own account, you will only do so in accordance
with the requirements of United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(6);
(iv) if you transfer to any affiliate Bearer Notes (whether
offered alone or as part of a Unit) for the purpose of offering or
selling such Bearer Notes during the Restricted Period, you will
either (A) obtain from such affiliate for the benefit of the Bank and
Holding the representations and agreements contained in clauses (i),
(ii) and (iii) above or (B) repeat
28
and confirm the representations and agreements contained in clauses
(i), (ii) and (iii) above on such affiliate's behalf and obtain from
such affiliate the authority to so obligate it; and
(v) you will obtain for the benefit of the Bank and Holding the
representations and agreements contained in clauses (i), (ii), (iii)
and (iv) above from any person other than your affiliate with whom you
enter into a written contract, within the meaning of United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(4), for the offer or
sale during the Restricted Period of Bearer Notes (whether offered
alone or as part of a Unit).
For purposes of this Section 7(a), an offer or sale will be considered to be
made in the United States if the offeror or seller of such Notes (whether
offered alone or as part of a Unit) has an address within the United States for
the offeree or purchaser of such Notes with respect to the offer or sale. As
used in this Section 7(a), "United States person" means a citizen or resident of
the United States, a corporation or partnership (including an entity treated as
a corporation or partnership for United States federal income tax purposes)
created or organized in or under the laws of the United States, any State
thereof or the District of Columbia, or an estate the income of which is subject
to United States federal income taxation regardless of its source or a trust if
both (x) a court within the United States is able to exercise primary
supervision over the administration of the trust and (y) one or more United
States persons have the authority to control all substantial decisions of the
trust, "United States" means the United States (including the States and the
District of Columbia), its territories, its possessions and any other areas
subject to its jurisdiction; "Qualifying Foreign Branch" means a branch of a
United States financial institution, as defined in the applicable United States
Treasury Regulations, located outside the United States that is purchasing for
its own account or for resale and that has agreed, as a condition to purchase,
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder; and "Restricted Period" with respect to each issuance
means the period which begins on the earlier of the date on which the Bank
receives the proceeds of the sale of Notes with respect to such issuance or the
first date on which the Notes are offered to persons other than you, and which
ends 40 days after the date on which the Bank receives the proceeds of the sale
of such Notes; provided that with respect to a Note held as part of an unsold
allotment or subscription, any offer or sale of such Note by the Bank or you
shall be deemed to be during the Restricted Period.
(b) (i) In relation to securities which have a maturity of one year or
more and which are to be listed on the London Stock Exchange, you have not
offered or
29
sold and will not offer or sell any securities to persons in the United Kingdom
prior to admission of such securities to listing in accordance with Part IV of
the Financial Services ▇▇▇ ▇▇▇▇ (the "Act"), except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995 or the Act; (ii) in relation to securities
which have a maturity of one year or more and which are not to be listed on the
London Stock Exchange, you have not offered or sold and, prior to the expiry of
the period of six months from the date of issue of such securities, will not
offer or sell any such securities to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (iii) you have complied with and
will comply with all applicable provisions of the Act with respect to anything
done by you in relation to the securities in, from or otherwise involving the
United Kingdom; and (iv) you have only issued or passed on and will only issue
or pass on in the United Kingdom any document received by you in connection with
the issue of the securities, other than any document which consists of or any
part of listing particulars, supplementary listing particulars or any other
document required or permitted to be published by the listing rules under Part
IV of the Act, to a person who is of a kind described in Article 11(3) of the
Financial Services ▇▇▇ ▇▇▇▇ (Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom such document may otherwise lawfully be
issued or passed on.
(c) You will not offer or sell any securities in any jurisdiction if
such offer or sale would not be in compliance with any applicable law or
regulation or if any consent, approval or permission is needed for such offer or
sale by you or for or on behalf of the Bank or Holding unless such consent,
approval or permission has been previously obtained. Without prejudice to the
provisions of this Section 7 above and subject to the obligations of the Bank
and Holding set forth in Section 3 of this Agreement, the Bank and Holding shall
have no responsibility for, and you will obtain, any consent, approval or
permission required by you for the subscription, offer, sale or delivery by you
of securities, or the distribution of any offering materials, under the laws and
regulations in force in any jurisdiction to which you are subject or in or from
which you make any subscription, offer, sale or delivery.
(d) You will not offer or sell any securities, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Japan (which term as used
herein
30
means any person resident in Japan including any corporation or other entity
organized under the laws of Japan) or to others for the re-offering or re-sale,
directly or indirectly, in Japan or to a resident of Japan except pursuant to an
exemption from the registration requirements of, and otherwise in compliance
with, the Securities and Exchange Law of Japan and other relevant laws and
regulations of Japan.
(e) You will not offer and sell any securities in the Federal Republic
of Germany other than in compliance with the provisions of the German Sales
Prospectus Act (Wertpapier-Verkaufsprospektgesetz) of December 13, 1990, as
amended, and of any other laws applicable in the Federal Republic of Germany
governing the issue, offering and sale of securities.
(f) You will not offer and sell any securities denominated or payable
in or indexed to Swiss Francs other than in compliance with Swiss law and the
regulations of the Swiss National Bank in effect from time to time.
(g) Each of the Agents, the Bank and Holding represents and agrees
that securities will be issued outside the Republic of France, that it will not
offer or sell any securities in the Republic of France, in connection with their
initial distribution, and will not distribute or cause to be distributed in the
Republic of France the Prospectus or any other offering material relating to
securities, except to (i) qualified investors (investisseurs qualifies) and/or
(ii) within a restricted circle of investors (cercle restreint d'investisseurs),
all as defined in and in accordance with Article 6 of Ordinance no 67-833 dated
28th September, 1967 (as amended) and Decree no 98-880 dated 1st October, 1998.
(h) You will not offer or sell any securities anywhere in the world
except in compliance with the requirements of the Dutch Securities ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Wet toezicht effectenverkee).
8. Position of the Agent. In acting under this Agreement and in
connection with the sale of any Notes by the Bank (other than Notes sold to you
pursuant to a Terms Agreement), you are acting solely as agent of the Bank and
do not assume any obligation towards or relationship of agency or trust with any
purchaser of Notes. You shall make reasonable efforts to assist the Bank in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by you and accepted by the Bank, but you shall not have any liability
to the Bank in the event any such purchase is not consummated for any reason. If
the Bank shall default in its obligations to deliver Notes to a purchaser whose
offer it has accepted, the Bank shall hold you harmless against any loss, claim,
damage or liability arising from or as a result of such default and shall, in
31
particular, pay to you the commission you would have received had such sale been
consummated.
9. Termination. This Agreement may be terminated at any time either
by the Bank or Holding or by you upon the giving of written notice of such
termination to the other parties hereto, but without prejudice to any rights,
obligations or liabilities of the other parties hereto accrued or incurred prior
to such termination. The termination of this Agreement shall not require
termination of any Terms Agreement, and the termination of any such Terms
Agreement shall not require termination of this Agreement. If this Agreement is
terminated, the provisions of the third paragraph of Section 2(a), the last
sentence of Section 3(b) and Sections 3(c), 3(g), 3(i), 3(j), 6, 8, 8, 11 and 13
shall survive; provided that if at the time of termination an offer to purchase
Notes has been accepted by the Bank but the time of delivery to the purchaser or
its agent of such Notes has not occurred, the provisions of Sections 1, 2(b),
2(c), 3(a), 3(d), 3(e), 3(f), 3(g), 3(i), 4 and 5 shall also survive until such
delivery has been made.
10. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to you, will be mailed, delivered or
telefaxed and confirmed to you at the offices of ABN AMRO Incorporated, 1325
Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention:
Fixed Income Origination, with a copy to ▇▇▇▇ ▇▇▇▇▇, Esq., ABN AMRO
Incorporated, 1290 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(telefax number: 212-258-1592); or, if sent to the Bank, will be mailed,
delivered or telefaxed and confirmed to the Bank at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, Attention: SEDD-New Issues, with a copy to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇,
Esq., ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(telefax number 212-450-5704).
11. Successors. This Agreement and any Terms Agreement will inure to
the benefit of and be binding upon the parties hereto and their respective
successors and the officers, directors and controlling persons referred to in
Section 6 and the purchasers of Notes (to the extent expressly provided in
Section 4), and no other person will have any right or obligation hereunder.
12. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement will be governed by and construed
in accordance with the internal laws of the State of New York.
32
14. Submission to Jurisdiction. Each of the Bank and Holding agrees
that any legal suit, action or proceeding brought by any Agent or by any person
controlling any Agent, arising out of or based upon this Agreement may be
instituted in any State or Federal court in the Borough of Manhattan, City and
State of New York, and, to the fullest extent permitted by law, waives any
objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the jurisdiction of such court in any
suit, action or proceeding. The Bank and Holding has appointed the ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇., Esq., Chief Legal Officer and Executive Vice President, ABN AMRO
North America, Inc., as its authorized agent (the "Authorized Agent") upon which
process may be instituted in any State or Federal court in the Borough of
Manhattan, City and State of New York by any Agent and the Bank and Holding
expressly accepts the jurisdiction of any such court in respect of such action.
Such appointment shall be irrevocable unless and until a successor authorized
agent, located or with an office in the Borough of Manhattan, City and State of
New York, shall have been appointed by the Bank and Holding and such appointment
shall have been accepted by such successor authorized agent. Each of the Bank
and Holding represents and warrants that the Authorized Officer has agreed to
act as said agent for service of process, and each of the Bank and Holding
agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full
force and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Bank or Holding shall be deemed, in every
respect, effective service of process upon the Bank or Holding.
15. Judgment Currency. The Bank and Holding, on the one hand, and the
Agents severally, on the other hand, agree, to indemnify the other against loss
incurred as a result of any judgment or order being given or made for any amount
due hereunder or under the Securities and such judgment or order being expressed
and paid in a currency (the "Judgment Currency") other than United States
dollars and as a result of any variation as between (i) the rate of exchange at
which the United States dollar amount is converted into Judgment Currency for
the purpose of such judgment or order, and (ii) the rate of exchange at which
such indemnified party would have been able to purchase United States dollars
with the amount of the Judgment Currency actually received by it if such
indemnified party had utilized such amount of Judgment Currency to purchase
United States dollars as promptly as practicable upon receipt thereof. The
foregoing indemnity shall constitute a separate and independent obligation of
the Bank and Holding and the Agents and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term "rate of
exchange" shall include an allowance for any customary or reasonable premiums
and costs of exchange payable in connection with the purchase of, or conversion
into, the relevant currency.
33
16. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
34
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Bank and you.
Very truly yours,
ABN AMRO BANK N.V.
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
ABN AMRO HOLDING N.V.
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
35
The foregoing Agreement is hereby
confirmed and accepted as of the date first
above written.
ABN AMRO INCORPORATED
By:
-----------------------------------------
Name:
Title:
36
EXHIBIT A
ABN AMRO BANK N.V.
GLOBAL MEDIUM-TERM NOTES, SERIES B
Fully and Unconditionally Guaranteed by
ABN AMRO Holding N.V.
NOTES TERMS AGREEMENT
_______________, 200_
ABN AMRO Bank N.V.
[address]
Attention:
ABN AMRO Holding N.V.
[address]
Attention:
Re: Euro Distribution Agreement dated _________, 2000
(the "Euro Distribution Agreement")
-------------------------------------------------
The undersigned agrees to purchase ABN AMRO Bank N.V.'s Global
Medium-Term Notes, Series B, fully and unconditionally guaranteed by ABN AMRO
Holding N.V., having the following terms:
All Notes Fixed Rate Notes Floating Rate Notes
------------------------------- ------------------------------ ---------------------------------
Principal Amount: Interest Rate: Base Rate:
Purchase Price: Applicability of Modified Index Maturity:
Payment upon Acceleration:
Price to Public: If yes, state issue price: Index Currency:
A-1
All Notes Fixed Rate Notes Floating Rate Notes
------------------------------- ------------------------------ ---------------------------------
Settlement Date and Time: Amortization Schedule: Spread (Plus or Minus):
Place of Delivery: Applicability of Annual Spread Multiplier:
Interest Payments:
Specified Currency: Denominated Currency (if Alternate Rate Event Spread:
any):
Original Issue Date: Indexed Currency or Initial Interest Rate:
Currencies (if any):
Interest Accrual Date: Payment Currency (if any): Initial Interest Reset Date:
Maturity Date: Exchange Rate Agent (if Interest Reset Dates:
any):
Optional Repayment Date(s): Reference Dealers: Interest Reset Period:
Optional Redemption Face Amount (if any): Maximum Interest Rate:
Date(s):
Initial Redemption Date: Fixed Amount of each Minimum Interest Rate:
Indexed Currency (if any):
Initial Redemption Aggregate Fixed Amount of Interest Payment Period:
Percentage: each Indexed Currency (if
any):
Annual Redemption Calculation Agent:
Percentage Reduction:
Ranking: Reporting Service:
Series: Index Currency:
Minimum Denominations: Designated CMT Telerate
Page:
Other Provisions:
Designated CMT Maturity
Index:
The provisions of Sections 1, 2(b) and 2(c) and 3 through 7 and 10
through 16 of the Euro Distribution Agreement and the related definitions are
incorporated by reference herein and shall be deemed to have the same force and
effect as if set forth in full herein.
This Agreement is also subject to termination on the terms incorporated
by reference herein. If this Agreement is so terminated, the provisions of
Sections
A-2
3(g), 6, 10, 11, and 13 of the Euro Distribution Agreement shall survive for the
purposes of this Agreement.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Euro Distribution Agreement will be
required:
----------------.
A-3
ABN AMRO INCORPORATED
By:_______________________________
Name:
Title:
Accepted:
ABN AMRO BANK N.V.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
ABN AMRO HOLDING N.V.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
A-4
EXHIBIT B
ABN AMRO BANK N.V.
GLOBAL MEDIUM-TERM NOTES, SERIES B
Fully and Unconditionally Guaranteed by
ABN AMRO Holding, N.V.
ADMINISTRATIVE PROCEDURES
---------------------------
Explained below are the administrative procedures and specific terms of
the offering of Global Medium-Term Notes, Series B (the "Notes"), on a
continuous basis by ABN AMRO Bank N.V. (the "Bank"), fully and unconditionally
guaranteed by ABNAMRO Holding N.V. ("Holding") (the "Guarantee") pursuant to the
Euro Distribution Agreement, dated _______, 2000 (as may be amended from time to
time, the "Distribution Agreement") among the Bank and ABN AMRO Incorporated
(the "Agent").
The Notes may be issued in registered form without coupons
("Registered Notes"), in bearer form with or without coupons ("Bearer Notes") or
in any combination of Registered Notes and Bearer Notes. Bearer Notes initially
will be represented by a Temporary Global Note. Such Temporary Global Note will
subsequently be represented by a Permanent Global Note. Interests in a Permanent
Global Note may be exchanged, in whole, for individual definitive Bearer Notes.
Definitive Bearer Notes may be exchanged, if the applicable Pricing Supplement
so specifies, in whole or in part, for Registered Notes.
The Notes will be issued as senior indebtedness (the "Notes") of the
Bank pursuant to the provisions of an indenture dated as of November 27, 2000
between the Bank and The Chase Manhattan Bank (the "Trustee"), as trustee (as
supplemented by the First Supplemental Indenture dated as of September __, 2003
among the Bank, the Trustee and Holding and as may be further supplemented or
amended from time to time, the "Indenture").
The Notes will be entitled to the benefit of the Guarantee as set forth
in the Indenture, pursuant to which Holding will guarantee any payments to be
made by the Bank on the Notes.
In the Distribution Agreement, the Agent has agreed to use reasonable
efforts to solicit purchases of the Notes, and the administrative procedures
explained below will govern the issuance and settlement of any Notes sold
through the Agent, as agent of the Bank. The Agent, as principal, may also
purchase Notes for its own account, and if requested by the Agent, the Bank and
the Agent will enter into a terms agreement ( a "Notes Terms Agreement"), as
contemplated by the Distribution Agreement. The administrative procedures
explained below will govern the issuance and settlement of any Notes purchased
by the Agent, as principal, unless otherwise specified in the applicable Notes
Terms Agreement.
[Chase has initially been appointed the Calculation Agent,
Authenticating Agent and Principal Paying Agent for the Notes and will perform
the duties specified herein. As used herein, the term "Principal Paying Agent"
shall mean Chase acting through its London office in connection with the
authentication and delivery of the Notes, pursuant to the terms of the
Indenture. The Series B Notes are intended to be listed on [The London Stock
Exchange Limited (the "London Stock Exchange").] Application may, in certain
circumstances described in the Prospectus Supplement relating to the Notes (the
"Prospectus Supplement"), be made to list Series B Notes on the [Euronext Paris
S.A.].] The Bank has appointed ABN AMRO Equities (VU) Limited as the listing
agent for purposes of listing the Series B Notes on the London Stock Exchange
and has appointed ABN AMRO Securities France S.A. as the listing agent for
purposes of listing the Series B Notes on the Euronext Paris S.A.
Each Bearer Note initially will be represented by a Temporary Global
Note, each of which will be delivered to a common depositary located outside the
United States (the "Depositary") for ▇▇▇▇▇▇ Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System (the "Euroclear Operator"),
Clearstream and/or any other relevant clearing system (including Societe
Interprofessionalle pour la Compensation des Valeures Mobilieres ("SICOVAM")).
Such Temporary Global Note will subsequently be represented by a Permanent
Global Note. Upon the first request by any beneficial owner to exchange any
interest in a Permanent Global Note to a definitive Bearer Note, or if any Note
represented by such Permanent Global Note is accelerated following an event of
default with respect to such Note or if either Euroclear, Clearstream or any
other relevant clearing system is closed for business for a continuous period of
fourteen days (other than by reason of public holidays) or announces an
intention to cease business permanently or in fact does so, then all (and not
less than all) interests in such Permanent Global Note shall be exchanged for
definitive
B-2
Bearer Notes; provided that, if the applicable Pricing Supplement so specifies,
nothing herein shall prevent the further exchange of definitive Bearer Notes for
Registered Notes.
Unless otherwise defined herein, terms defined in the Indenture, the
Notes, or any Prospectus Supplement relating to the Notes shall be used herein
as therein defined.
The Bank will advise the Agent in writing of the employees of the Bank
with whom the Agent is to communicate regarding offers to purchase Notes, and
the related settlement details.
B-3
ADMINISTRATIVE PROCEDURES FOR
BEARER NOTES AND REGISTERED NOTES
Issuance: Bearer Notes. Each Bearer Note will be
dated as of its Original Issue Date. Each
Bearer Note will bear an Original Issue
Date, which will be (i) with respect to a
Temporary Global Note (or any portion
thereof), the date of its original issue as
specified in such Temporary Global Note or
(ii) with respect to any Permanent Global
Note or any definitive Bearer Note (or any
portion thereof) issued subsequently upon
transfer or exchange of a Bearer Note or in
lieu of a destroyed, lost or stolen Bearer
Note (a "Replacement Bearer Note"), the
Original Issue Date of the predecessor
Bearer Note, regardless of the date of
authentication of such subsequently issued
Bearer Note.
Registered Notes. Each Registered
Note will be dated as of the date of
its authentication by Chase. Each
Registered Note will also bear an
Original Issue Date, which will be
(i) with respect to an original
Registered Note (an "Original
Registered Note") (or any portion
thereof), its original issuance date
(which will be the settlement date)
and (ii) with respect to any
Registered Note (or portion thereof)
issued subsequently upon transfer or
exchange of a Registered Note or in
lieu of a destroyed, lost or stolen
Registered Note (a "Replacement
Registered Note"), the original
issuance date of the predecessor
Registered Note, regardless of the
date of authentication of such
subsequently issued Registered Note.
Denominations: Bearer Notes. Unless otherwise specified in
the applicable Pricing Supplement,
Bearer Notes will be issued only in
denominations of $1,000 (or, in the
case of Bearer Notes
B-4
not denominated in U.S. dollars, the
equivalent thereof in the Specified
Currency, rounded to the nearest
1,000 units of the Specified
Currency) or any amount in excess
thereof which is an integral
multiple of $1,000 (or, in the case
of Bearer Notes not denominated in
U.S. dollars, 1,000 units of the
Specified Currency).
Registered Notes. Unless otherwise
specified in the applicable Pricing
Supplement, Registered Notes will be
issued only in denominations of
$1,000 (or, in the case of
Registered Notes not denominated in
U.S. dollars, the equivalent thereof
in the Specified Currency, rounded
to the nearest 1,000 units of the
Specified Currency) or any amount in
excess thereof which is an integral
multiple of $1,000 (or, in the case
of Registered Notes not denominated
in U.S. dollars, 1,000 units of the
Specified Currency).
Global Notes and
Definitive Bearer
and Registered Notes: Until Final Certification (as defined below)
with respect to an issuance of Bearer Notes
has occurred, such Notes, together with all
other Bearer Notes that have the same terms
(other than their respective principal
amounts) (all such Notes herein referred to
collectively as a "Note Tranche"), will be
represented by a single Temporary Global
Note in bearer form without interest
coupons. The Bank shall execute, and upon
Bank instructions the Principal Paying
Agent shall complete and authenticate, such
Temporary Global Note upon the same
conditions and in substantially the same
manner, and with the same effect, as an
individual definitive Bearer Note. On or
prior to the settlement date (which will
normally be the Original Issue Date) with
respect to such Notes, the Principal Paying
B-5
Agent shall deposit the Temporary
Global Note with the Depositary in
the manner specified below under
"Settlement Procedures; Bearer
Notes". The interest of each
beneficial owner of Notes
represented by such Temporary Global
Note will be credited to the
appropriate account with
Clearstream, the Euroclear Operator
or any other relevant clearing
system.
On or after the date (the "Exchange
Date") that is the 40th day
following the date on which the Bank
receives the proceeds of the sale of
a Temporary Global Note (the
"Closing Date"), or if such Note is
held by the Agent as part of an
unsold allotment or subscription
more than 40 days after the Closing
Date for such Note, on or after the
day after the date such Note is sold
by the Agent, all as notified by the
Agent in writing to Chase, the
interest of the beneficial owners of
the Notes represented by the
Temporary Global Note shall be
canceled and such interests shall
thereafter be represented by a
Permanent Global Note in bearer form
without interest coupons held in
London by the Depositary; provided
that Final Certification (as
described below) has occurred. The
interest of each beneficial owner of
Notes represented by such Permanent
Global Note will be credited to the
appropriate account with
Clearstream, the Euroclear Operator
or any other relevant clearing
system.
If the beneficial owner of an
interest in a Permanent Global Note
requests, at any time, upon 30 days'
written notice to the Principal
Paying Agent given by such
beneficial owner through either
Clearstream, the Euroclear Operator
or any other relevant clearing
system, as the case may be, or if
any Note represented by such
Permanent Global Note is accelerated
following an event of
B-6
default with respect to such Note or
if either Euroclear, Clearstream or
any other relevant clearing system
is closed for business for a
continuous period of fourteen days
(other than by reason of public
holidays) or announces an intention
to cease business permanently or in
fact does so, such Permanent Global
Note shall be exchanged for one or
more definitive Bearer Notes with
coupons attached, if appropriate,
or, if the applicable Pricing
Supplement so specifies, one or more
Registered Notes in authorized
denominations equal in aggregate
principal amount to such beneficial
interest; provided that any such
exchange of an interest in a
Permanent Global Note for a
definitive Bearer Note shall result
in the exchange of all (and not less
than all) interests in such
Permanent Global Note for definitive
Bearer Notes; provided further,
that, if the applicable Pricing
Supplement so specifies, nothing
herein shall prevent the further
exchange of definitive Bearer Notes
for Registered Notes. To effect such
exchange, the interest of such
beneficial owner in such Permanent
Global Note shall be canceled and
one or more definitive Bearer Notes
or Registered Notes, as the case may
be, shall be issued to such
beneficial owner, through the
Euroclear Operator or Clearstream or
any other relevant clearing system,
as the case may be.
In all events, Bearer Notes and
coupons will be delivered by the
Principal Paying Agent only outside
the United States.
Notes Purchased
by U.S. Persons: All Notes purchased in connection with their
original issuance by or on behalf of a U.S.
Person (as defined in the Distribution
Agreement) (other than a branch of a United
States financial institution (as defined in
the applicable United States Treasury
B-7
Regulation) located outside the United States
purchasing for its own account or for resale
(a "Qualifying Foreign Branch") or other
permitted U.S. purchasers as provided in the
Prospectus Supplement that satisfies the
conditions for receiving Bearer Notes (as
described under "Final Certification" below)
will be issued only as Registered Notes.
Final Certification: Final Certification with respect to a
Temporary Global Note shall mean the
delivery by the Euroclear Operator,
Clearstream or any other relevant clearing
system, as the case may be, to the Principal
Paying Agent of a signed certificate (each a
"Clearance System Certificate") in the
form set forth in Appendix 1 hereto with
respect to the Notes being exchanged, dated
no earlier than the Exchange Date for such
Notes, to the effect that the Euroclear
Operator, Clearstream or any other relevant
clearing system, as the case may be, has
received certificates in writing, by tested
telex or by electronic transmission from the
account holders appearing on its records as
entitled to such Notes ("Ownership
Certificates") in the form set forth in
Appendix 2 hereto with respect to each of
such Notes, which Ownership Certificates
shall be dated no earlier than ten days before
the Exchange Date.
Preparation of
Pricing Supplement: If any offer to purchase a Note is accepted
by or on behalf of the Bank, the Bank will
prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such
Note, will arrange to file an electronic
format document, in the manner prescribed
by the ▇▇▇▇▇ ▇▇▇▇▇ Manual, of such
Pricing Supplement with the Commission in
accordance with the applicable paragraph of
Rule 424(b) under the Act and will,
promptly and in any event not later than the
B-8
date on which such Pricing Supplement is
filed with the Commission, deliver the
number of copies of such Pricing Supplement
to the Agent as the Agent shall reasonably
request. The Agent will cause such Pricing
Supplement to be delivered to the purchaser
of the Note.
In each instance that a Pricing Supplement
is prepared, the Agent will affix the Pricing
Supplement to Prospectuses prior to their use.
Outdated Pricing Supplements, and the
Prospectuses to which they are attached
(other than those retained for files), will
be destroyed.
Settlement: The receipt by the Bank of immediately
available funds in exchange for (i) the
delivery of an authenticated Temporary
Global Note to the Depositary in the manner
described in "Settlement Procedures; Bearer
Notes" below or (ii) the delivery of an
authenticated Registered Note to the Agent
shall constitute "settlement" with respect to
such Note. All offers accepted by the Bank
will be settled on the fifth Business Day next
succeeding the date of acceptance pursuant
to the timetable for settlement set forth
below, unless the Bank and the purchaser
agree to settlement on another day, which
shall be no earlier than the next Business
Day.
Settlement
Procedures;
Bearer Notes: Procedures with regard to
each Bearer Note sold by the Bank to
or through the Agent (unless
otherwise specified pursuant to a
Notes Terms Agreement) shall be as
follows:
A. In the case of a Bearer Note, the
Agent will advise the Bank by
telephone that such Note, is
initially
B-9
a Bearer Note and of the following
settlement information:
1. Principal amount.
2. Maturity Date.
3. Interest Payment
Date(s).
4. In the case of a Floating Rate
Bearer Note, the Initial
Interest Rate (if known at
such time), Interest Payment
Period, Calculation Agent,
Base Rate, Index Maturity,
Index Currency, Interest
Reset Period, Initial Interest
Reset Date, Interest Reset
Dates, Spread or Spread
Multiplier (if any), Minimum
Interest Rate (if any),
Maximum Interest Rate (if
any) and the Alternate Rate
Event Spread (if any).
5. Redemption or repayment
provisions, if any.
6. Ranking.
7. Settlement date and time
(Original Issue Date).
8. Interest Accrual Date.
9. Price.
10. Agent's commission, if any,
determined as provided in the
Distribution Agreement.
11. Specified Currency.
B-10
12. Whether the Note is an Original
Issue Discount Note (an "OID
Note"), and if it is an OID Note,
the applicability of Modified
Payment upon Acceleration (and,
if so, the Issue Price).
13. Agent's account number at
Clearstream, the Euroclear
Operator or any other relevant
clearing system.
14. Any other applicable provisions.
B. The Bank will advise Chase as the
Principal Paying Agent for the Notes
by telephone or electronic
transmission (confirmed in writing at
any time on the same date) of the
information set forth in "Settlement
Procedures; Bearer Notes" "A"
above, and shall give the Principal
Paying Agent written instructions
(substantially in the form set out in
Appendix 3) to prepare a Temporary
Global Note for each Note Tranche
which the Bank has agreed to sell.
The Bank will send a copy of such
instructions to the Agent and the
relevant Trustee.
The Principal Paying Agent
shall telephone each of the
Euroclear Operator,
Clearstream or any other
relevant clearing system
with a request for a
security code for each Note
Tranche agreed to be issued
and shall notify the Bank
and the Agent of such
security code or codes as
soon as practicable.
B-11
C. In accordance with instructions
received from the Bank, (i) the
Principal Paying Agent shall
authenticate and deliver a Temporary
Global Note for each Note Tranche
which the Bank has agreed to sell.
The settlement of the Note Tranche
is to occur on the relevant
settlement date. All such Temporary
Global Notes will then be delivered
to the Depositary. The Principal
Paying Agent will also give
instructions to the Euroclear
Operator, Clearstream or any other
relevant clearing system to credit
the Notes represented by such
Temporary Global Note delivered to
such Depositary to the Principal
Paying Agent's distribution
account at the Euroclear Operator,
Clearstream or any other relevant
clearing system. At settlement of
any Note Tranche, the Principal
Paying Agent will instruct the
Euroclear Operator, Clearstream or
any other relevant clearing system to
debit, on the settlement date, from
the distribution account of the
Principal Paying Agent the principal
amount of Notes of each Note
Tranche, with respect to which the
Agent has solicited an offer to
purchase and to credit, on the
settlement date, such principal
amount to the account of the Agent
with the Euroclear Operator,
Clearstream or any other relevant
clearing system against payment of
the purchase payment price of such
Notes.
D. The Euroclear Operator,
Clearstream and any other
relevant clearing system
shall debit and credit
accounts in accordance with
B-12
instructions received from the
Principal Paying Agent and the
Agent.
The Principal Paying Agent
shall pay the Bank the
aggregate net proceeds
received by it in
immediately available funds
via a transfer of funds to
the U.S. dollar account of
the Bank with a bank in New
York City (or, with respect
to Notes payable in a
Specified Currency other
than U.S. dollars, to an
account maintained at a
bank selected by the Bank,
which bank shall be located
outside the United Kingdom
in the case of Notes
payable in a Specified
Currency other than pounds
sterling that mature not
later than five years from
and including the date of
issue thereof) designated
by the Bank in writing.
Settlement Procedures
Timetable; Bearer Notes: For sales by the Bank of Bearer
Notes to or through the Agent,
"Settlement Procedures; Bearer
Notes" "A" through "D" above shall
be completed on or before the
respective times set forth below:
Settlement
Procedure;
Bearer Notes Time
------------ ----
A 12:00 P.M. (NYC time) three days
before settlement date
B 9:00 A.M. (London time) two days
before settlement date
C 3:45 P.M. (London time) one day
before settlement date
D 5:00 P.M. (NYC time) on
settlement date
B-13
Settlement Procedures;
Registered Notes: Settlement Procedures with regard
to each Registered Note sold by the Bank
to or through the Agent (unless
otherwise specified pursuant to a Notes
Terms Agreement) shall be as follows:
AA. In the case of a Registered
Note, the Agent will advise the
Bank by telephone that such
Note is a Registered Note and
of the following settlement
information:
1. Name in which such Note is to
be registered ("Registered
Note Owner").
2. Address of the Registered Note
Owner and address for payment
of principal and interest.
3. Taxpayer identification number
of the Registered Note Owner
(if available).
4. Principal amount.
5. Maturity Date.
6. Interest Payment Date(s)
7. In the case of a Fixed Rate
Registered Note, the Interest
Rate, or, in the case of a
Floating Rate Registered Note,
the Initial Interest Rate (if
known at such time), Interest
Payment Period, Calculation
Agent, Base Rate, Index
Maturity, Index Currency,
Interest Reset Period, Initial
Interest Reset Date, Interest
Reset Dates, Spread or Spread
Multiplier (if any), Minimum
Interest Rate (if any), Maximum
Interest Rate (if any) and the
B-14
Alternate Rate Event Spread (if
any).
8. Redemption or repayment
provisions (if any).
9. Ranking.
10. Settlement date and time
(Original Issue Date).
11. Interest Accrual Date.
12. Price.
13. Agent's commission (if any)
determined as provided in the
Distribution Agreement.
14. Denominations.
15. Specified Currency.
16. Whether the Note is an OID
Note, and if it is an OID
Note, and the applicability of
Modified Payment upon
Acceleration (and if so, the
Issue Price).
17. Any other applicable
provisions.
BB. The Bank will advise Chase as
Principal Paying Agent for the
Notes, by telephone or
electronic transmission
(confirmed in writing at any
time on the same date) of the
information set forth in
"Settlement Procedures;
Registered Notes" "AA" above.
CC. The Bank will have delivered to
Chase as Principal Paying Agent
for the Notes a pre-printed
four-ply packet for such Note,
which packet will contain the
following documents in forms
that have
B-15
been approved by the Bank, the
Agent and Chase, as Principal
Paying Agent for the Notes:
1. Note with customer confirmation.
2. Stub One - For Chase.
3. Stub Two - For the Agent.
4. Stub Three - For the Bank.
DD. Chase will (i) authenticate and
deliver any Note through the
Principal Paying Agent if
necessary, with the confirmation
and Stubs One and Two to the
Agent. The Agent will acknowledge
receipt of the Note by stamping or
otherwise marking Stub One and
returning it to Chase, through the
Principal Paying Agent, if
necessary. Such delivery will be
made only against such
acknowledgment of receipt and
evidence that instructions have
been given by the Agent, with
respect to Notes denominated in
U.S. dollars, for payment to the
account of the Bank at Chase,
New York, New York (or, with
respect to Notes payable in a
Specified Currency other than U.S.
dollars, to an account maintained
at a bank selected by the Bank,
which bank shall be located
outside the United Kingdom in the
case of Notes payable in a
Specified Currency other than
pounds sterling that mature not
later than five years from and
including the date of issue
thereof), in immediately available
funds, of an amount equal to the
purchase price of such Notes less
the Agent's commission (if any).
In the event that the instructions
given by the Agent for payment to
the account of the Bank are
B-16
revoked, the Bank will as
promptly as possible wire
transfer to the account of the
Agent an amount of immediately
available funds equal to the
amount of such payment made.
The Principal Paying Agent
shall pay the Bank the
aggregate net proceeds received
by it in immediately available
funds via a transfer of funds
to the U.S. dollar account of
the Bank with ABN AMRO in New
York City (or, with respect to
Notes payable in a Specified
Currency other than U.S.
dollars, to an account
maintained at a bank selected
by the Bank which bank shall be
located outside the United
Kingdom in the case of Notes
payable in a Specified Currency
other than pounds sterling that
mature not later than five
years including the date of
issue thereof).
EE. Unless the Agent purchased such
Notes as principal, the Agent will
deliver (with confirmation) such
Notes to the customer against
payment in immediately available
funds. The Agent will obtain the
acknowledgment of receipt of such
Notes by retaining Stub Two.
FF. In the case of all Notes, Chase
will send Stub Three to the
Bank by first-class mail.
Settlement Procedures
Timetable; Registered Notes: For sales by the Bank
of Registered Notes to or through the
Agent, "Settlement Procedures;
Registered Notes" "AA" through "FF" set
forth above shall be completed on or
before the respective times (London
time) set forth below:
B-17
Settlement
Procedure;
Registered
Notes and
Registered
Units Time
---------- ----
AA 2:00 P.M. on second day
before settlement date
BB 3:00 P.M. on second day
before settlement date
CC-DD 2:15 P.M. on settlement date
EE 3:00 P.M. on settlement date
FF 5:00 P.M. on settlement date
Failure to Settle: Bearer Notes. If the Agent shall have
advanced its own funds for payment against
subsequent receipt of funds from the
purchaser and if a purchaser shall fail to
make payment for a Note, the Agent will
promptly notify the Bank, the Principal
Paying Agent, the Depositary and the
Euroclear Operator, Clearstream and any
other relevant clearing system, by
telephone, promptly confirmed in writing
(but no later than the next Business Day).
In such event, the Bank shall promptly
instruct the Principal Paying Agent to
cancel the purchaser's interest in the
appropriate Temporary Global Note
representing such Note. Upon (i)
confirmation from the Principal Paying
Agent in writing (which may be given by
telex or telecopy) that the Principal
Paying Agent has canceled such purchaser's
interest in such Temporary Global Note
and (ii) confirmation from the Agent in
writing (which may be given by telex or
telecopy) that the Agent has not received
payment from the purchaser for the Note,
the Bank will promptly pay to the Agent
an amount in immediately available funds
equal to the amount previously paid by the
Agent in respect of such Bearer Note. Such
payment will be made on the settlement
date, if possible, and in any event not
later than 12 noon (New York City time) on
the Business Day following the
settlement date. The Principal Paying Agent
and the Depositary will make or cause to be
made such revisions to such Temporary Global
B-18
Note as are necessary to reflect the
cancellation of such portion of such
Temporary Global Note.
If a purchaser shall fail to make
payment for the Note for any reason
other than a default by the Agent in the
performance of its obligations hereunder
and under the Distribution Agreement,
then the Bank will reimburse the Agent
on an equitable basis for the Agent's
loss of the use of funds during the
period when they were credited to the
account of the Bank or the Principal
Paying Agent, as applicable.
Immediately upon such cancellation, the
Principal Paying Agent, will make
appropriate entries in its records to
reflect the fact that a settlement did
not occur with respect to such Note or
Unit.
Registered Notes. If a purchaser fails
to accept delivery of and make payment
for any Registered Note, the Agent will
notify the Bank and Chase, as Registrar
of the Registered Notes, by telephone
and return such Note to Chase through
the Principal Paying Agent, if
necessary. Upon receipt of such notice,
the Bank will immediately wire transfer
to the account of the Agent an amount
equal to the amount previously credited
to the Bank's account in respect of such
Note. Such wire transfer will be made on
the settlement date, if possible, and in
any event not later than the Business
Day following the settlement date. If
the failure shall have occurred for any
reason other than a default by the Agent
in the performance of its obligations
hereunder and under the Distribution
Agreement, then the Bank will reimburse
the Agent on an equitable basis for its
loss of the use of the funds during the
period when they were credited to the
account of the Bank or Chase.
Immediately upon receipt of the
Registered Note in respect of which such
failure occurred, Chase will ▇▇▇▇ such
Note "canceled," make appropriate
entries
B-19
in Chase's records and send such Note to the
Bank.
Notice of Issuance
London Stock Exchange: The Sponsoring Member Firm will provide
information with respect to the issuance
of each Series B Note to the London Stock
Exchange or the Euronext Paris S.A., as the
case may be, and will advise the Bank in
writing as to the effectiveness of the
listing of such Series B Note by the close
of business on the related settlement
date.
Listing: The Sponsoring Member Firm will, on a
regular basis, provide the London Stock
Exchange or the Euronext Paris S.A., as
the case may be with such information
regarding Series B Notes issued and
outstanding as such exchange may require.
B-20