Revolving Credit Facility Agreement

Exhibit 10.19


CONFORMED COPY


(Pound)156,457,500.00
and
(Canadian)$139,608,700


REVOLVING CREDIT FACILITY AGREEMENT


between


CAPITAL ONE FINANCE COMPANY CAPITAL ONE INC.
as original borrowers


CAPITAL ONE FINANCIAL CORPORATION
as original guarantor


BANK OF MONTREAL
BZW
CHASE MANHATTAN plc
DEUTSCHE BANK AG LONDON
as arrangers


BARCLAYS BANK PLC
as Facility Agent


BARCLAYS BANK PLC
as Sterling Agent


BANK OF MONTREAL
as Canadian Dollar Agent
and
OTHERS


Clifford Chance
London


CONTENTS


Clause Page No.
Part 1
INTERPRETATION


1. Interpretation............................................................1


Part 2
THE FACILITIES


2. The Facilities...........................................................20 3. Purpose..................................................................22 4. Conditions Precedent.....................................................22 5. Nature of Banks' Obligations.............................................22


Part 3
UTILISATION OF FACILITY A AND FACILITY B


6. Utilisation of Facility A and Facility B.................................23


Part 4
BILLS


7. Acceptance of Bills by the Canadian Dollar Agent........................28 8. Bills...................................................................28 9. Payment on Maturity of Bills............................................29 10. Commission on Bills.....................................................30 11. Canadian Dollar Agent's Responsibility in respect of Bills..............31


Part 5
THE ADVANCES


12. Making of Advances under Facility A and Facility B......................32 13. Payment of Interest.....................................................32 14. Calculation of Interest.................................................32 15. Repayment of Advances...................................................33


Part 6
CANCELLATION


16. Cancellation............................................................34 17. Prepayment..............................................................34


Part 7
CHANGES IN CIRCUMSTANCES


18. Taxes...................................................................35 19. Tax Receipts............................................................37 20. Tax Undertaking by Banks and Tax Refunds................................38 21. Increased Costs.........................................................38 22. Illegality..............................................................40 23. Market Disruption.......................................................41 24. Mitigation..............................................................42


Part 8
REPRESENTATIONS, COVENANTS AND EVENTS OF DEFAULT


25. Representations.........................................................44 26. Financial Information...................................................47 27. Financial Condition.....................................................48 28. Covenants...............................................................53 29. Events of Default.......................................................54


Part 9
DEFAULT INTEREST AND INDEMNITY


30. Default Interest and Indemnity..........................................58


Part 10
PAYMENTS


31. Currency of Account and Payment.........................................61 32. Payments................................................................62 33. Set-Off.................................................................64 34. Redistribution of Payments..............................................65


Part 11
FEES, COSTS AND EXPENSES


35. Fees....................................................................68 36. Costs and Expenses......................................................69


Part 12
AGENCY PROVISIONS


37. The Facility Agent, the Sterling Agent, the Canadian Dollar Agent,
the Arrangers and the Banks...........................................71


Part 13
ASSIGNMENT'S AND TRANSFERS


38. Benefit of Agreement....................................................76 39. Assignments and Transfers by the Obligors...............................76 40. Assignments and Transfers by Banks......................................76 41. Disclosure of Information...............................................78


Part 14
MISCELLANEOUS


42. Acceding Borrowers and Transferee Borrowers.............................79 43. Calculations and Evidence of Debt.......................................80 44. Amendments and Waivers..................................................82 45. Remedies and Waivers....................................................83 46. Partial Invalidity......................................................84 47. Notices.................................................................84 48. Counterparts............................................................84 49. European Monetary Union.................................................85


Part 15
LAW AND JURISDICTION


50. Law.....................................................................88 51. Jurisdiction............................................................88


THIS AGREEMENT is made the 29th day of August 1997


BETWEEN


(1) CAPITAL ONE FINANCE COMPANY ("COFC") and CAPITAL ONE INC. ("COI") (together
the "Original Borrowers");


(2) CAPITAL ONE FINANCIAL CORPORATION as guarantor (the "Original Guarantor");


(3) BANK OF MONTREAL, BZW, CHASE MANHATTAN plc and DEUTSCHE BANK AG LONDON (the
"Arrangers");


(4) BARCLAYS BANK PLC (the "Facility Agent");


(5) BARCLAYS BANK PLC (the "Sterling Agent");


(6) BANK OF MONTREAL (the "Canadian Dollar Agent"); and


(7) THE FINANCIAL INSTITUTIONS named in Part I and/or Part 2 of the First
Schedule (the "Banks").


NOW IT IS HEREBY AGREED as follows:


Part 1

INTERPRETATION


1. Interpretation


1.1 Definitions In this Agreement:


"Acceding Bank" has the meaning ascribed to such term in Clause 6.12 (Increase of Commitments);


"Acceding Borrower" means any company carrying on business in England and Wales or, as the case may be, Canada which has executed and delivered a Borrower Accession Memorandum pursuant to Clause 42 (Acceding Borrowers);


"Acceding Guarantor" means any company which has executed and delivered a New Guarantee;


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"Advance" means, save as otherwise provided herein, any Tranche A Advance or Tranche B Advance made or to be made pursuant to the terms hereof;


"Affected Bank" has the meaning ascribed to such term in Clause 2.3 (Transfers of Part of Total A1 Commitments);


"Affiliate" means any person which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another person or any Subsidiary of such other person. The term "control" (including the terms "controlled by" or "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or by contract or otherwise;


"Agents" means the Facility Agent, the Sterling Agent and the Canadian Dollar Agent (and "Agent" means any of them);


"Associated Costs Rate" means, in relation to any Tranche A Advance or unpaid sum denominated in sterling, the rate determined in accordance with the Sixth Schedule (Associated Costs Rate);


"Available Tranche A Commitment" means, in relation to a Tranche A Bank at any time and save as otherwise provided herein, its Tranche A Commitment less its share of the Outstandings in respect of Facility A at such time, and in the case of a proposed Tranche A Utilisation only, adjusted to take into account:


(i) any reduction in the Tranche A Commitment of a Tranche A Bank which
will occur prior to the commencement of the Term relating to the
proposed Tranche A Utilisation consequent upon a cancellation of the
whole or any part of the Tranche A Commitment of such Tranche A Bank
pursuant to the terms hereof,


(ii) the Sterling Amount of any Tranche A Advance to be made pursuant to
any other Tranche A Utilisation, which such Tranche A Bank is then
obliged to make on or before the proposed Utilisation Date relating
to such proposed Tranche A Utilisation; and


(iii) the Sterling Amount of any Tranche A Advance which was made by such
Tranche A Bank pursuant hereto and which is due to be repaid on or
before the proposed Utilisation Date relating to such Tranche A
Utilisation;


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"Available Tranche B Commitment" means, in relation to a Tranche B Bank at any time and save as otherwise provided herein, its Tranche B Commitment less its share of the Outstandings in respect of Facility B at such time and in the case of a proposed Tranche B Utilisation only, adjusted to take into account:


(i) any reduction in the Tranche B Commitment of a Tranche B Bank which
will occur prior to the commencement of the Term or Tenor relating to
the proposed Tranche B Utilisation consequent upon a cancellation of
the whole or any part of the Tranche B Commitment of such Tranche B
Bank pursuant to the terms hereof;


(ii) the Canadian Dollar Amount of any Tranche B Advance to be made and
any Bill to be accepted by the Canadian Dollar Agent, pursuant to any
other Tranche B Utilisation, which such Tranche B Bank is then
obliged to make, or as the case may be, reimburse the Canadian Dollar
Agent in respect of under Clause 9 (Payment on Maturity of Bills) on
or before the proposed Utilisation Date relating to such proposed
Tranche B Utilisation; and


(iii) the Canadian Dollar Amount of any Tranche B Advance and any Bill
which was made or accepted (or, as the case may be, in respect of
which such Tranche B Bank is obliged to reimburse the Canadian Dollar
Agent) and which is due to be repaid (or, as the case may be, mature)
on or before the proposed Utilisation Date relating to such Tranche B
Utilisation;


"Available Tranche A Facility" means, at any time, the aggregate amount of the Available Tranche A Commitments;


"Available Tranche B Facility" means at any time, the aggregate amount of the Available Tranche B Commitments;


"Beneficiaries" means the Facility Agent, the Sterling Agent, the Canadian Dollar Agent, the Arrangers and the Banks and "Beneficiary" means any one of them;


"Bill" means a Canadian Dollar draft or bill of exchange drawn by a Borrower and accepted or to be accepted by the Canadian Dollar Agent under Facility B;


"Borrower Accession Memorandum" means a memorandum to be delivered pursuant to Clause 42 (Acceding Borrowers) by the Borrowers to the Facility Agent substantially in the form set out in Part I of the Seventh Schedule (Form of Borrower Accession Memorandum and Borrower Transfer Certificate);


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"Borrowers" means each of the Original Borrowers, any Acceding Borrower and any Borrower Transferee but excluding any Borrower Transferor to the extent it has assigned and transferred any of its rights and obligations to a Borrower Transferee in accordance with Clause 42.5 (Transfers by Borrowers) and "Borrower" means any one of them;


"Borrower Transfer Certificate" means a certificate substantially in the form set out in Part II of the Seventh Schedule (Form of Borrower Accession Memorandum and Borrower Transfer Certificate) signed by a Borrower and a Borrower Transferee whereby:


(i) such Borrower seeks to procure the transfer to such Borrower
Transferee of all or a part of such Borrower's rights and obligations
hereunder upon and subject to the terms and conditions set out in
Clause 42 (Acceding Borrowers); and


(ii) such Borrower Transferee undertakes to perform the obligations it will
assume as a result of delivery of such certificate to the Facility
Agent as is contemplated in Clause 42.5 (Transfers by Borrowers);


"Borrower Transferee" means a Subsidiary of the Original Guarantor to which a Borrower seeks to transfer or, as the case may be, has transferred all or part of such Borrower's rights and obligations hereunder;


"Borrower Transferor" means a Borrower that has transferred and assigned any of its rights and obligations in accordance with Clause 42.5 (Transfers by Borrowers);


"Canadian Dollar Amount" means:


(i) in relation to any proposed Tranche B Advance, made or to be made on
any Utilisation Date, the principal Canadian Dollar amount thereof;
and


(ii) in relation to any Bill under Facility B, the face amount of such
Bill,


and the Canadian Dollar Amount of any Utilisation Request issued under Facility B shall be determined accordingly;


"Canadian Dollar Bankers' Acceptance Discount Rate" means, in respect of any Bills and any date, the average of the rates notified to the Canadian Dollar Agent by each of the Canadian Reference Banks as being the rate at which it is offering at or about 10.00 a.m. (Toronto time) on such date to purchase a Bill with an equivalent amount and tenor to the face amount and Tenor of the Bills to be accepted on such date;


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"Canadian Prime Rate" means, in relation to any Tranche B Advance or unpaid sum denominated in Canadian Dollars and any date, the higher of (i) the rate announced from time to time by the Canadian Dollar Agent as its reference prime lending rate on such date for Canadian Dollar denominated commercial loans made in Canada and in force on such date and (ii) the Canadian Dollar Bankers' Acceptance Discount Rate on such date in respect of a Bill with a Tenor of a period of 30 days plus 0.75 per cent;


"Canadian Qualified Lender" shall have the meaning ascribed to it in Clause 18.1 (Tax Gross-Up);


"Canadian Reference Banks" means the principal Toronto offices of Bank of Montreal and Deutsche Bank Canada;


"Commitment" means, in relation to a Bank at any time and save as otherwise provided herein its Tranche A Commitment and its Tranche B Commitment;


"Commitment Increase Date" has the meaning ascribed to such term in Clause 6.13 (Increase Effective);


"Commitment Increase Letter" means a letter substantially in the form set out in the Eleventh Schedule (Form of Commitment Increase Letter);


"Compliance Certificate" means a certificate demonstrating compliance with the covenants set forth in Clause 27 (Financial Condition) as of the date specified in such certificate, substantially in the form set out in the Ninth Schedule (Form of Compliance Certificate);


"Event of Default" means any of those events specified in Clause 29 (Events of Default);


"Facility" means each of Facility A and Facility B granted to the Borrowers in this Agreement;


"Facility A" means the sterling revolving cash advance facility granted to the Tranche A Borrowers hereunder;


"Facility B" means the Canadian Dollar revolving cash advance and acceptance credit facility granted to the Tranche B Borrowers hereunder;


"Facility Office" means, in respect of Facility A and any Tranche A Bank, the office in the United Kingdom identified with the relevant Tranche A Bank's signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) or such other office in the United Kingdom as it may from time to time notify to the Facility Agent and the Sterling Agent, and in relation to Facility B and any Tranche B Bank, the office


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in Canada identified with the relevant Tranche B Bank's signature below (or, in the case of a Transferee, at the end of the Transfer Certificate to which it is a party as Transferee) or such other office in Canada as it may from time to time notify to the Facility Agent and the Canadian Dollar Agent;


"Final Maturity Date" means, the day which is thirty-six months after the date hereof or such later day, if any, as may be agreed in accordance with the provisions of Clause 6. 10 (Optional Increase of Final Maturity Date) Provided that if the Final Maturity Date determined as aforesaid would fall on a day which is not a business day, it shall be the immediately following business day which is a business day in London and a business day in Toronto;


"Finance Documents" means each of this Agreement, the Guarantee, the Bills, any Borrower Accession Memorandum, any New Guarantee, any fee letter entered into by any Obligor pursuant to any of the terms hereof or thereof, any Compliance Certificate, any notice delivered in connection herewith or therewith and any other agreement or document designated as such by the Facility Agent and the Original Guarantor;


"Group" means, at any time, the Original Guarantor and each of its Subsidiaries at such time;


"Guarantee" means the guarantee of even date herewith to be given by the Original Guarantor in favour of the Beneficiaries in substantially the form set out in the Twelfth Schedule (Form of Guarantee);


"Guarantors" means each of the Original Guarantor and any Acceding Guarantor and "Guarantor" means any one of them;


"Information Memorandum" means the document concerning the Original Obligors which, was prepared in relation to this transaction and distributed by the Arrangers to selected banks during July 1997;


"Instructing Group" means:


(i) whilst no Advances or Bills are outstanding hereunder, a group of
Banks for whom the aggregate of their Tranche A Commitments and the
Sterling Amount (on the date of the request to the Banks) of the
aggregate of their Tranche B Commitments amount (or, if each Bank's
Commitment has been reduced to zero, did immediately before such
reduction to zero, amount) in aggregate to more than sixty six and
two-thirds per cent. of the aggregate of the Tranche A Commitments and
the Sterling Amount (on the date of the request to the Banks) of the
aggregate of the Tranche B Commitments; and


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(ii) whilst at least one Advance or Bill is outstanding hereunder, a group
of Banks to whom in aggregate more than sixty six and two-thirds per
cent. of the Outstandings is owed;


"LIBOR" means, in relation to any amount owed by an Obligor hereunder on which interest for a given period is to accrue, the rate per annum equal to the offered quotation which appears on the relevant page (as defined in Clause 1.7 (Screen Rates)) for such period at or about 11.00 a.m. on the Quotation Date for such period;


"Margin" means, at any time, the rate set out in the table below under the heading which sets out the Relevant Ratings at such time of the Original Guarantor, any Acceding Guarantors and the relevant Borrower to which any Tranche A Advance in relation to which such margin is being calculated is being or has been made:


===================================================================


Relevant Ratings A- BBB+ BBB BBB- BB+ Less-than BB+
and and and and and and
A3 Baa1 Baa2 Baa3 Ba1 Ba1 - ------------------------------------------------------------------- Margin (per 0.25 0.30 0.35 0.40 0.575 1.10 cent. per annum) ===================================================================


"Material Adverse Effect" means with respect to an Obligor, a material adverse effect on (a) the property, business, operations, financial condition, prospects or capitalisation of such Obligor and its Subsidiaries taken as a whole, (b) the ability of such Obligor to perform its obligations under the Finance Documents to which it is a party, (c) the validity or enforceability of the obligations of such Obligor under the Finance Documents to which it is a party, (d) the rights and remedies of the Beneficiaries against such Obligor or (e) the timely payment of the principal of or interest on or in connection with any Advance or Bill or other amounts payable by such Obligor in connection therewith;


"Maturity Date" means, in relation to any Bill, the last day of the Tenor thereof;


"New Guarantee" means a guarantee to be given by any Acceding Guarantor in favour of the Beneficiaries in the agreed form;


"Obligors" means, at any time, the Borrowers and the Guarantors at such time;


"Original Financial Statements" means:


(i) in relation to the Original Guarantor, its audited consolidated
financial statements for its financial year ended 31 December 1996
together with its consolidated management accounts for its financial
period ended 30 June 1997;


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(ii) in relation to COFC, a statement of such financial information
concerning COFC included in the consolidated financial statements for
the year ended 31 December 1996 supplied pursuant to paragraph (i) so
certified by an officer of the Original Guarantor together with its
consolidated management accounts for its financial period ended 30
June 1997;


(iii) in relation to COI, a statement of such financial information
concerning COI included in the consolidated financial statements for
the year ended 31 December 1996 supplied pursuant to paragraph (i) so
certified by an officer of the Original Guarantor together with its
consolidated management accounts for its financial period ended 30
June 1997;


(iv) in relation to any Acceding Borrower, its consolidated management
accounts delivered pursuant to the requirement set out in the Eighth
Schedule (Documents to Accompany Borrower Accession Memorandum and
Borrower Transfer Certificate); and


(v) in relation to any Acceding Guarantor, its audited financial
statements delivered pursuant to the requirement set out in the
Schedule to the Guarantee;


"Original Obligors" means the Original Guarantor and the Original Borrowers;


"Outstandings" means the total of:


(i) in relation to Facility A, at any time, the aggregate of each
outstanding Tranche A Advance at such time; and


(ii) in relation to Facility B, at any time, the aggregate:


(a) each outstanding Tranche B Advance; and


(b) each outstanding Bill accepted by the Canadian Dollar Agent
under Facility B;


"Permitted Disposal" means any of the following:-


(i) the merger or consolidation of any Subsidiary of any Obligor with or
into, or the transfer by such Subsidiary of all or substantially all
of its business or property to (x) such Obligor if such Obligor is
the continuing, surviving or transferee corporation or (y) any other
Subsidiary of such Obligor;


8


(ii) the conveyance, sale, lease, transfer or other disposal by any
Obligor of, by one or more transactions or series of transactions
(whether related or not), all or substantially all its revenues or
its assets other than any Managed Receivables (as defined in Clause
27 (Financial Condition);


(iii) the merger or consolidation of any Obligor with or into, or the
transfer by such Obligor (other than the Original Guarantor) of all
or substantially all of its business or property to any other
Obligor;


(iv) the merger or consolidation of any Subsidiary of any Obligor with or
into, or the transfer by any such person of all or substantially all
of its business or property to any other person so long as (x) the
continuing, surviving or transferee corporation is a Subsidiary of
such Obligor and (y) no Event of Default has occurred and is
continuing immediately prior to such merger, consolidation or
transfer or would result therefrom; and


(v) the sale by any Obligor or any of its Subsidiaries of credit card
loans and other finance receivables pursuant to securitisations;


"Permitted Encumbrances" means:


(i) any encumbrance existing on any property of any corporation at the
time such corporation becomes a Subsidiary of a Borrower and not
created in contemplation of such event;


(ii) any encumbrance on any property securing indebtedness incurred or
assumed for the purpose of financing all or any part of the cost of
acquiring such property, provided that such encumbrance attaches to
such property concurrently with or within 90 days after the
acquisition the ...