ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM LETTER AGREEMENT RE U.S. DISTRIBUTION AGREEMENT
Exhibit
1.3
September
29, 2009
RBS Securities
Inc.
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Dear Sirs and
Mesdames:
Reference is made
to the U.S. Distribution Agreement dated September 29, 2006 among ABN AMRO Bank
N.V., a public limited liability company incorporated under the laws of The
Netherlands (the “Bank”), ABN AMRO Holding N.V.,
a public limited liability company incorporated under the laws of The
Netherlands (“Holding”),
and the other agents signatory thereto, as supplemented by the Agent Accession
Letter dated as of September 14, 2009, among the Bank, Holding and you (as so
supplemented, the “Distribution
Agreement”) with respect to the issue and sale from time to time by the
Bank, (each, an “offering”) of up to
$7,500,000,000 (or the equivalent thereof in one or more foreign currencies)
aggregate initial public offering price of its senior notes (the “Notes”), subject to reduction
as a result of the sale by the Bank of any other debt securities sold pursuant
to Registration Statement Nos. 333-137691 and ▇▇▇-▇▇▇▇▇▇-▇▇ (the “Original Registration
Statement”); it being understood that the other agents named in the
original Distribution Agreement are no longer acting as selling agents under the
Distribution Agreement. The Notes will be entitled to the benefit of a
full and unconditional guarantee by Holding as set forth in an indenture dated
as of September 15, 2006 among the Bank, Holding, Citibank N.A., as securities
administrator, and Wilmington Trust Company, as trustee.
The Bank and
Holding have filed on September 29, 2009, a new registration statement,
Registration Statement No. 333- (as may be amended
from time to time, the “New
Registration Statement”), under the Securities Act of 1933, as amended,
relating to offerings of the Notes, to replace the expiring Original
Registration Statement. The Bank, Holding and you agree that the
Distribution Agreement shall remain in full force and effect and shall apply to
any offering
of Notes pursuant to the New Registration Statement in which you are
participating as an Agent, subject to the following:
(a) All references to the
“Registration Statement”
in the Distribution Agreement shall be deemed to refer to the New Registration
Statement, including all exhibits thereto;
(b) All references to the
“Base Prospectus” in the
Distribution Agreement shall be deemed to refer to the prospectus in the form in
which it appears in the New Registration Statement;
(c) All references to the
“ABN AMRO Prospectus
Supplement” in the Distribution Agreement shall be deemed to refer to the
supplement to the Base Prospectus dated September 29, 2009 that describes
certain terms of the Notes and Guarantee;
(d) All references to any “preliminary pricing
supplement” in the Distribution Agreement shall be deemed to refer to any
preliminary pricing supplement or any product supplement and underlying
supplement, as applicable;
(e) All references to any
“final pricing
supplement” in the Distribution Agreement shall be deemed to refer to any
final pricing supplement, and, if applicable, any product supplement and
underlying supplement;
(f) The reference to “a
commission in the form of a discount from the purchase price of such security
equal to between 0.5% and 4%” in the third paragraph of Section 3 of the
Distribution Agreement shall be deemed to refer to “a commission equal to
between 0.05% and 5%”;
(g) Subject to compliance with
any applicable laws and regulations, including the rules of the Financial
Industry Regulatory Authority, you may use all or a portion of the commission
paid to you by the Bank in connection with an offering of the Notes as
contemplated by Section 3 of the Distribution Agreement to pay other dealers you
have appointed in connection with such offering in the form of selling
concessions, additional fees payable upon maturity of the Notes based on the
performance of the Notes sold and/or additional fees payable annually based on
the amount of Notes sold by such dealer in a particular calendar year; provided that the aggregate
amount of such selling concessions and additional fees paid to all dealers for
an offering shall not exceed 8% of the offering proceeds from such offering;
and
(h) You agree to waive the
conditions set forth in Sections 5(b), 5(c) and 5(d) of the Distribution
Agreement.
This Letter
Agreement will be governed by and construed in accordance with the internal laws
of the State of New York.
2
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 among the Bank, Holding and you.
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Very
truly yours,
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ABN
AMRO BANK N.V.
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By:
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/s/
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Name:
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Title:
Attorney-in-fact
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By:
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/s/
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Name:
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Title:
Attorney-in-fact
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ABN
AMRO HOLDING N.V.
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By:
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Name:
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Title:
Attorney-in-fact
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By:
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/s/
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Name:
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Title:
Attorney-in-fact
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The foregoing
Letter Agreement
is hereby confirmed and accepted as of the
date first above written.
is hereby confirmed and accepted as of the
date first above written.
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RBS
SECURITIES INC.
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By:
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Name:
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Title:
Senior Vice President
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