ABN AMRO BANK N.V. as Issuer, ABN AMRO HOLDING N.V. as Guarantor, CITIBANK, N.A. as Securities Administrator, and WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of September 15, 2006Indenture • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec • New York
THIS INDENTURE, dated as of September 15, 2006 between ABN AMRO BANK N.V., a public limited liability company incorporated in The Netherlands (the “Issuer”), ABN AMRO HOLDING N.V., a public limited liability company incorporated in The Netherlands (the “Guarantor”), Citibank, N.A., as securities administrator (the “Securities Administrator”) and Wilmington Trust Company, as trustee (the “Trustee”),
ContractAbn Amro Bank Nv • September 29th, 2009 • Commercial banks, nec
ABN AMRO Holding N.V. as guarantor ABN AMRO Bank N.V. as issuer Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands RBS Securities Inc. 600 Washington Boulevard Stamford, Connecticut 06901 United States of America as selling agent Our ref: 55-40455200 Direct Dial: +31 20 711 9650 E-Mail: kees.westermann@cliffordchance.com 29 September 2009
ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM AGENT ACCESSION LETTERAbn Amro Bank Nv • September 29th, 2009 • Commercial banks, nec
ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM U.S. DISTRIBUTION AGREEMENTNotes Terms Agreement • September 29th, 2009 • Abn Amro Bank Nv • Commercial banks, nec • New York
Book-Entry Notes, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth in Part I hereof as they may subsequently be amended as the result of changes in DTC’s operating procedures. Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof.
ABN AMRO BANK N.V. ABN AMRO HOLDING N.V. ABN NotesSM LETTER AGREEMENT RE U.S. DISTRIBUTION AGREEMENTAbn Amro Bank Nv • September 29th, 2009 • Commercial banks, nec • New York
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 333-137691-02 (the “Original Registration Statement”); it being understood that the ot
