EXHIBIT 1-A
[$ ]
ABN AMRO BANK N.V.
DEBT SECURITIES
UNDERWRITING AGREEMENT
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ABN AMRO Incorporated
[NAMES OF OTHER CO-MANAGERS]
c/o ABN AMRO Incorporated
1325 Avenue of the Americas
New York, New York 10019-6026
Ladies and Gentlemen:
ABN AMRO Bank N.V., a public limited liability company incorporated under
the laws of The Netherlands (the "Bank"), proposes to issue and sell to the
several Underwriters named in Schedule I hereto (the "Underwriters") $[ ]
principal amount of its [ ]% notes due ____ (the "Securities") to be issued
pursuant to the provisions of an Indenture dated as of __________, 2000 (the
"Indenture") between the Bank and The Chase Manhattan Bank, as Trustee (the
"Trustee").
The Bank has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Securities and has filed with, or transmitted for filing to, or shall promptly
hereafter file with or transmit for filing to, the Commission a prospectus
supplement (the "Prospectus Supplement") specifically relating to the
Securities pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act"). The term "Registration Statement" means the
registration statement, including the exhibits thereto, as amended to the date
of this Agreement. The term "Basic Prospectus" means the prospectus included in
the Registration Statement. The term "Prospectus" means the Basic Prospectus
together with the Prospectus Supplement. The term "preliminary prospectus"
means a preliminary prospectus supplement specifically relating to the
Securities, together with the Basic Prospectus. As used herein, the terms
"Basic
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Prospectus," "Prospectus" and "preliminary 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 with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
1 Representations and Warranties. The Bank represents and warrants to and
agrees with each of the Underwriters that:
(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.
(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 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 any
Underwriter furnished to the Bank in writing by such Underwriter through
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.
(c) The Bank has been duly incorporated, is validly existing as a
limited liability company incorporated under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus and is
duly
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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 subsidiaries, taken as a
whole.
(d) Each subsidiary of the Bank 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 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 subsidiaries, taken as a
whole.
(e) This Agreement has been duly authorized, executed and delivered
by the Bank.
(f) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Bank and
is a valid and binding agreement of the Bank, enforceable in accordance
with its terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(g) The Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms
of this Agreement, will be entitled to the benefits of the Indenture and
will be valid and binding obligations of the Bank, enforceable in
accordance with their terms except as (i) the enforceability thereof may
be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) rights of acceleration, if any, and the
availability of equitable remedies may be limited by equitable principles
of general applicability.
(h) The execution and delivery by the Bank of, and the performance by
the Bank of its obligations under, this Agreement, the Indenture and the
Securities will not contravene any provision of applicable law or the
articles of association or by-laws of the Bank 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 any
judgment, order or decree of any governmental body,
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agency or court having jurisdiction over the Bank 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 Indenture or the
Securities, 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
Securities.
(i) 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, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(j) There are no legal or governmental proceedings pending or
threatened to which the Bank or any of its subsidiaries is a party or to
which any of the properties of the Bank 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 as exhibits to the
Registration Statement that are not described or filed as required.
(k) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 424 under the Securities Act, complied when so
filed in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder.
(l) 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.
(m) The Bank is not an "investment company" or an entity "controlled"
by an "investment company" as such terms are defined in the Investment
Company Act of 1940, as amended.
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[(n) The Bank has complied with all provisions of Section 517.075,
Florida Statutes relating to doing business with the Government of Cuba or
with any person or affiliate located in Cuba.]*
2 Agreements to Sell and Purchase. The Bank hereby agrees to sell to the
several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Bank the respective principal amounts of Securities set forth in Schedule I
hereto opposite its name at _____% of their principal amount (the "Purchase
Price") plus accrued interest, if any, from ___________, 2000 to the date of
payment and delivery.
3 Terms of Public Offering. The Bank is advised by you that the
Underwriters propose to make a public offering of their respective portions of
the Securities as soon after this Agreement has been entered into as in your
judgment is advisable. The terms of the public offering of the securities are
set forth in the Prospectus.
4 Payment and Delivery. Payment for the Securities shall be made by wire
or other immediately available funds to the order of the Bank at 10:00 A.M.,
local time, on ____________, 2000, or at such other time on the same or such
other date, not later than ___________, 2000, as shall be designated in writing
by you. The time and date of such payment are hereinafter referred to as the
"Closing Date."
Payment for the Securities shall be made against delivery to you for the
respective accounts of the several Underwriters of the one or more global
certificates representing the Securities registered in the name of Cede & Co.
with any transfer taxes payable in connection with the transfer of the
Securities to the Underwriters duly paid. Such certificates shall be made
available to the Representatives at the offices of the Depository Trust
Company, New York, New York, for inspection and packaging not later than at
least 24 hours prior to the Closing Date."
Delivery on the Closing Date of any Underwriters' Securities that are (i)
Securities in bearer form shall be effected by delivery of a single temporary
global Security without coupons (the "Global Security") evidencing the
Securities that are Securities in bearer form to a common depositary for [ ],
Brussels office, as operator of the Euroclear System ("Euroclear"), and for
Clearstream Banking S.A. ("Clearstream") for credit to the respective accounts
at Euroclear or Clearstream of each Underwriter or to such other accounts as
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* Include if securities are not listed.
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such Underwriter may direct. Any Global Security shall be delivered to you not
later than the Closing Date, against payment of funds to the Bank in the net
amount due to the Bank for such Global Security, by the method and in the form
set forth in the Underwriting Agreement. The Bank shall cause definitive
Securities in bearer form to be prepared and delivered in exchange for such
Global Security in such manner and at such time as may be provided in or
pursuant to the Indenture; provided, however, that the Global Security shall be
exchangeable for definitive Securities in bearer form only on or after the date
specified for such purpose in the Prospectus.
5 Conditions to the Underwriters' Obligations. The several obligations of
the Underwriters are subject to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date:
(i) 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 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; and
(ii) 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, from that set forth
in the Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement) that, in your judgment, is
material and adverse and that makes it, in your judgment,
impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus.
(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Bank, to the effect set forth in clause (a)(i) above and to the effect
that the representations and warranties of the Bank contained in this
Agreement are true and correct as of the Closing Date and that the Bank
has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before
the Closing Date.
The officer signing and delivering such certificate may rely upon the best
of his or her knowledge as to proceedings threatened.
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(c) The Underwriters shall have received on the Closing Date:
(i) an opinion of Schulte Roth & Zabel LLP, outside counsel for
the Bank, dated the Closing Date, to the effect that:
(A) each of ABN AMRO Incorporated and [list U.S.
subsidiaries] (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;
(B) each of the Bank, ABN AMRO Incorporated and its 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;
(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, it is a valid and binding
agreement of the Bank, 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;
(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
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by the Bank and authenticated by the relevant 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, 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;
(E) the execution and delivery by the Bank of the Notes,
the Indenture and this Agreement and the performance by the Bank
of its obligations under such agreements will not contravene any
provision of applicable U.S. federal or New York State law or,
to the best of such counsel's knowledge, any agreement or other
instrument binding upon the Bank or any of its consolidated
subsidiaries that is material to the Bank and its consolidated
subsidiaries, taken as a whole, or, to the best of such
counsel's knowledge, any judgment, order or decree of any U.S.
governmental body, agency or court having jurisdiction over the
Bank or any of its consolidated subsidiaries, and no consent,
approval, authorization or order of or qualification with any
U.S. governmental body or agency is required for the performance
by the Bank of its obligations under this Agreement, the Notes
and the Indenture, 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
opinion is expressed on 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 (1) 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) and (2) in "Item 3 -
Legal Proceedings" of the most recent annual reports on Form
20-F incorporated by reference in the Prospectus, if any, filed
since such annual reports and incorporated by reference in the
Prospectus, in each case insofar as such statements constitute
summaries of the legal matters, documents or proceedings
referred to therein, fairly present the information called for
with respect to such legal
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matters, documents and proceedings and fairly summarize the
matters referred to therein;
(G) after due inquiry, such counsel does not know of any
legal or governmental proceedings pending or threatened to which
the Bank or any of its consolidated subsidiaries is a party or
to which any of the properties of the Bank or any of its
consolidated subsidiaries is subject that are required to be
described in the Registration Statement or the Prospectus, as
then amended or supplemented, and are not so described or of any
foreign, U.S. federal or state statutes, regulations, contracts
or other documents governed by foreign, U.S. federal or state
law that are required to be described in the Registration
Statement or the Prospectus, as then amended or supplemented, or
to be filed or incorporated by reference as exhibits to such
Registration Statement that are not described, filed or
incorporated by reference as required;
(H) the Bank 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; and
(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
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
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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.
(ii) The opinion, dated as of such date, of Clifford Chance
Limited Liability Partnership, special Dutch counsel to the Bank, or
of other counsel satisfactory to you and who may be an officer of the
Bank, to the effect that:
(A) the Bank 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. The
Bank has:
(1) corporate power and corporate capacity to execute
and deliver the Indenture, the Notes and this 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 and this
Agreement (including the issue of the Notes) and own its
properties and conduct its businesses as described in the
Prospectus as amended or supplemented; 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 and this Agreement and such
documents have been duly authorized, executed and
delivered.
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(B) each of [list foreign subsidiaries] (each a "Foreign
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 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;
(C) each of the Bank and its Foreign Material Subsidiaries
has all necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all
declarations and filings with, all Dutch governmental
authorities, all Dutch self-regulatory organizations and all
Dutch 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;
(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 of
the Prospectus; or
(3) the execution and delivery by the Bank of the
Indenture, the Notes and this Agreement and the performance
of its obligations thereunder; or
(4) the payment by the Bank, when due, of all sums
which it may be liable to pay in respect of the Notes or
under the Indenture or this Agreement in the currency in
which they are stated to be payable.
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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;
(2) any law or generally applicable regulation of The
Netherlands to which the Bank is subject; or
(3) to the best of such counsel's knowledge, any
judgment, order or decree of any Dutch governmental body,
agency or court having jurisdiction over the Bank or any of
its consolidated subsidiaries.
which would make the Indenture and this 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, insofar as such
statements constitute summaries of the legal matters, documents
or proceedings referred to therein, fairly present the
information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters
referred to therein.
(F) the agreement of the Bank that the Indenture, the Notes
and this 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
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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
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 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 and this Agreement is valid and legally binding upon the
Bank. 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 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, they will
constitute valid and legally binding obligations of the Bank
enforceable in accordance with their respective terms. Each of
the Indenture and this Agreement constitutes the valid and
legally binding obligation of the Bank, enforceable in
accordance with their respective terms.
(iii) The opinion, dated as of such date, of Davis Polk &
Wardwell, counsel for the Underwriters, covering the matters in
subparagraphs (ii)(C) and (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) and
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"Plan of Distribution" (in the Prospectus Supplement and in the Basic
Prospectus).
With respect to subparagraph (I) of paragraph (c)(i) above, Schulte
Roth & Zabel LLP 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.
The opinion of Clifford Chance Limited Liability Partnership and
Schulte Roth & Zabel LLP described in paragraph (c)(i) and (ii) above
shall be rendered to you at the request of the Bank and shall so state
therein.
(d) The Underwriters shall have received, on each of the date hereof
and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance satisfactory to the
Underwriters, from Ernst & Young Accountants, independent public
accountants, 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
the Registration Statement and the Prospectus.
6 Covenants of the Bank. In further consideration of the agreements of the
Underwriters herein contained, the Bank covenants with each Underwriter as
follows:
(a) To furnish to you, without charge, [ ] signed copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and, during the period mentioned in paragraph
(c) below, as many copies of the Prospectus and any supplements and
amendments thereto or to the Registration Statement as you may reasonably
request.
(b) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish to you a copy of each such proposed amendment
or supplement and not to file any such proposed amendment or supplement to
which you reasonably object.
(c) If, during such period after the first date of the public
offering of the Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by
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an Underwriter or dealer, any event shall occur or condition exist as a
result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if, in
the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses you will
furnish to the Bank) to which Securities may have been sold by you on
behalf of the Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus, as amended or supplemented, will
comply with law.
(d) To endeavor to qualify the Securities for offer and sale under
the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request.
(e) To make generally available to the Bank's security holders and to
you as soon as practicable an earning statement covering the
twelve-month period beginning [ ], which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the
rules and regulations of the Commission thereunder.
(f) During the period beginning on the date hereof and continuing to
and including the Closing Date, not to offer, sell, contract to sell
or otherwise dispose of any debt securities of the Bank or warrants to
purchase securities of the Bank substantially similar to the
Securities (other than (i) the Securities and (ii) commercial paper
issued in the ordinary course of business), without the prior written
consent of ABN AMRO Incorporated.
(g) To pay all expenses incident to the performance of its
obligations under this 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 Securities; (iii) the fees and disbursements of the
Bank's counsel and accountants and of the Trustee and its counsel;
(iv) the qualification of the Securities under state securities or
Blue Sky laws in accordance with the provisions of Section 6(d),
including filing fees and the fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the
preparation of any Blue Sky or Legal Investment Memoranda; (v) the
printing and delivery to the Underwriters in quantities
15
<PAGE>
as hereinabove stated of copies of the Registration Statement and all
amendments thereto and of each preliminary prospectus and the
Prospectus and any amendments or supplements thereto; (vi) the
printing and delivery to the Underwriters of copies of any Blue Sky or
Legal Investment Memoranda; (vii) any fees charged by rating agencies
for the rating of the Securities; (viii) the filing fees and expenses,
if any, incurred with respect to any filing with the National
Association of Securities Dealers, Inc. made in connection with the
offering of the Securities; and (ix) any expenses incurred by the Bank
in connection with a "road show" presentation to potential investors.
7 Covenants of the Underwriters. (a) Each of the several Underwriters
represents and agrees with the Bank that:
(i) except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules"), (A) it has not offered or sold, and
during the restricted period will not offer or sell, Securities in bearer
form (including any Security in global form that is exchangeable for
Securities in bearer form) to a person who is within the United States or
its possessions or to a United States person and (B) it has not delivered
and will not deliver within the United States or its possessions
definitive Securities in bearer form that are sold during the restricted
period;
(ii) it has, and throughout the restricted period will have, in
effect procedures reasonably designed to ensure that its employees or
agents who are directly engaged in selling Securities in bearer form are
aware that such Securities may not be offered or sold during the
restricted period to a person who is within the United States or its
possessions or to a United States person, except as permitted by the D
Rules;
(iii) if it is a United States person, it is acquiring the Securities
in bearer form for purposes of resale in connection with their original
issuance and if it retains Securities in bearer form for its own account,
it will only do so in accordance with the requirements of U.S. Treas. Reg.
Section 1.163-5(c)(2)(i)(D)(6);
(iv) if it transfers to any affiliate Securities in bearer form for
the purpose of offering or selling such Securities during the restricted
period, it will either (A) obtain from such affiliate for the benefit of
the Bank the representations and agreements contained in Sections 7(a)(i),
7(a)(ii) and 7(a)(iii) or (B) repeat and confirm the representations and
agreements contained in Sections 7(a)(i),
16
<PAGE>
7(a)(ii) and 7(a)(iii) on such affiliate's behalf and obtain from such
affiliate the authority to so obligate it;
(v) it will obtain for the benefit of the Bank the representations
and agreements contained in Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and
7(a)(iv) from any person other than its affiliate with whom it enters into
a written contract, as defined in U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D)(4), for the offer or sale during the restricted period
of Securities in bearer form;
(vi) it will comply with or observe any other restrictions or
limitations set forth in the Prospectus on persons to whom, or the
jurisdictions in which, or the manner in which, the Securities may be
offered, sold, resold or delivered;
(vii) terms used in this Section 7 have the meaning given to them by
the U.S. Internal Revenue Code of 1986, as amended, and regulations
thereunder, including the D Rules. The restricted period is defined at
U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(7); and
(viii) until the date on which the Securities Board of The
Netherlands (Stichting Toezicht Effectenerkeer) shall have granted a
dispensation on the offering of the securities pursuant to the
Registration Statement (the "Dispensation Date"):
(a) it has not offered, transferred or sold and will not offer,
transfer or sell any Securities (including rights representing an
interest in a Security in global form), directly or indirectly, as
part of their initial distribution or at any time thereafter, to any
persons (including legal entities) established, domiciled,
incorporated or having their usual residence in The Netherlands
("Dutch Residents");
(b) it has not addressed and will not address any announcement
of a forthcoming offer of Securities, to or for the benefit of Dutch
Residents;
(c) it will mention in all offers, offer notices, publications
and other documents in which it makes an offer of Securities, or
announces a forthcoming offer thereof, that such Securities may not
be offered, transferred to sold as part of their initial distribution
or at any time thereafter to or for the benefit of Dutch Residents;
17
<PAGE>
(d) any offer of Securities made by it and any offer notices,
publications, advertisements and other documents in which it makes an
offer of Securities, or announces a forthcoming offer thereof
complies with and will comply with all applicable laws and
regulations of the jurisdictions in which such offer, announcement or
publication is made or such notices or documents are distributed from
time to time; and
(e) it will mention the same in such offers, offer notices,
publications and other documents.
8 Indemnity and Contribution.
(a) The Bank agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning
of either Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), from and against
any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred by any
Underwriter or any such controlling person 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, any preliminary prospectus or the
Prospectus (as amended or supplemented if the Bank 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 any Underwriter furnished to the Bank
in writing by such Underwriter through you expressly for use therein,
provided, however, that the foregoing indemnity agreement with respect to
any preliminary prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims,
damages or liabilities purchased Securities, or any person controlling
such Underwriter, if a copy of the Prospectus (as then amended or
supplemented if the Bank shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such
Underwriter to such person, if required by law so to have been delivered,
at or prior to the written confirmation of the sale of the Securities to
such person, and if the Prospectus (as so amended or supplemented) would
have cured the defect giving rise to such losses, claims, damages or
liabilities, unless such failure is the result of noncompliance by the
Bank with section 8(a) hereof.
18
<PAGE>
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Bank, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the Bank
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 to such Underwriter, but only with reference to information
relating to such Underwriter furnished to the Bank in writing by such
Underwriter through you expressly for use in the Registration Statement,
any preliminary prospectus, 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) of this Section 8, such
person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing
and the 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 ABN AMRO Incorporated, in the case of parties indemnified
pursuant to paragraph (a) above and by the Bank, 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 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
19
<PAGE>
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 8 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in
lieu of 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 on the
one hand and the Underwriters on the other hand from the offering of the
Securities or (ii) if the allocation provided by clause (i) above 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 on the one hand and of the
Underwriters 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 on the one hand and the Underwriters on the other
hand in connection with the offering of the Securities shall be deemed to
be in the same respective proportions as the net proceeds from the
offering of the Securities (before deducting expenses) received by the
Bank and the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus, bear to the aggregate Public Offering Price of the Securities.
The relative fault of the Bank on the one hand and the Underwriters 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 or by the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters'
respective obligations to contribute pursuant to this Section 8 are
several in proportion to the
20
<PAGE>
respective principal amounts of Securities they have purchased hereunder,
and not joint.
(e) The Bank and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 8 were determined by
pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) of
this Section 8. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph 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 8, no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has
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 8 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.
(f) The indemnity and contribution provisions contained in this
Section 8 and the representations, warranties and other statements of the
Bank contained in this Agreement shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Bank, its officers
or directors or any person controlling the Bank and (iii) acceptance of
and payment for any of the Securities.
9 Termination. This Agreement shall be subject to termination by notice
given by you to the Bank, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the National Association of
Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Bank shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking
activities in New York
21
<PAGE>
or in Chicago shall have been declared by either Federal, New York or Illinois
State authorities or (iv) there shall have occurred any outbreak or escalation
of hostilities or any change in financial markets or any calamity or crisis
that, in your judgment, is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event, singly or
together with any other such event, makes it, in your judgment, impracticable
to market the Securities on the terms and in the manner contemplated in the
Prospectus. Notice of such cancellation shall be given to the Bank by telecopy
or telephone but shall be subsequently confirmed by letter.
10 Effectiveness; Defaulting Underwriters. This Agreement shall become
effective upon the execution and delivery hereof by the parties hereto. If, on
the Closing Date, any one or more of the Underwriters shall fail or refuse to
purchase Securities that it has or they have agreed to purchase hereunder on
such date, and the aggregate principal amount of Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate principal amount of the Securities
to be purchased on such date, the other Underwriters shall be obligated
severally in the proportions that the principal amount of Securities set forth
opposite their respective names in Schedule I bears to the principal amount of
Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided that in no event shall the
principal amount of Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such principal amount of Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is
more than one-tenth of the aggregate principal amount of Securities to be
purchased on such date, and arrangements satisfactory to you and the Bank for
the purchase of such Securities are not made within 36 hours after such
default, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Bank. In any such case either you or the Bank
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Bank to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Bank shall be unable to perform its obligations under this
Agreement, the Bank will
22
<PAGE>
reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering
contemplated hereunder.
Any notice under this Section 10 may be made by telecopy or telephone but
shall be subsequently confirmed by letter.
11 Notices. Except as otherwise provided in Sections 9 and 10 hereof,
notice given pursuant to any of the provisions of this Agreement shall be in
writing and shall be delivered (a) if to the Bank, at the office of the Bank at
_____________________________, Attention: ______________________, with a copy
to Michael R. Littenberg, Esq., Schulte Roth & Zabel LLP, 910 Third Avenue, New
York, New York 10022 or (b) if to the Representatives, at the offices of ABN
AMRO Incorporated, 1325 Avenue of the Americas, 10th Floor, New York, New York
10019-6026, Attention: [Fixed Income Origination], ______________________ with
a copy to ______________________ or in any case to such other address as the
person to be notified may have requested in writing.
12 Successors. The Agreement is made solely for the benefit of the several
Underwriters, the Bank, their directors and officers and other controlling
persons referred to in Section 8 hereof, and their respective successors and
assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. The term "successors and assigns" as used in this Agreement
shall not include a purchaser from any of the several Underwriters of any of
the Securities in his status as such purchaser.
13 Partial Unenforceability. In any section, paragraph or provision of
this Agreement is for any reason determined to be invalid or unenforceable,
such determination shall not affect the validity or enforceability of any other
section, paragraph or provision hereof.
14 Counterparts. This Agreement may be signed in two or more counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
15 Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
16 Submission to Jurisdiction. The Bank agrees that any legal suit, action
or proceeding brought by any Underwriter or by any person controlling any
Underwriter, 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
23
<PAGE>
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 has appointed Willie J. Miller, Jr., 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 Underwriter and the Bank 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 such appointment shall have been accepted by such successor
authorized agent. The Bank represents and warrants that the Authorized Agent
has agreed to act as said agent for service of process, and the Bank 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 shall be deemed, in every respect,
effective service of process upon the Bank.
17 Judgment Currency. The Bank, on the one hand, and the Underwriters
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 Notes 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 the Underwriters 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.
18 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.
24
<PAGE>
Please confirm that the foregoing correctly sets forth the agreement among the
Bank and the several Underwriters.
Very truly yours,
ABN AMRO BANK N.V.
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
Accepted as of the date hereof
ABN AMRO Incorporated
Acting severally on behalf of'
themselves and the several
Underwriters named herein.
By ABN AMRO Incorporated
By
------------------------------------
Name:
Title:
25
<PAGE>
ABN AMRO BANK N.V.
SCHEDULE I
Underwriters
Principal Amount
of Securities To
Names Be Purchased
----- ----------------
ABN AMRO Incorporated...................................
[NAMES OF OTHER CO-MANAGERS]............................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
[NAMES OF OTHER UNDERWRITERS]...........................
-----------------
Total.................................
=================
