EXHIBIT 10.1.1
Capital One Bank
Senior and Subordinated Bank Notes
Due From 30 Days to 30 Years from Date of Issue
AMENDMENT TO AMENDED AND RESTATED
DISTRIBUTION AGREEMENT DATED APRIL 30, 1996
April 21, 1998
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
BANCAMERICA XXXXXXXXX XXXXXXXX
XXXXX SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXXXX, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
XXXXXX BROTHERS
XXXXXX BROTHERS INC.
X.X. XXXXXX SECURITIES INC.
NATIONSBANC XXXXXXXXXX SECURITIES LLC
SALOMON BROTHERS INC
x/x Xxxxxxx Xxxxx & Xx.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Capital One Bank, a banking association chartered under the laws of
the Commonwealth of Virginia (the "Bank"), desires to amend the Amended and
Restated
Distribution Agreement, dated April 30, 1996, entered into with respect
to the distribution of the Bank's Senior and Subordinated Bank Notes due from 30
days to 30 years from date of issue (the "Notes"), and made between the Bank and
the Agents party thereto (which agreement, as amended from time to time, is
herein referred to as the "Distribution Agreement") to add BancAmerica Xxxxxxxxx
Xxxxxxxx, Xxxxx Securities Inc., and NationsBanc Xxxxxxxxxx Securities LLC (the
"Additional Agents") as Agents pursuant to Section 1(e) of the Distribution
Agreement and to remove Xxxxxxx, Xxxxx & Co. as an Agent under, and a party to,
the Distribution Agreement.
Each of the Additional Agents will serve as an Agent and be a party to
the Distribution Agreement in connection with the Notes, and will be vested with
all of the authority, rights, powers, duties and obligations of an Agent as if
originally named as an Agent under the Distribution Agreement.
Except as modified hereby, all of the terms and conditions of the
Distribution Agreement shall remain in full force and effect and are hereby
confirmed in all respects.
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings attributed thereto in the Distribution Agreement.
Section 1. Amendments to the Distribution Agreement.
The Distribution Agreement is hereby amended as follows:
(a) From and after the date hereof, each of BancAmerica
Xxxxxxxxx Xxxxxxxx, Xxxxx Securities Inc., and NationsBanc Xxxxxxxxxx
Securities LLC (the "Additional Agents") shall be an Agent for all
purposes of the Distribution Agreement, the term "Agent" shall be
deemed to include BancAmerica Xxxxxxxxx Xxxxxxxx, Xxxxx Securities
Inc., and NationsBanc Xxxxxxxxxx Securities LLC whenever used in the
Distribution Agreement, with such conforming changes as may be
necessary, and Xxxxxxx, Xxxxx & Co. shall no longer be an Agent under,
or a party to, the Distribution Agreement. By its execution of this
Amendment, each of the Additional Agents agrees to be bound by, and
comply with, all of the provisions of the Distribution Agreement
applicable to the Agents thereunder. The obligations of the Agents
under the Distribution Agreement are several and not joint, and no
Agent shall be responsible for the obligations of any other Agent, nor
will the failure of any Agent to perform its obligations under the
Distribution Agreement relieve any other Agent from performance of its
obligations under the Distribution Agreement.
(b) In consideration of the Bank appointing each of the
Additional Agents as an Agent under the Distribution Agreement in
connection with the Notes, each of the Additional Agents hereby agrees
to perform all of the duties and obligations assumed by an Agent under
the Distribution Agreement and agrees to be bound by, and comply with,
all of the provisions of the Distribution Agreement as fully as though
such Additional Agent were a signatory to the Distribution Agreement.
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(c) The address of each of the Additional Agents for the
purposes of giving notices under Section 13 of the Distribution
Agreement is:
If to BancAmerica Xxxxxxxxx Xxxxxxxx:
000 X. XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx/MTN Product
Management
Facsimile Number: (000) 000-0000
If to Chase Securities Inc.:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Medium-Term Note Desk
Facsimile Number: (000) 000-0000
If to NationsBanc Xxxxxxxxxx Securities LLC:
NationsBank Corporate Center
000 X. Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx Xxxxxx
Facsimile Number: (000) 000-0000
Section 2. Representations and Warranties.
------------------------------
The Bank hereby repeats and reaffirms the representations and
warranties contained in Section 2 of the Distribution Agreement, with the same
force and effect as though such representations and warranties had been made as
of the date hereof, provided that all references in such representations and
warranties to (i) the Distribution Agreement shall refer to the Distribution
Agreement as amended by this Amendment, (ii) the Offering Circular shall refer
to the Offering Circular dated Xxxxx 00, 0000, (xxx) the Letters of
Representation shall refer to the Short-Term and Medium-Term Letters of
Representation dated April 30, 1997, and (iv) the Call Reports shall refer to
the Call Reports beginning with and including the Call Report for the period
ended December 31, 1995.
Section 3. Governing Law.
-------------
This Amendment shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
Section 4. Severability of Provisions.
--------------------------
Any provision of this Amendment which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or
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unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
Section 5. Captions.
--------
The captions in this Amendment are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.
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If the foregoing is agreeable to you, please sign and return to the
Bank a counterpart hereof, whereupon this instrument along with all counterparts
will become a binding agreement between each of the Agents and the Bank in
accordance with its terms.
Very truly yours,
CAPITAL ONE BANK
By: /s/ Xxxxxxx X. Xxxx
----------------------
Name: Xxxxxxx X. Xxxx
Title: Director of Capital Market
CONFIRMED AND ACCEPTED,
as of the date first written above:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/
-------------------------
Name:
Title:
BANCAMERICA XXXXXXXXX XXXXXXXX
By: /s/
-------------------------
Name:
Title:
CHASE SECURITIES INC.
By: /s/
-------------------------
Name:
Title:
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CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/
-------------------------
Name:
Title:
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
By: /s/
-------------------------
Name:
Title:
XXXXXX BROTHERS
XXXXXX BROTHERS INC.
By: /s/
-------------------------
Name:
Title:
X.X. XXXXXX SECURITIES INC.
By: /s/
-------------------------
Name:
Title:
NATIONSBANC XXXXXXXXXX SECURITIES LLC
By: /s/
-------------------------
Name:
Title:
SALOMON BROTHERS INC
By: /s/
-------------------------
Name:
Title:
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