EXHIBIT 10.2.1
Capital One Bank
Deposit Notes
Due From 30 Days to 30 Years from Date of Issue
AMENDMENT TO DISTRIBUTION AGREEMENT
DATED APRIL 30, 1996
April 30, 1998
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
BANCAMERICA ROBERTSON STEPHENS
CHASE SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
LEHMAN BROTHERS
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
NATIONSBANC MONTGOMERY SECURITIES LLC
SALOMON BROTHERS INC
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
Ladies and Gentlemen:
Capital One Bank, a banking association chartered under the laws of
the Commonwealth of Virginia (the "Bank"), desires to amend the Distribution
Agreement, dated
April 30, 1996, entered into with respect to the distribution of the Bank's
Deposit 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 Robertson Stephens, Chase Securities Inc., and NationsBanc
Montgomery Securities LLC (the "Additional Agents") as Agents pursuant to
Section 1(e) of the Distribution Agreement and to remove Goldman, Sachs & 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
Robertson Stephens, Chase Securities Inc., and NationsBanc Montgomery
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 Robertson Stephens, Chase Securities
Inc., and NationsBanc Montgomery Securities LLC whenever used in the
Distribution Agreement, with such conforming changes as may be
necessary, and Goldman, Sachs & 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.
2
(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 Robertson Stephens:
231 S. LaSalle Street, 18th Floor
Chicago, Illinois 60697
Attention: Matthew Carey/MTN Product
Management
Facsimile Number: (312) 974-8936
If to Chase Securities Inc.:
270 Park Avenue
New York, New York 10017
Attention: Medium-Term Note Desk
Facsimile Number: (212) 834-6170
If to NationsBanc Montgomery Securities LLC:
NationsBank Corporate Center
100 N. Tryon Street
Charlotte, North Carolina 28255
Attention: Steve Austen
Facsimile Number: (704) 388-9939
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 April 30, 1998, (iii) the Letters of
Representation shall refer to the Short-Term and Medium-Term Letters of
Representation dated April 30, 1996, 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
3
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.
[Remainder of this page intentionally left blank]
4
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/ John G. Finneran, Jr.
----------------------------
Name: John G. Finneran, Jr.
Title: Senior Vice President, General
Counsel & Corporate Secretary
CONFIRMED AND ACCEPTED,
as of the date first written above:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/
-----------------------
Name:
Title:
BANCAMERICA ROBERTSON STEPHENS
By: /s/
-----------------------
Name:
Title:
CHASE SECURITIES INC.
By: /s/
-----------------------
Name:
Title:
5
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/
-----------------------
Name:
Title:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/
-----------------------
Name:
Title:
LEHMAN BROTHERS INC.
By: /s/
-----------------------
Name:
Title:
J.P. MORGAN SECURITIES INC.
By: /s/
-----------------------
Name:
Title:
NATIONSBANC MONTGOMERY SECURITIES LLC
By: /s/
-----------------------
Name:
Title:
SALOMON BROTHERS INC
By: /s/
-----------------------
Name:
Title:
6