EXHIBIT 1.05
Citigroup Inc.
Medium-Term Senior Notes, Series H
Medium-Term Subordinated Notes, Series H
Due Nine Months or More from the Date of Issue
DISTRIBUTION AGREEMENT
, 20
Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Citigroup Inc., a Delaware corporation (the "Company"), confirms its
agreement with the Agent (as defined below) with respect to the issue and sale
by the Company of its Medium-Term Senior Notes, Series H, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series H, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Senior Notes are to be issued under an Indenture dated as of March 15, 1987, as
supplemented by the First Supplemental Indenture dated as of December 15, 1988,
the Second Supplemental Indenture dated as of January 31, 1991, the Third
Supplemental Indenture dated as of December 9, 1992 and the Fourth Supplemental
Indenture dated as of November 2, 1998 (as so supplemented or as it may from
time to time be further supplemented or amended by one or more indentures
supplemental thereto, the "Senior Debt Indenture"), between the Company and The
Bank of New York, as trustee (the "Senior Debt Trustee"). The Subordinated Notes
are to be issued under an Indenture dated as of April 12, 2001 (as it may from
time to time be supplemented or amended by one or more indentures supplemental
thereto, the "Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"), between the Company and ▇.▇. ▇▇▇▇▇▇ Trust Company,
National Association (as successor trustee to Bank One Trust Company, N.A.), as
trustee (the "Subordinated Debt Trustee" and, together with the Senior Debt
Trustee, the "Trustees"). The Notes will have the maturities, interest rates
(whether fixed or floating), redemption provisions and other terms set forth in
pricing supplements to the Prospectus referred to
below. The Notes may be denominated in U.S. dollars, foreign currencies or
foreign composite currency units (the "Specified Currency") as may be specified
in the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell Notes to the Agent acting as
principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company substantially in the form of
Exhibit F hereto and that the Company will notify the Agent of its agreement
with any other agents, dealers or underwriters, but only if such other agents,
dealers or underwriters are appointed for the duration of this Agreement), the
Company hereby appoints the Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, the Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section l(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to Citigroup Global Markets Inc.
1. Solicitations by the Agent of Offers to Purchase; Purchases as Principal.
(a) Solicitations as Agent. Following the Commencement Date (as defined
below), the Company shall notify the Agent from time to time as to the
commencement of a period during which the Notes may be offered and sold by the
Agent (each period, commencing with such a notification and ending at such time
as the authorization for offers and sales through the Agent shall have been
suspended by the Company or the Agent as provided hereunder, being herein
referred to as an "Offering Period"). On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, the Agent agrees to use its reasonable best efforts to solicit offers to
purchase the Notes during each Offering Period upon the terms and conditions set
forth in the Prospectus as then amended and supplemented. The Company reserves
the right, in its sole discretion, to suspend solicitation of purchases of the
Notes commencing at any time for any period of time or permanently. Upon receipt
of instructions from the Company, the Agent will forthwith suspend solicitation
of purchases from the Company until such time as the Company has advised the
Agent that such solicitation may be resumed.
Unless otherwise agreed to, the Company agrees to pay the Agent at the
time of delivery of and payment for the Notes, as consideration for soliciting
the sale of each Note, a commission equal to the percentage set forth on
Schedule 1 hereto of the price to the public of each Note sold by the Company as
the result of a solicitation by the Agent. Without the prior approval of the
Company, the Agent (acting on an agency basis) may not reallow any portion of
the commission payable pursuant hereto to dealers or purchasers in connection
with the offer and sale of any Notes.
The Agent is authorized to solicit orders for the Notes only in
principal amounts of $1,000 or any amount in excess thereof which is a multiple
of $1,000 or, in the case of Notes denominated in a Specified Currency other
than U.S. dollars, in the
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denominations set forth in the applicable pricing supplement, at a purchase
price mutually agreed upon by the purchaser and the Company and specified in the
applicable pricing supplement. The Agent shall communicate to the Company,
orally or in writing, each reasonable offer or indication of interest to
purchase Notes received by the Agent, as agent. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any such offer in
whole or in part. The Agent shall have the right to reject, in its discretion
reasonably exercised, any offer received by it to purchase the Notes, in whole
or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, the Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward, or
relationship of agency or trust with, any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). The Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by the Agent and accepted by the Company, but the Agent shall not have
any liability to the Company in the event any such purchase is not consummated
for any reason. Under no circumstances will the Agent be obligated to purchase
any Notes for its own account except pursuant to subparagraph (b) below.
(b) Purchases as Principal. Each sale of Notes to the Agent as
principal shall be made in accordance with the terms of this Agreement and the
Agent and the Company will enter into a Terms Agreement that will provide for
the sale of such Notes to and the purchase thereof by the Agent. Each "Terms
Agreement" may take the form of an exchange of any form of written
telecommunication or oral communication followed by written confirmation or
telecommunication between the Agent and the Company and shall be with respect to
such information (as applicable) as is specified in Exhibit A hereto.
The Agent's commitment to purchase Notes as principal shall be deemed
to have been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and conditions herein
set forth. Each agreement by the Agent to purchase Notes as principal (whether
or not set forth in a Terms Agreement) shall specify the principal amount of
Notes to be purchased by the Agent pursuant thereto, the maturity date of such
Notes, the price to be paid to the Company for such Notes, the interest rate and
interest rate formula, if any, applicable to such Notes and any other terms of
such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
public accountants of the Company pursuant to Section 4 hereof. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Notes by the Agent.
Each Terms Agreement shall specify the time and place of delivery of
and payment for such Notes. Each date of delivery of and payment for Notes to be
purchased by the Agent as principal or as agent or by any other purchaser is
referred to herein as a "Settlement Date."
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Upon the Company's request, the Agent will notify the Company either
orally or in writing (as specified by the Company) of the aggregate principal
amount of Notes held by the Agent as principal purchased pursuant to a Terms
Agreement pursuant to this Agreement.
(c) Procedures. The Agent and the Company agree to perform the
respective duties and obligations specifically provided to be performed by them
in the Medium-Term Notes Administrative Procedures attached hereto as Exhibit B
(the "Procedures"). The Procedures may be amended only by written agreement of
the Company and the Agent.
(d) Delivery. The documents required to be delivered by Section 4 of
this Agreement shall be delivered at the office of Skadden, Arps, Slate, ▇▇▇▇▇▇▇
& ▇▇▇▇ LLP ("Skadden, Arps") (or such other counsel reasonably satisfactory to
both the Agent and the Company), Four Times Square, New York, NY 10036-6522, on
, 20 (the "Commencement Date").
2. Representations and Warranties. The Company represents and warrants
to, and agrees with, the Agent as of the Commencement Date:
(a) A registration statement on Form S-3 (File No. 333- ), has been
filed with and declared effective by the Securities and Exchange Commission (the
"Commission") on , 20 , in respect of up to $ aggregate amount
of securities of the Company, including the Notes (of which $ remains
available for issuance and sale as of the date hereof). Such registration
statement and any post-effective amendments thereto, in the forms heretofore
delivered or to be delivered to the Agent, excluding exhibits to such
registration statement but including all documents incorporated by reference
therein, has been declared effective by the Commission in such form. No other
document with respect to such registration statement (other than a document
incorporated by reference therein) has heretofore been filed or transmitted for
filing with the Commission; and no stop order suspending the effectiveness of
such registration statement has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission. The various parts of such
registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement at the time such part became effective but excluding the Statements of
Eligibility under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pertaining to the Indentures (the "Forms T-1"), as amended at
the time such part became effective, are being hereinafter collectively called
the "Registration Statement." Any preliminary prospectus included in the
Registration Statement or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), is hereinafter called a "Preliminary Prospectus." The form
of basic prospectus included in the Registration Statement relating to the
offering and sale of Debt Securities, Index Warrants, Preferred Stock,
Depositary Shares, Common Stock Warrants, Stock Purchase Contracts, Stock
Purchase Units and Common Stock in the form in which it has most recently been
filed, or transmitted for filing with the Commission on or prior to the date of
this Agreement, is being hereinafter called the
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"Basic Prospectus." The form of prospectus supplement to the Basic Prospectus
relating to the offering and sale of the Notes included in the Registration
Statement, in the form in which it has most recently been filed or transmitted
for filing with the Commission on or prior to the date of this Agreement, is
being hereinafter called the "Prospectus Supplement." The Basic Prospectus, as
supplemented by the Prospectus Supplement, is being hereinafter called the
"Prospectus." Any reference herein to any Preliminary Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus, Prospectus
Supplement or Prospectus, as the case may be. Any reference to any amendment or
supplement to any Preliminary Prospectus, the Prospectus Supplement or the
Prospectus, including any supplement to the Prospectus that sets forth only the
terms of a particular issue of the Notes (a "Pricing Supplement"), shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus, Prospectus Supplement or the Prospectus, as the case may
be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and incorporated by reference in such Preliminary Prospectus, the Prospectus
Supplement or the Prospectus, as the case may be. Any reference to any amendment
to the Registration Statement shall be deemed to include any report of the
Company filed pursuant to the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement. Any reference to the Prospectus, as amended or supplemented, shall be
deemed to refer to and include the Prospectus, as amended or supplemented, in
relation to the Notes sold pursuant to this Agreement, in the form in which it
is filed with the Commission pursuant to Rule 424(b) under the Act, including
any documents incorporated by reference therein as of the date of such filing.
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
promulgated thereunder, and any further documents so filed and incorporated by
reference in the Prospectus, or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder.
(c) Each of the Registration Statement and the Prospectus, and any
amendment thereof or supplement thereto, and each of the Indentures, conform or
will conform in all material respects with the applicable requirements of the
Act and the Trust Indenture Act, and the rules and regulations of the Commission
thereunder.
(d) The Registration Statement, as amended as of any time, did not and
will not, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances
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under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to the information contained in or
omitted from the Registration Statement or the Prospectus or any amendment
thereof or supplement thereto in reliance upon, and in conformity with,
information furnished in writing to the Company by or on behalf of the Agent
specifically for use in the Registration Statement or the Prospectus or any
amendment thereof or supplement thereto.
(e) The Notes have been duly authorized and, when executed and
authenticated in accordance with the applicable Indenture and delivered to and
duly paid for by the purchasers thereof, will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms and entitled to the benefits of the applicable Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether such enforceability is considered in
a proceeding in equity or at law); each of the Indentures has been duly
authorized by the Company and qualified under the Trust Indenture Act; and the
Indentures conform to the descriptions thereof in the Prospectus as amended or
supplemented to relate to such issuance of Notes.
(f) Since the date of the most recent financial statements included in
the Prospectus, as amended or supplemented, there has not been any material
adverse change in the consolidated financial condition or results of operations
of the Company and its subsidiaries, taken as a whole, which is not disclosed in
the Prospectus, as amended or supplemented.
3. Agreements of the Company. The Company agrees with the Agent that:
(a) At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act,
prior to amending or supplementing the Registration Statement or the Prospectus,
the Company will furnish the Agent and the Agent's counsel with a copy of each
proposed amendment or supplement (other than an amendment or supplement to be
made pursuant to incorporation by reference of a document filed under the
Exchange Act, or a Pricing Supplement or an amendment or supplement relating
solely to an offering of securities other than the Notes). The Company will
promptly cause the Prospectus together with each amendment thereof or supplement
thereto to be transmitted to the Commission for filing pursuant to Rule 424(b)
by an appropriate method or will promptly cause the Prospectus together with
each amendment thereof or supplement thereto to be filed with the Commission
pursuant to said Rule. If the Prospectus is amended or supplemented (other than
a Pricing Supplement or an amendment or supplement relating solely to an
offering of securities other than the Notes), the Agent shall be furnished with
such information relating to such filing as it may reasonably request, and the
Agent shall not be obligated to solicit offers to purchase Notes so long as it
is not reasonably satisfied that such amendment or supplement complies in all
material respects with the provisions of the Act and the Exchange Act. At any
time during an Offering Period or during the time a prospectus relating to the
Notes is required to be delivered under the Act, the Company will promptly
advise the Agent of (i) the filing of any amendment or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or
6
supplement relating solely to an offering of securities other than the Notes),
(ii) the filing or effectiveness of any amendment to the Registration Statement,
(iii) the receipt by the Company of comments from the Commission relating to, or
requests by the Commission for, any amendment of the Registration Statement or
any amendment of or supplement to the Prospectus or for any additional
information, (iv) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its reasonable best
efforts to prevent the issuance of any such stop order or notice of suspension
of qualification and, if issued, to obtain as soon as possible the withdrawal
thereof. Upon the Agent's request, the Company will within a reasonable time
inform the Agent of the aggregate principal amount of Notes registered under the
Registration Statement that remain unissued.
(b) Within the time during which a prospectus relating to the Notes is
required to be delivered under the Act, the Company will comply with all
requirements imposed upon it by the Act, as now and hereafter amended, and by
the rules and regulations of the Commission thereunder, as from time to time in
force, so far as necessary to permit the continuance of sales of or dealings in
the Notes as contemplated by the provisions hereof and the Prospectus. If during
such period any event occurs as a result of which the Prospectus as then amended
or supplemented would include an 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 then existing, not misleading, or if, in the opinion of the
Company, during such period it is necessary to amend or supplement the
Registration Statement or the Prospectus to comply with the Act, the Company
will promptly notify the Agent to suspend the solicitation of offers to purchase
the Notes in its capacity as Agent and to cease sales of any Notes it may then
own as principal and, to the extent required under the provision in the last
sentence of this subsection (b), the Company will promptly amend or supplement
the Registration Statement or the Prospectus (at the expense of the Company) so
as to correct such statement or omission or effect such compliance. If such
amendment or supplement, and any documents, certificates, opinions and letters
furnished to the Agent pursuant to subsections (i), (j) and (k) of this Section
3 in connection with the preparation and filing of such amendment or supplement
are reasonably satisfactory in all respects to the Agent, upon the filing of
such amendment or supplement with the Commission or effectiveness of an
amendment to the Registration Statement, the Agent will resume solicitation of
offers to purchase Notes hereunder. Notwithstanding the foregoing, the Company
shall not be required to comply with the provisions of subsection (b) of this
Section 3 during any period from the time the Agent shall have been notified to
suspend the solicitation of offers to purchase the Notes in its capacity as
Agent (whether under this subparagraph (b) or otherwise under this Agreement) to
the time the Company shall determine that solicitation of offers to purchase the
Notes should be resumed; provided that if the Agent holds any Notes as principal
purchased pursuant to a Terms Agreement or otherwise pursuant to this Agreement,
the Company shall comply with the provisions of subsection (b) of this
7
Section 3 during the period when a Prospectus is required to be delivered
pursuant to the Act.
(c) The Company will comply, in a timely manner, with all applicable
requirements under the Exchange Act relating to the filing with the Commission
of the Company's reports pursuant to Sections 13(a), 13(c) or 15(d) of the
Exchange Act and, if then applicable, of the Company's proxy statements pursuant
to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the Notes for sale
under the securities laws of such jurisdictions as the Agent reasonably
designates, to maintain such qualifications in effect so long as required for
the distribution of the Notes and, if requested by the Agent, to arrange for the
determination of the legality of the Notes for purchase by institutional
investors, except that the Company shall not be required in connection therewith
to qualify to do business in any jurisdiction where it is not now so qualified
or to take any action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to the Agent copies of the Registration
Statement and the Prospectus (including all documents incorporated by reference
therein), and all amendments of and supplements to the Registration Statement or
the Prospectus which are filed with the Commission during the period in which a
prospectus relating to the Notes is required to be delivered under the Act
(including all documents filed by an amendment or supplement with the Commission
during such period which are deemed to be incorporated by reference therein), in
each case in such quantities as the Agent may from time to time reasonably
request.
(f) The Company will make generally available to its security holders
and to the Agent as soon as practicable, but in any event not later than 15
months after the end of the Company's current fiscal quarter, an earnings
statement (which need not be audited) covering a 12-month period beginning after
the date upon which any amendment of or supplement to the Prospectus (other than
a Pricing Supplement or an amendment or supplement relating solely to an
offering of securities other than the Notes) is filed pursuant to Rule 424 under
the Act, which shall satisfy the provisions of Section 11(a) of the Act.
(g) The Company shall, whether or not any sale of Notes is consummated
or this Agreement is terminated, pay all expenses incident to the performance of
its obligations under this Agreement and under any Terms Agreement, including,
without limitation, the fees and disbursements of its accountants and counsel,
the cost of printing (or other production) and delivery of the Registration
Statement and the Prospectus, all amendments thereof and supplements thereto,
the Indentures, and all other documents relating to the offering, the cost of
preparing, printing, packaging and delivering the Notes, the fees and
disbursements (including reasonable fees of counsel) incurred in connection with
the qualification of the Notes for sale and determination of eligibility for
investment of the Notes under the securities or Blue Sky laws of such
jurisdictions as the Agent may designate, the fees and disbursements of the
Trustees, the
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fees of any agency that rates the Notes, the fees and expenses in connection
with any listing of the Notes on the New York Stock Exchange, Inc. (the "New
York Stock Exchange") or such other securities exchange agreed to in writing by
the Company, the fees and expenses incurred with respect to any filing with the
National Association of Securities Dealers, Inc. and the reasonable fees and
disbursements of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), as
counsel for the Agent, or other counsel reasonably satisfactory to both the
Agent and the Company, and such other expenses, including, without limitation,
advertising expenses as may be agreed upon by the Agent and the Company;
provided, however, that with respect to any purchase of Notes by the Agent as
principal pursuant to a Terms Agreement, the fees and disbursements of ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ or other counsel to the Agent relating to such purchase shall be paid
by the Agent and shall not be paid by the Company.
(h) During the term of this Agreement, the Company shall furnish to the
Agent such relevant documents and certificates of officers of the Company
relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, any amendments thereof or supplements
thereto, the Indentures, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Agent may from time to time reasonably request and shall
promptly notify the Agent orally, followed by written notice of any downgrading,
or of its receipt of any notice of any intended downgrading, in the rating
accorded any of the Company's securities by ▇▇▇▇▇'▇ Investor Service ("Moody's")
or Standard & Poor's Corporation ("Standard & Poor's") or, if one of them no
longer rates the securities of the Company, another "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Act.
(i) Each time the Registration Statement or the Prospectus is amended
or supplemented (other than (a) Pricing Supplement, (b) an amendment or
supplement relating solely to an offering of securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document filed under the Exchange Act), if requested by the Agent, the
Company will deliver or cause to be delivered forthwith to the Agent a
certificate of the Company signed by the Chairman of the Board, any Vice
Chairman, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, Deputy Treasurer, or any Assistant Treasurer and by the Controller or
the principal financial or accounting officer of the Company (or another officer
or officers acceptable to the Agent), dated the date of the effectiveness of
such amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to the Agent, to
the effect that the statements contained in the certificate referred to in
Section 4(b)(iii) hereof that was last furnished to the Agent (either pursuant
to Section 4(b)(iii) or pursuant to this Section 3(i)) are true and correct at
the time of the effectiveness of such amendment or the time of filing of such
supplement or document, as the case may be, as though made at and as of such
time (except that such statements shall be deemed to relate to the Registration
Statement, as amended at the time of effectiveness of such amendment, and to the
Prospectus, as amended and supplemented at the date of such certificate) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in Section 4(b)(iii) hereof, but modified, if
9
necessary, to relate to the Registration Statement, as amended at the time of
the effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such certificate.
(j) Each time the Registration Statement or the Prospectus is amended
or supplemented (other than (a) a Pricing Supplement, (b) an amendment or
supplement relating solely to an offering of securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document under the Exchange Act), if requested by the Agent, the Company
shall furnish to or cause to be furnished forthwith to the Agent the written
opinion of the General Counsel -- Capital Markets of the Company or other
counsel reasonably satisfactory to the Agent dated the date of the effectiveness
of such amendment or the date of filing with the Commission of such supplement
or document, as the case may be, in form reasonably satisfactory to the Agent,
to the effect set forth in Exhibit C hereto. In lieu of such opinion, counsel
last furnishing such an opinion to the Agent may furnish to the Agent a letter
to the effect that the Agent may rely on such last opinion to the same extent as
though it were dated the date of such letter and authorizing reliance on such
last opinion (except that statements in such last opinion will be deemed to
relate to the Registration Statement, as amended at the time of the
effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such letter).
(k) Each time that the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information (other than (a) a Pricing Supplement, (b) any amendment or
supplement relating solely to an offering of securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document under the Exchange Act), if requested by the Agent, the Company
shall cause KPMG LLP ("KPMG"), its independent certified public accountants, to
furnish forthwith the Agent a letter, within three business days following the
date of the effectiveness of such amendment or the date of filing of such
supplement or document, as the case may be (provided that, in the event any
Settlement Date falls within such three business day period, such letter will be
delivered on or prior to such Settlement Date), in form satisfactory to the
Agent, of the same tenor as the letter referred to in Section 4(b)(iv) hereof,
but modified to relate to the Registration Statement and Prospectus, as amended
and supplemented to the date of such letter, with such changes as may be
necessary to reflect changes in the financial statements and other information
derived from the accounting records of the Company; provided, that, if the
Registration Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information with respect to a
fiscal quarter, KPMG may limit the scope of such letter to the unaudited
financial statements included in such amendment or supplement.
(l) Each acceptance by the Company of an offer for the purchase of
Notes and each sale of Notes to the Agent as principal shall be deemed to be an
affirmation that the representations and warranties of the Company contained in
or made pursuant to this Agreement are true and correct in all material respects
at the time of such acceptance or sale, as the case may be, as though made at
and as of such time, and an undertaking that such representations and warranties
will be true and correct in all
10
material respects at the time of delivery to the purchaser or his agent, or the
Agent, or the Agent as principal, of the Notes relating to such acceptance, as
the case may be, as though made at and as of such time (and it is understood
that such representations and warranties shall relate to the Registration
Statement and the Prospectus as amended and supplemented to each such time).
(m) Anything to the contrary in this Section 3 notwithstanding, if, at
the time of any required notice, amendment or supplement to the Registration
Statement or the Prospectus, the Company shall have instructed the Agent to
suspend solicitation of offers to purchase the Notes in its capacity as Agent of
the Company and the Agent does not then hold any Notes acquired by it as
principal pursuant to a Terms Agreement, the Company shall not be obligated to
furnish or cause to be furnished to the Agent any notice, certificate, opinion
or letter otherwise required until such time as it shall determine that
solicitation of offers to purchase the Notes should be resumed; and provided
further that, prior to resuming such solicitation the Agent shall be entitled to
receive any such notices, certificates, opinions or letters not previously
furnished, accurate as of the date of such notice, certificate, opinion or
letter.
4. Conditions to the Obligations of the Agent. The Agent's obligations to
solicit offers to purchase Notes as agent of the Company, the Agent's
obligations to purchase Notes as principal pursuant to any Terms Agreement or
otherwise and the obligation of any other purchaser to purchase Notes from the
Company will be subject to the accuracy in all material respects of the
representations and warranties on the part of the Company herein contained, to
the accuracy of the statements of the Company's officers made in each
certificate furnished pursuant to the provisions hereof and to the performance
and observance by the Company of all covenants and agreements herein contained
on its part to be performed and observed (in the case of the Agent's obligations
to solicit offers to purchase Notes, at the time of such solicitation, and, in
the case of the Agent's or any other purchaser's obligation to purchase Notes,
at the time the Company accepts the offer to purchase such Notes and at the time
of purchase) and (in each case) to the following additional conditions precedent
when and as specified:
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change affecting
particularly the business or properties of the Company and its
subsidiaries from that set forth in the Registration Statement, as
amended or supplemented, that, in the Agent's judgment, makes it
impracticable to market the Notes on the terms and in the manner
contemplated in the Prospectus except, in the case of any purchase of
Notes by the Agent as principal, as disclosed to the Agent in writing
by the Company before it accepted the offer to purchase such Notes.
(ii) There shall not have occurred any (A) suspension or
material limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company
on the New York Stock Exchange, (B) declaration of a general moratorium
on commercial banking
11
activities in New York by either federal or New York state authorities
or (C) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any
other substantial national or international calamity or emergency that,
in the Agent's judgment, is material and adverse and, in the case of
any of the events described in clauses (ii)(A) through (C), such event
makes it, in the Agent's judgment, impracticable to market the Notes on
the terms and in the manner contemplated by the Prospectus, as amended
or supplemented, except, in the case of any purchase of Notes by the
Agent as principal, for any such event occurring before the Company
accepted the offer to purchase such Notes.
(iii) There shall not have been any downgrading, nor any
notice given of any intended downgrading, in the rating accorded any of
the Company's securities by ▇▇▇▇▇'▇ or Standard & Poor's or, if one of
them no longer rates the securities of the Company, another "nationally
recognized statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Act, except, in the case of
any purchase of Notes by the Agent as principal, as disclosed to the
Agent in writing by the Company before it accepted the offer to
purchase such Notes.
(b) On the Commencement Date and, if called for by any agreement by the
Agent to purchase Notes as principal, on the corresponding Settlement Date:
(i) The Company shall have furnished to the Agent the opinion
of the General Counsel -- Capital Markets of the Company (or other
counsel for the Company reasonably acceptable to the Agent) on the
Commencement Date, and on the Settlement Date will furnish the opinion
of the General Counsel -- Capital Markets of the Company (or other
counsel for the Company reasonably acceptable to the Agent) and, if
called for by a Terms Agreement, the opinion of other counsel, dated
the Commencement Date or the Settlement Date, as the case may be, to
the effect set forth in Exhibit C hereto.
(ii) The Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or
other counsel reasonably acceptable to the Agent and the Company),
counsel for the Agent, an opinion dated the Commencement Date or the
Settlement Date, as the case may be, to the effect set forth in Exhibit
D hereto.
(iii) The Company shall have furnished to the Agent a
certificate of the Company, signed by the Chairman of the Board, any
Vice Chairman, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, the Deputy Treasurer, or any Assistant
Treasurer and by the Controller or the principal financial or
accounting officer of the Company (or another officer or officers
acceptable to the Agent), dated the Commencement Date or the Settlement
Date, as the case may be, to the effect that each signatory of such
certificate, to the best of his or her knowledge, after reasonable
investigation, certifies that:
12
(A) the representations and warranties of the Company
in this Agreement are true and correct in all material
respects on and as of the date of such certificate with the
same effect as if made on the date of such certificate and the
Company has complied in all material respects with all the
agreements and satisfied in all material respects all the
conditions on its part to be performed or satisfied as a
condition to the obligations of the Agent under this
Agreement;
(B) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to their knowledge, have
been threatened; and
(C) since the date of the most recent financial
statements included in the Prospectus, as amended and
supplemented, there has been no material adverse change in the
consolidated financial condition or results of operations of
the Company and its subsidiaries, taken as a whole, which is
not disclosed in the Prospectus, as amended or supplemented.
(iv) KPMG, or another nationally recognized independent
accounting firm, shall have furnished to the Agent a letter or letters,
dated the Commencement Date or the Settlement Date, as the case may be,
in form and substance reasonably satisfactory to the Agent, to the
effect set forth in Exhibit E hereto.
(v) The Company shall have furnished to the Agent such
appropriate further information, certificates and documents as the
Agent may reasonably request.
5. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless the Agent against any
losses, claims, damages or liabilities, joint or several, to which the Agent may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement when it became effective, the
Prospectus, or any amendment or supplement thereto, or any related Preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse the Agent for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the
13
Agent specifically for use in the preparation thereof and such indemnity with
respect to any preliminary prospectus, the Prospectus or any preliminary
supplemental prospectus, shall not inure to the benefit of the Agent (or any
person controlling the Agent) if the Company shall have delivered sufficient
quantities of the Prospectus, as amended and supplemented, to the Agent within a
reasonable time prior to the earlier of the delivery of the written confirmation
of the sale of such Notes or the delivery of such Notes to the person asserting
such loss, claim, damage, liability or action for which indemnification is
sought, and the Prospectus as so amended and supplemented (excluding documents
incorporated by reference) was not sent or given to such person by the Agent at
or prior to the earlier of the delivery of the written confirmation of the sale
of such Notes or the delivery of such Notes to such person in any case where
such sending or giving of a prospectus is required by the Act, and the untrue
statement or omission of a material fact contained in such preliminary
prospectus, such Prospectus or such preliminary supplemental prospectus, was
corrected in the Prospectus, as so amended and supplemented, provided to the
Agent.
(b) The Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the Registration Statement when such part became effective, the
Prospectus or any amendment or supplement thereto, or any related Preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Agent
specifically for use in the preparation thereof, and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending against any such loss, claim, damage, liability
or action.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnified party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such
14
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent participating in the offering that
gave rise to such losses, claims, damages or liabilities on the other from the
offering of such Notes, 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 Company on the one hand and the Agent on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Agent on the other in connection with the offering of such Notes shall
be deemed to be in the same proportion as the total net proceeds from the
offering of such Notes by the Agent (before deducting expenses) received by the
Company bear to the total commissions received by the Agent in respect thereof.
The relative fault 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 Company or the Agent and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Agent agree that it would not
be just and equitable if contributions pursuant to this subsection (d) were to
be determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the first
sentence of this subsection (d). The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim (which shall be limited as
provided in subsection (c) above if the indemnifying party has assumed the
defense of any such action in accordance with the provisions thereof) which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Agent shall not be required to contribute any amount in
excess of the amount by which the total price at which the Notes were offered
and sold to the public by the Agent exceeds the amount of any damages which the
Agent 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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Promptly after receipt by an indemnified party under this
subsection (d) of notice of the commencement of any action against such party in
respect of which a claim for contribution may be made against an indemnifying
party under this subsection (d), such indemnified party shall notify the
indemnifying party in writing of the commencement thereof if the notice
specified in subsection (c) above has not been given with respect to such
action; but the omission so to notify the indemnifying party shall not relieve
it from
15
any liability which it may have to any indemnified party otherwise than under
this subsection (d).
(e) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Agent within the meaning of the Act or the Exchange Act; and the obligations of
the Agent under this Section 5 shall be in addition to any liability which the
Agent may otherwise have and shall extend, upon the same terms and conditions,
to each director of the Company, to each officer of the Company who has signed
the Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act or the Exchange Act.
6. Termination of the Appointment of the Agent. This Agreement may be
terminated at any time by either party hereto upon the giving of written notice
of such termination to the other party hereto. The termination of this Agreement
shall not require termination of any agreement by the Agent to purchase Notes as
principal, and the termination of any such agreement shall not require
termination of this Agreement. If this Agreement is terminated, neither party
shall have any liability to the other party hereto, except as provided in the
first sentence of the second paragraph of Section 1(a), the last proviso of
Section 3(b), and Sections 3(f), 3(g), 5, 7 and 11 hereof, and except that, if
at the time of termination an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the purchaser or its agent
of the Note or Notes relating thereto has not occurred, the Company's
representations and warranties stated in Section 2 and its obligations under
Sections 1(c), 3(a), 3(b), 3(c), 3(e), 3(h), 3(i), 3(j), 3(k), 3(l) and 4 hereof
shall also remain in full force and effect in favor of such purchaser or agent
and not be terminated until the delivery of such Notes.
7. Representations and Indemnities to Survive. With respect to the Agent's
solicitation of offers to purchase Notes as agent of the Company or the Agent's
obligation to purchase Notes as principal pursuant to any Terms Agreement or
otherwise, the respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the Agent set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Agent or the Company
or any of the officers, directors or controlling persons referred to in Section
5 hereof, and will survive delivery of and payment for the Notes for a period
extending to the earlier of (i) three years from the corresponding Settlement
Date for such Notes or (ii) the expiration of any applicable statute of
limitations governing such solicitation or purchase of Notes.
8. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Agent, will be mailed, delivered or
transmitted to it by any standard form of telecommunications at:
Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇.
16
New York, NY 10013
Attention: Medium-Term Note Department
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or, if sent to the Company, will be mailed, delivered or transmitted by any
standard form of telecommunications at:
Citigroup Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasury
Reference Medium-Term Note Program, Series H
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel -- Capital Markets
Reference Medium-Term Note Program
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the other
parties hereto.
9. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 5 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 5 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof, except to the extent provided for in Section 4
hereof, are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of the Agent hereunder may not be assigned without the prior
written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of any
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right,
17
nor shall any waiver of any Right with respect to any occurrence be construed as
a waiver of any Right with respect to any other occurrence.
11. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
18
If the foregoing is in accordance with the Agent's understanding of this
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and the Agent's acceptance shall represent a binding agreement
between the Company and the Agent.
Very truly yours,
CITIGROUP INC.
By: ___________________________
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first written above.
CITIGROUP GLOBAL MARKETS INC.
By: _______________________
Name:
Title:
Schedule 1
Citigroup Inc.
Medium-Term Notes
Commission Schedule
Unless otherwise agreed at the time of trade, Citigroup agrees to pay each
Selling Agent a commission equal to the following percentage of the principal
amount of Notes sold to purchasers solicited by such Selling Agent:
Term Commission Rate
---- ---------------
9 months to less than 1 year 0.05%
1 year to less than 18 months 0.075%
18 months to less than 2 years 0.15%
2 years to less than 3 years 0.20%
3 years to less than 4 years 0.225%
4 years to less than 5 years 0.275%
5 years to less than 6 years 0.325%
6 years to less than 7 years 0.35%
7 years to less than 10 years 0.375%
10 years to less than 12 years 0.425%
12 years to less than 15 years 0.450%
15 years to less than 20 years 0.525%
20 years to less than 30 years 0.875%
30 years to less than 50 years 0.875%
50 years to less than 60 years to be negotiated
Greater than 60 years to be negotiated
S 1-1
Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES H
MEDIUM-TERM SUBORDINATED NOTES, SERIES H
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated: _____ , 20
Citigroup Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
Re: Distribution Agreement dated , 20
(the "Distribution Agreement")
Subject to the terms and provisions stated below, the undersigned
agrees to purchase the following principal amount of your (check box):
[ ] Medium-Term Senior Notes, Series H, Due Nine Months or More from
the Date of Issue: $__________; and/or
[ ] Medium-Term Subordinated Notes, Series H, Due Nine Months or
More from the Date of Issue: $__________.
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
-------------- --------------------- ------------------------
Purchase Price: Interest Rate: Base Rate:
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
-------------- --------------------- ------------------------
Price to Public: Index Maturity:
Settlement Date and time: Spread:
Place of delivery: Spread Multiplier:
Original Issue Date: Amortization
Schedule:
Date on which interest
begins to accrue (if
different from Original
Issue Date):
Specified Currency: Initial Interest Rate:
A-2
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
-------------- --------------------- ------------------------
Maturity Date: Interest Reset Dates:
Interest Payment Dates: Maximum Interest Rate:
Regular Record Dates:
Exchange Rate Agent:
Option to receive payments in
specified currency other than
U.S. Dollars:
Sinking fund:
A-3
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
-------------- --------------------- ------------------------
Total amount OID:
Original yield to maturity: Minimum Interest Rate:
Renewal terms:
Option to elect repayment:
Optional Repayment Dates:
Optional Repayment prices:
A-4
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
-------------- --------------------- ------------------------
Optional Interest Rate Reset:
Optional Reset Dates:
Optional extension of maturity:
Length of extension period:
Number of extension periods:
Final Maturity Date:
A-5
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
-------------- --------------------- ------------------------
Depositary:
Optional Redemption Date(s): Interest Reset Period:
Initial Redemption Date: Interest payment
Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption percentage
decrease:
Other terms:
The provisions of Sections 1(b) and (c) and 2 through 11 of the
Distribution Agreement and the related definitions are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth in
full herein.
A-6
[Insert only if Agent is acting as principal: Between the date of
this Agreement and the Settlement Date with respect to this Agreement, you will
not, without the undersigned's prior consent, offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company substantially similar to
the Medium-Term Senior Notes, Series H, Due Nine Months or More from the Date of
Issue and the Medium-Term Subordinated Notes, Series H, Due Nine Months or More
from the Date of Issue (other than (i) the Notes to be sold pursuant to this
Agreement and (ii) commercial paper issued in the ordinary course of business),
except as may otherwise be provided herein.]
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Distribution Agreement will be
required:
A-7
CITIGROUP GLOBAL MARKETS INC.
By ______________________________
Name:
Title:
Accepted:
CITIGROUP INC.
By ________________________________
Name:
Title:
Exhibit B
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
____________, 2004
The Medium-Term Senior Notes, Series H, Due Nine Months or More from the
Date of Issue (the "Senior Notes") and the Medium-Term Subordinated Notes,
Series H, Due Nine Months or More from the Date of Issue (the "Subordinated
Notes" and, together with the Senior Notes, the "Notes") of Citigroup Inc. (the
"Company") are to be offered on a continuing basis. Citigroup Global Markets
Inc. has agreed, as agent, to solicit purchases of the Notes issued in fully
registered form. (The term "Agent" when used in these Administrative Procedures,
means Citigroup Global Markets Inc.). The Agent will not be obligated to
purchase Notes for its own account. The Notes are being sold pursuant to a
Distribution Agreement between the Company and the agents named therein
(including the Agent) dated the date hereof (the "Distribution Agreement"). The
Notes have been registered with the Securities and Exchange Commission (the
"Commission"). The Bank of New York ("BONY") is the trustee under the Indenture,
dated as of March 15, 1987, as amended from time to time, under which the Senior
Notes will be issued (the "Senior Debt Indenture"). ▇.▇. ▇▇▇▇▇▇ Trust Company,
National Association (as successor trustee to Bank One Trust Company, N.A.)
("JPMTC") is the trustee (together with ▇▇▇▇, the "Trustees") under the
Indenture, dated as of April 12, 2001, as amended from time to time, under which
the Subordinated Notes will be issued (the "Subordinated Debt Indenture" and,
together with the Senior Debt Indenture, the "Indentures"). The Senior Notes
will constitute part of the senior debt of the Company and will rank equally
with all other unsecured and unsubordinated debt of the Company. The
Subordinated Notes will be subordinate and junior in the right of payment to all
Senior Indebtedness of the Company, to the extent and in the manner set forth in
the Subordinated Debt Indenture.
The Distribution Agreement provides that Notes may also be purchased by
the Agent acting solely as principal and not as agent. In the event of any such
purchase, the functions of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by the Agent acting
solely as principal, unless otherwise agreed to between the Company and the
Agent acting as principal.
Each Note will be represented by either a Global Security (as defined
hereinafter) or a certificate delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated Note"). Each Global Security
representing Senior Notes and each Global Security representing Subordinated
Notes will be delivered to Citibank, N.A. ("Citibank") acting as agent for The
Depository Trust Company or any successor depository selected by the Company
("DTC," which term, as used herein, includes any successor depository selected
by the Company), and will be recorded in the book-entry
B-1
system maintained by DTC (a "Book-Entry Note"). An owner of a Book-Entry Note
will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agent and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agent, Citibank and the Trustees in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustees are to
communicate regarding orders to purchase Notes and the details of their
delivery.
Administrative procedures and specific terms of the offering are explained
below. Book-Entry Notes will be issued in accordance with the administrative
procedures set forth in Part I hereof, as adjusted in accordance with changes in
DTC's operating requirements, and Certificated Notes will be issued in
accordance with the administrative procedures set forth in Part II hereof.
Unless otherwise defined herein, terms defined in the Indentures, the Notes or
the Prospectus Supplement relating to the Notes shall be used herein as therein
defined. Notes for which interest is calculated on the basis of a fixed interest
rate, which may be zero, are referred to herein as "Fixed Rate Notes." Notes for
which interest is calculated on the basis of a floating interest rate are
referred to herein as "Floating Rate Notes." The Company will appoint and enter
into agreements with agents (each a "Calculation Agent") to calculate interest
rates on Floating Rate Notes. Unless otherwise specified in a Pricing
Supplement, Citibank will be the Calculation Agent for each Senior Note that is
a Floating Rate Note and each Subordinated Note that is a Floating Rate Note. To
the extent the procedures set forth below conflict with the provisions of the
Notes, the Indentures, DTC's operating requirements or the Distribution
Agreement, the relevant provisions of the Notes, the Indentures, DTC's operating
requirements and the Distribution Agreement shall control. The Company has
appointed Citibank to act as paying agent.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Citibank (in such
capacity, the "DTC Agent") will perform the custodial, document control and
administrative functions described below for the Senior Notes and the
Subordinated Notes, respectively. Citibank will perform such functions in
accordance with its respective obligations under a bring down Letter of
Representations from the Company and Citibank to DTC dated as of , 20 and a
Medium-Term Note Certificate Agreement between Citibank and DTC, dated as of
October 31, 1988, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS").
B-2
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more
Book-Entry Notes, the Company will issue a
single global security in fully registered
form without coupons (a "Global Security")
representing up to $500,000,000 principal
amount of all such Book-Entry Notes of the
same Series that have the same Original
Issue Date, Original Issue Discount
provisions, if any, Interest Payment Dates,
Regular Record Dates, Interest Payment
Period, redemption, repayment and extension
provisions, if any, Stated Maturity, and,
in the case of Fixed Rate Notes, interest
rate, and amortization schedule, if any,
or, in the case of Floating Rate Notes,
Initial Interest Rate, Base Rate, Index
Maturity, Interest Reset Period, Interest
Reset Dates, Spread and/or Spread
Multiplier, if any, Minimum Interest Rate,
if any, and Maximum Interest Rate, if any
and, in each case, any other relevant terms
(collectively, the "Terms"). Each Global
Security will be dated and issued as of the
date of its settlement. Each Global
Security will bear an Original Issue Date,
which will be (i) with respect to an
original Global Security (or any portion
thereof), the Original Issue Date specified
in such Global Security and (ii) following
a consolidation of Global Securities, with
respect to the Global Security resulting
from such consolidation, the most recent
Interest Payment Date to which interest has
been paid or duly provided for on the
predecessor Global Securities, regardless
of the date of authentication of such
resulting Global Security. No Global
Security will represent (i) both Fixed Rate
and Floating Rate Book-Entry Notes or (ii)
any Certificated Note or (iii) both Senior
Notes and Subordinated Notes.
Identification Numbers: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau")
for the reservation of two series of CUSIP
numbers, one for Senior Notes and one for
Subordinated Notes, each of
B-3
which series consists of approximately 900
CUSIP numbers and relates to Global
Securities representing Book-Entry Notes
and book-entry medium-term notes issued by
the Company with other Series designations.
The DTC Agents, the Company and DTC have
obtained from the CUSIP Service Bureau a
written list of such reserved CUSIP
numbers. The DTC Agents will assign CUSIP
numbers to Global Securities as described
below under Settlement Procedure "B." DTC
will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the
DTC Agents have assigned to Global
Securities. The DTC Agent will notify the
Company at any time when fewer than 100 of
the reserved CUSIP numbers remain
unassigned to Global Securities, and, if it
deems necessary, the Company will reserve
additional CUSIP numbers for assignment to
Global Securities. Upon obtaining such
additional CUSIP numbers, the Company shall
deliver a list of such additional CUSIP
numbers to either or both DTC Agents, as
needed, and to DTC.
Registration: Global Securities will be issued only in
fully registered form without coupons. Each
Global Security will be registered in the
name of CEDE & CO., as nominee for DTC, on
the securities register for the Notes (the
"Securities Register") maintained under the
applicable Indenture. The beneficial owner
of a Book-Entry Note (or one or more
indirect participants in DTC designated by
such owner) will designate one or more
participants in DTC (with respect to such
Book-Entry Note, the "Participants") to act
as agent or agents for such owner in
connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with
instructions provided by such Participants,
a credit balance with respect to such
beneficial owner in such Book-Entry Note in
the account of such Participants. The
ownership interest of such beneficial owner
(or such participant) in such Book-Entry
Note will be recorded through the records
of such
B-4
Participants or through the separate
records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC
and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and transferees of
such Note.
Exchanges: The DTC Agent may deliver to DTC and the
CUSIP Service Bureau at any time a written
notice of consolidation (a copy of which
shall be attached to the resulting Global
Security described below) specifying (i)
the CUSIP numbers of two or more
outstanding Global Securities that
represent (A) Fixed Rate Book- Entry Notes
of the same Series and having the same
Terms and for which interest has been paid
to the same date or (B) Floating Rate
Book-Entry Notes of the same Series and
having the same Terms and for which
interest has been paid to the same date,
(ii) a date, occurring at least thirty days
after such written notice is delivered and
at least thirty days before the next
Interest Payment Date for such Book-Entry
Notes, on which such Global Securities
shall be exchanged for a single replacement
Global Security and (iii) a new CUSIP
number to be assigned to such replacement
Global Security. Upon receipt of such a
notice, DTC will send to its participants
(including the DTC Agent for such
replacement Global Security) a written
reorganization notice to the effect that
such exchange will occur on such date.
Prior to the specified exchange date, such
DTC Agent will deliver to the CUSIP Service
Bureau a written notice setting forth such
exchange date and such new CUSIP number and
stating that, as of such exchange date, the
CUSIP numbers of the Global Securities to
be exchanged will no longer be valid. On
the specified exchange date, such DTC Agent
will exchange such Global Securities for a
single Global Security bearing the new
CUSIP number and a new Original Issue Date,
which shall be the last date to which
interest has been paid on the
B-5
underlying Book-Entry Notes, and the CUSIP
numbers of the exchanged Global Securities
will, in accordance with CUSIP Service
Bureau procedures, be canceled and not
immediately reassigned. Upon such exchange,
the DTC Agent will mark the predecessor
Global Security "canceled," make
appropriate entries in the DTC Agent's
records and destroy such canceled Global
Security in accordance with the terms of
the applicable Indenture and deliver a
certificate of destruction to the Company.
Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed
$500,000,000 in aggregate principal amount,
one Global Security will be authenticated
and issued to represent each $500,000,000
of principal amount of the exchanged Global
Securities and an additional Global
Security will be authenticated and issued
to represent any remaining principal amount
of such Global Securities (see
"Denominations" below).
Maturities: Each Book-Entry Note will mature on a date
nine months or more after the issue date
for such Note. A Floating Rate Book-Entry
Note will mature only on an Interest
Payment Date for such Note.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any amount
in excess thereof that is an integral
multiple of $1,000. If Book-Entry Notes are
denominated in a Specified Currency other
than U.S. dollars, the denominations of
such Notes will be determined pursuant to
the provisions of the applicable Pricing
Supplement. Global Securities will be
denominated in principal amounts not in
excess of $500,000,000 (or the equivalent
thereof). If one or more Book-Entry Notes
having an aggregate principal amount in
excess of $500,000,000 (or the equivalent
thereof) would, but for the preceding
sentence, be represented by a single Global
Security, then one Global Security will be
authenticated and issued to represent each
$500,000,000 principal amount (or the
equivalent thereof) of such Book-Entry Note
or Notes and an additional Global Security
will be authenticated
B-6
and issued to represent any remaining
principal amount of such Book-Entry Note or
Notes. In such a case, each of the Global
Securities representing such Book-Entry
Note or Notes shall be assigned the same
CUSIP number.
Notice of Redemption Dates: The DTC Agent will, with respect to the
Notes, give notice to DTC prior to each
Redemption Date (as specified in the Note)
if any at the time and in the manner set
forth in the applicable Letter of
Representations.
Interest: General. Unless otherwise indicated in the
applicable Pricing Supplement, interest, if
any, on each Book-Entry Note will accrue
from the Original Issue Date (or such other
date on which interest otherwise begins to
accrue (if different than the Original
Issue Date)) of the Global Security
representing such Book-Entry Note for the
first interest period or the last date to
which interest has been paid, if any, for
each subsequent interest period, on the
Global Security representing such
Book-Entry Note, and will be calculated and
paid in the manner and on the Interest
Payment Dates described in such Book-Entry
Note and in the Prospectus (as defined in
the Distribution Agreement), as
supplemented by the applicable Pricing
Supplement. Unless otherwise specified,
each payment of interest on a Book-Entry
Note will include interest accrued to but
excluding the Interest Payment Date;
provided, that in the case of Floating Rate
Notes that reset daily or weekly, interest
payments will include interest accrued to
but excluding the next preceding Regular
Record Date, except that at stated
Maturity, the interest payable will include
interest accrued to, but excluding, the
Maturity. Interest payable at the Maturity
of a Book-Entry Note will be payable to the
Person to whom the principal of such Note
is payable. Standard & Poor's Corporation
will use the information received in the
pending deposit message described under
Settlement Procedure "C" below in order to
include the amount of any interest payable
and certain other information regarding the
related Global Security in the
B-7
appropriate (daily or weekly) bond report
published by Standard & Poor's Corporation.
Regular Record Dates. Unless otherwise
indicated in the applicable Pricing
Supplement, the Regular Record Date with
respect to any Interest Payment Date (i)
for a Floating Rate Note shall be the
Business Day immediately preceding such
Interest Payment Date and (ii) for a Fixed
Rate Note or Indexed Rate Note shall be the
date (whether or not a Business Day)
fifteen calendar days immediately preceding
such Interest Payment Date.
Payments of Principal and Interest: Payment of Interest Only. Promptly after
each Regular Record Date, the DTC Agent for
each Global Security will deliver to the
Company and DTC a written notice setting
forth, by CUSIP number, the amount of
interest to be paid on each Global Security
on the following Interest Payment Date
(other than an Interest Payment Date
coinciding with Maturity) and the total of
such amounts. DTC will confirm the amount
payable on each Global Security on such
Interest Payment Date by reference to the
appropriate (daily or weekly) bond reports
published by Standard & Poor's Corporation.
The Company will pay to Citibank for the
Notes represented by such Global Security
the total amount of interest due on such
Interest Payment Date (other than at
Maturity), and Citibank will pay such
amount to DTC, at the times and in the
manner set forth below under "Manner of
Payment." If any Interest Payment Date for
a Book-Entry Note is not a Business Day,
the payment due on such day shall be made
on the next succeeding Business Day and no
interest shall accrue as a result of such
delayed payment. In the case of a Floating
Rate Note that is a LIBOR note or a EURIBOR
note (each as described in the Prospectus),
if postponement to the next business day
would cause the interest payment date to be
in the next succeeding calendar month, the
Interest Payment Date will instead be the
immediately preceding Business Day.
Payments at Maturity or Upon Redemption.
On or about the first Business Day of
each month, the DTC Agent will, with
respect to the Global Securities for
which it acts as DTC Agent, deliver to
the Company, DTC and the Trustee a
written list of principal and interest
to be paid on each Global Security
maturing either at Maturity or on a
Redemption Date in the following month.
The DTC Agent for each Global Security,
the Company and DTC will confirm the
amounts of such principal and interest
payments with respect to each such
Global Security on or about the fifth
Business Day preceding the Maturity Date
or Redemption Date of such Global
Security. On or before such Maturity or
Redemption, the Company will pay to
Citibank for the Notes represented by
such Global Security the principal
amount or redemption price of such
Global Security, together with interest
due at such Maturity or redemption in
the manner set forth below under "Manner
of Payment." Citibank will pay such
amount to DTC at the times and in the
manner set forth below under "Manner of
Payment." If any Maturity of a Global
Security representing Book-Entry Notes
is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the
period from and after such Maturity Date
or Redemption Date. Promptly after
payment to DTC of the principal and
interest or redemption price due on the
Maturity Date or Redemption Date of such
Global Security, the Trustee for such
Global Security will cancel and destroy
such Global Security in accordance with
the applicable Indenture and, if
requested, deliver a certificate of
destruction to the Company.
Manner of Payment. The total amount of
any principal and interest or redemption
price due on Global Securities on any
Interest Payment Date or at Maturity or
upon redemption or repayment shall be
paid by the Company to Citibank for the
Notes represented by such Global
Security in immediately available funds
no later than 9:30 A.M. (New York City
time) on such date. The
B-9
Company will make such payment on such
Global Securities by instructing
Citibank to withdraw funds from an
account maintained by the Company with
the DTC Agent for the Notes represented
by such Global Securities. The Company
will confirm any such instructions in
writing to Citibank. Prior to 10 A.M.
(New York City time) on the date of
Maturity or as soon as possible
thereafter, Citibank will pay by
separate wire transfer (using Fedwire
message entry instructions in a form
previously specified by DTC) to an
account at the Federal Reserve
previously specified by DTC, in funds
available for immediate use by DTC, each
payment of principal (together with
interest thereon) due on a Global
Security on such Maturity Date or
Redemption Date. On each Interest
Payment Date (other than at Maturity),
interest payments shall be made to DTC,
in same day funds, in accordance with
existing arrangements between the
relevant DTC Agent and DTC. On each such
date, DTC will pay, in accordance with
its SDFS operating procedures then in
effect, such amounts in funds available
for immediate use to the respective
Participants in whose names the
Book-Entry Notes represented by such
Global Securities are recorded in the
book-entry system maintained by DTC.
None of the Company (as issuer or as
paying agent), Citibank or such DTC
Agent shall have any direct
responsibility or liability for the
payment by DTC to such Participants of
the principal of and interest on the
Book-Entry Notes.
If an issue of Notes is denominated in a
currency other than the U.S. dollar, the
Company will make payments of principal
and any interest in the currency in
which the Notes are denominated (the
"foreign currency") or in U.S. dollars.
DTC has elected to have all such
payments of principal and interest in
U.S. dollars unless notified by any of
its Participants through which an
interest in the Notes is held that it
elects, in accordance with and to the
extent permitted by the applicable
Pricing Supplement and the Note, to
receive such payment of principal or
interest in the foreign
B-10
currency. On or prior to the third
Business Day after the record date for
payment of interest and twelve days
prior to the date for payment of
principal, such Participant shall notify
DTC of (i) its election to receive all,
or the specified portion, of such
payment in the foreign currency and (ii)
its instructions for wire transfer of
such payment to a foreign currency
account.
DTC will notify Citibank on or prior to
the fifth Business Day after the record
date for payment of interest and ten
days prior to the date for payment of
principal of the portion of such payment
to be received in the foreign currency
and the applicable wire transfer
instructions, and Citibank shall use
such instructions to pay the
Participants directly. If DTC does not
so notify Citibank, it is understood
that only U.S. dollar payments are to be
made. Citibank shall notify DTC on or
prior to the second Business Day prior
to payment date of the conversion rate
to be used and the resulting U.S. dollar
amount to be paid per $1,000 face
amount. In the event that Citibank's
quotation to convert the foreign
currency into U.S. dollars is not
available, Citibank shall notify DTC's
Dividend Department that the entire
payment is to be made in the foreign
currency. In such event, DTC will ask
its Participants for payment
instructions and forward such
instructions to Citibank and Citibank
shall use such instructions to pay the
Participants directly.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest or
principal or redemption payment on a
Book-Entry Note will be determined and
withheld by the Participant, indirect
participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial
owner of such Note.
Procedures upon Company's Company Notice to the Trustee regarding
Exercise of Optional Reset or Exercise of Optional Reset. Not less
Optional Extension of Maturity: than 45 or more than 60 days before an
Optional Reset Date
B-11
as set forth in a Book-Entry Note, the
Company will notify the Trustee for such
Book-Entry Note whether it is exercising
its option to reset the interest rate or
Spread or Spread Multiplier, as the case
may be, for such Book-Entry Note, and if
so, (i) the new interest rate or Spread
or Spread Multiplier, as the case may
be, for such Book-Entry Note during the
period from such Optional Reset Date to
the next Optional Reset Date as set
forth in such Book-Entry Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Book-Entry Note (the "Subsequent
Interest Period"); and (ii) the
provisions, if any, for redemption of
such Book-Entry Note during such
Subsequent Interest Period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such Subsequent
Interest Period.
Company Notice to the Trustee regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Book-Entry Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee for such Book-Entry Note no
less than 45 or more than 60 days before
the Stated Maturity of such Book-Entry
Note, and will further indicate (i) the
new Stated Maturity; (ii) the interest
rate or Spread or Spread Multiplier, as
the case may be, applicable to the
extension period; and (iii) the
provisions, if any, for redemption of
such Book-Entry Note during such
extension period, including the date or
dates on which or the period or periods
during which such redemption may occur
during such extension period.
Trustee Notice to DTC regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
Trustee for the Book-Entry Note will
deliver a notice to DTC not less than 40
days before the Optional Reset Date (in
which case a "Reset
B-12
Notice") or the Stated Maturity (in
which case an "Extension Notice"), as
the case may be, which Reset Notice or
Extension Notice shall identify such
Book-Entry Note by CUSIP number and
shall contain the information required
by the terms of the Book-Entry Note.
Trustee Notice to Company regarding
Option to be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, DTC exercises the option for
repayment by tendering the Global
Security representing the Book-Entry
Note to be repaid as set forth in such
Note, the Trustee for such Book-Entry
Note shall give notice to the Company
not less than 22 days before the
Optional Reset Date or the old Stated
Maturity, as the case may be, of the
principal amount of Book-Entry Notes to
be repaid on such Optional Reset Date or
old Stated Maturity, as the case may be.
Company Notice regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
interest rate or Spread or Spread
Multiplier provided for in the Reset
Notice and establish a higher interest
rate or Spread or Spread Multiplier for
an Optional Reset Period or extension
period, as the case may be, it shall,
not less than 20 days before such
Optional Reset Date or old Stated
Maturity, so notify the Trustee for the
affected Book-Entry Note. The Trustee
will immediately thereafter notify DTC
of the new interest rate or Spread or
Spread Multiplier applicable to such
Book-Entry Note.
Trustee Notice to Company regarding DTC
Revocation of Option to be Repaid. If,
after DTC has tendered any Book-Entry
Notes for repayment pursuant to an
Extension Notice or an Reset Notice, DTC
then revokes such tender for repayment,
the Trustee for such Book-Entry Notes
shall give notice to the Company not
less than five days prior to the Stated
Maturity or Optional Reset Date, as the
case may be, of such revocation and of
the principal amount of
B-13
Book-Entry Notes for which tender for
repayment has been revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before any Optional Reset Date, the
Company shall deposit with Citibank an
amount of money sufficient to pay the
principal amount, plus interest accrued
to such old Stated Maturity or Optional
Reset Date, as the case may be, for all
the Book-Entry Notes or portions thereof
for which such Trustee serves as Trustee
and which are to be repaid on such old
Stated Maturity or Optional Reset Date,
as the case may be. Citibank will use
such money to repay such Book-Entry
Notes pursuant to the terms set forth in
such Notes.
Procedures upon Company Notice to Trustee regarding
Company's Exercise Exercise of Optional Redemption. At
of Optional Redemption: least 45 days prior to the date on which
it intends to redeem a Book-Entry Note,
the Company will notify the Trustee for
such Book-Entry Note that it is
exercising such option with respect to
such Book-Entry Note on such date and
the redemption price of such Book-Entry
Notes.
Trustee Notice to DTC regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Book-Entry Note, the Trustee
will, at least 30 days before the
Redemption Date for such Book-Entry
Note, hand deliver to DTC a notice
identifying such Book-Entry Note by
CUSIP number and informing DTC of the
Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or
before any Redemption Date, the Company
shall deposit with Citibank an amount of
money sufficient to pay the redemption
price, plus interest accrued to such
Redemption Date, for all the Book-Entry
Notes or portions thereof for which each
Trustee serves as Trustee and which are
to be repaid on such Redemption Date.
Citibank will use such
B-14
money to repay such Book-Entry Notes
pursuant to the terms set forth in such
Notes.
Payments of Principal Trustee Notice to Company of Option to
and Interest Upon be Repaid. Upon receipt of notice of
Exercise of Optional exercise of the option for repayment and
Repayment (Except the Global Securities representing the
Pursuant to Book-Entry Notes so to be repaid as set
Company's Exercise forth in such Notes, the Trustee for
of Optional Reset or such Book-Entry Notes shall (unless such
Optional Extension): notice was received pursuant to the
Company's exercise of an optional reset
or an optional extension of maturity, in
each of which cases the relevant
procedures set forth above are to be
followed) give notice to the Company not
less than 20 days prior to each Optional
Repayment Date of such Optional
Repayment Date and of the principal
amount of Book-Entry Notes to be repaid
on such Optional Repayment Date.
Deposit of Repayment Price. On or prior
to any Optional Repayment Date, the
Company shall deposit with Citibank an
amount of money sufficient to pay the
optional repayment price, and accrued
interest thereon to such date, of all
the Book-Entry Notes or portions thereof
which are to be repaid on such date.
Citibank will use such money to repay
such Book-Entry Notes pursuant to the
terms set forth in such Notes.
Procedure for Rate The Company and the Agent will discuss
Setting and Posting: from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Book-Entry Notes that may be sold as
a result of the solicitation of orders
by the Agent. If the Company decides to
set prices of, and rates borne by, any
Book-Entry Notes in respect of which the
Agent is to solicit orders (the setting
of such prices and rates to be referred
to herein as "posting") or if the
Company decides to change prices or
rates previously posted by it, it will
promptly advise the Agent of the prices
and rates to be posted.
Acceptance and Rejection of Orders: Unless otherwise instructed by the
Company, the Agent will advise the
Company promptly by telephone of all
orders to purchase Book-Entry
B-15
Notes received by the Agent, other than
those rejected by it in whole or in part
in the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agent, the Company
has the right to accept orders to
purchase Book-Entry Notes and may reject
any such orders in whole or in part.
Preparation of Pricing If any order to purchase a Book-Entry
Supplement: Note is accepted by or on behalf of the
Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the terms of
such Book-Entry Note, will file one copy
thereof by electronic submission with
the Commission in accordance with the
applicable paragraph of Rule 424(b)
under the Act, will deliver such number
of copies thereof to the Agent as the
Agent shall request. If required, the
Agent will file such Pricing Supplement
with the National Association of
Securities Dealers, Inc. (the "NASD").
The Agent will cause a Prospectus and
such Pricing Supplement to be delivered
to the purchaser of such Book-Entry
Note.
In each instance that a Pricing
Supplement is prepared, the Agent will
affix the Pricing Supplement to
Prospectuses prior to their use.
Outdated Pricing Supplements and the
Prospectuses to which they are attached
(other than those retained for files),
will be destroyed.
Copies of the appropriate number of
Pricing Supplements shall be delivered
to the Agent at the following address by
11:00 A.M., New York City time, on the
Business Day following the acceptance of
an offer by or on behalf of the Company:
to Citigroup Document Services, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (with a copy transmitted by
facsimile to (▇▇▇) ▇▇▇-▇▇▇▇, Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇).
Suspension of Solicitation; Subject to the Company's
Amendment or Supplement: representations, warranties and
covenants contained in the Distribution
Agreement, the Company may instruct the
Agent to suspend at any time, for any
period of time or permanently, the
solicitation of
B-16
orders to purchase Book-Entry Notes.
Upon receipt of such instructions, the
Agent will forthwith suspend
solicitation until such time as the
Company has advised it such solicitation
may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agent, the
Trustees and the DTC Agents whether such
orders may be settled and whether copies
of the Prospectus as in effect at the
time of the suspension, together with
the appropriate Pricing Supplement, may
be delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Book-Entry Note
must accompany or precede the earliest
of any written offer of such Book-Entry
Note, confirmation of the purchase of
such Book-Entry Note and payment for
such Book-Entry Note by its purchaser.
If notice of a change in the terms of
the Book-Entry Notes is received by the
Agent between the time an order for a
Book-Entry Note is placed and the time
written confirmation thereof is sent by
the Agent to a customer or his agent,
such confirmation shall be accompanied
by a Prospectus and Pricing Supplement
setting forth the terms in effect when
the order was placed. The Agent will
deliver a Prospectus and Pricing
Supplement as herein described with
respect to each Book-Entry Note sold by
it. The Company will make such delivery
if such Book-Entry Note is sold directly
by the Company to a purchaser (other
than the Agent).
Confirmation: For each order to purchase a Book-Entry
Note solicited by the Agent and accepted
by or on behalf of the Company, the
Agent will issue a
B-17
confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in payment
for a Book-Entry Note and the
authentication and issuance of the
Global Security representing such
Book-Entry Note shall constitute
"settlement" with respect to such
Book-Entry Note, and the date of such
settlement, the "Settlement Date." All
orders accepted by the Company will be
settled on the third Business Day next
succeeding the date of acceptance
pursuant to the timetable for settlement
set forth below unless the Company and
the purchaser agree to settlement on
another day which shall be no earlier
than the Business Day next succeeding
the date of sale.
Settlement Procedures: Settlement Procedures with regard to
each Book-Entry Note sold by the Company
to or through the Agent, except pursuant
to a Terms Agreement, shall be as
follows:
A. The Agent will advise the Company
by telephone (or by facsimile or
other acceptable written means)
that such Note is a Book-Entry Note
and of the following settlement
information:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate
Book-Entry Note, the interest rate and
reset, redemption, repayment and
extension provisions (if any) or, in the
case of a Floating Rate Book-Entry Note,
the Base Rate, Initial Interest Rate (if
known at such time), Interest Reset
Period, Interest Reset Dates, Index
Maturity, Spread and/or Spread
Multiplier (if any), Minimum Interest
Rate (if any), Maximum Interest Rate (if
any) and reset, redemption, repayment
and extension provisions (if any).
B-18
5. Interest Payment Dates and the
Interest Payment Period.
6. Amortization provisions, if
any.
7. Settlement date and Issue Date,
if different.
8. Specified currency.
9. Denominated currency, Indexed
Currency, Base Exchange Rate, and the
Determination Date, if applicable.
10. Price.
11. Agent's commission, determined
as provided in the Distribution
Agreement.
12. Whether such Book-Entry Note
is an OID Note and, if so, the total
amount of OID, the yield to maturity and
the initial accrual period OID.
13. Any other terms necessary to
describe the Book-Entry Note.
(a) The Company will advise
the DTC Agent by telephone (confirmed in
writing at any time on the same date),
written telecommunication or electronic
transmission of the information set
forth in Settlement Procedure "A" above.
Each such communication by the Company
shall constitute a representation and
warranty by the Company to the DTC Agent
for such Note, the Trustee for such Note
and the Agent that (i) such Note is
then, and at the time of issuance and
sale thereof will be, duly authorized
for issuance and sale by the Company and
(ii) such Note, and the Global Security
representing such Note, will conform
with the terms of the Indenture for such
Note. The DTC Agent will then assign a
CUSIP number to the Global Security
representing such Book-Entry Note and
notify the Agent and the Company by
B-19
telephone (confirmed in writing at any
time on the same date), written
telecommunication or electronic
transmission of such CUSIP number as
soon as practicable.
B. Such DTC Agent will enter a pending
deposit message through DTC's
Participant Terminal System
providing the following settlement
information to DTC Standard &
Poor's Corporation, Interactive
Data Corporation, the Agent and,
upon request, the Trustee for such
Notes:
1. The information set forth in
Settlement Procedure "A."
2. Identification as a Fixed Rate
Book-Entry Note or a Floating Rate
Book-Entry Note.
3. The Initial Interest Payment
Date for such Book-Entry Note, number of
days by which such date succeeds the
related Regular Record Date and amount
of interest payable on such Interest
Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global
Security representing such Book-Entry
Note.
6. The participant account
numbers maintained by DTC on behalf of
the Trustee and the Agent.
7. Whether such Global Security
will represent any other Book-Entry Note
(to the extent known at such time).
C. To the extent the Company has not
already done so, the Company will
deliver to the Trustee for such
Notes a Global Security in a form
that has been approved by the
Company, the Agent and the Trustee.
D. The Trustee will complete such
Book-Entry
B-20
Note, stamp the appropriate legend,
as instructed by DTC, if not
already set forth thereon, and
authenticate the Global Security
representing such Book-Entry Note.
E. DTC will credit such Book-Entry
Note to such DTC Agent's
participant account at DTC.
F. Such DTC Agent will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC to (i) debit such
Book-Entry Note to such DTC Agent's
participant account and credit such
Book-Entry Note to the Agent's
participant account and (ii) debit
the Agent's settlement account and
credit such DTC Agent's settlement
account for an amount equal to the
price of such Book-Entry Note less
the Agent's commission. The entry
of such a deliver order shall
constitute a representation and
warranty by such DTC Agent to DTC
that (i) the Global Security
representing such Book-Entry Note
has been issued and authenticated
and (ii) such DTC Agent is holding
such Global Security pursuant to
the Medium Term Note Certificate
Agreement between such DTC Agent
and DTC.
G. Unless the Agent is purchasing such
Note as principal, the Agent will
enter an SDFS deliver order through
DTC's Participant Terminal System
instructing DTC (i) to debit such
Book-Entry Note to the Agent's
participant account and credit such
Book-Entry Note to the participant
accounts of the Participants with
respect to such Book-Entry Note and
(ii) to debit the settlement
accounts of such Participants and
credit the settlement account of
the Agent for an amount equal to
the price of such Book-Entry Note.
H. Transfers of funds in accordance
with
B-21
SDFS deliver orders described in
Settlement Procedures "F" and "G"
will be settled in accordance with
SDFS operating procedures in effect
on the settlement date.
I. Such DTC Agent will, upon receipt
of funds from the Agent in
accordance with Settlement
Procedure "F," credit to an account
of the Company maintained at such
DTC Agent funds available for
immediate use in the amount
transferred to such DTC Agent in
accordance with Settlement
Procedure "F."
J. Unless the Agent is purchasing such
Book-Entry Note as principal, the
Agent will confirm the purchase of
such Book-Entry Note to the
purchaser either by transmitting to
the Participants with respect to
such Book-Entry Note a confirmation
order or orders through DTC's
institutional delivery system or by
mailing a written confirmation to
such purchaser.
K. Monthly, the DTC Agent will send to
the Company a statement setting
forth the principal amount of
Registered Notes Outstanding as of
the date of such statement and
setting forth a brief description
of any sales of which the Company
has advised such DTC Agent but
which have not yet been settled.
Settlement Procedures Timetable: For sales by the Company of Book-Entry
Notes solicited by the Agent and
accepted by the Company (except pursuant
to a Terms Agreement) for settlement on
the first Business Day after the sale
date, Settlement Procedures "A" through
"K" set forth above shall be completed
as soon as possible but not later than
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
--------- ----
B-22
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before
settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one
Business Day after the sale date,
Settlement Procedures "A," "B" and "C"
shall be completed as soon as
practicable but no later than 11:00
A.M., 12:00 Noon and 2:00 P.M.,
respectively on the first Business Day
after the sale date. If the Initial
Interest Rate for a Floating Rate
Book-Entry Note has not been determined
at the time that Settlement Procedure
"A" is completed, Settlement Procedures
"B" and "C" shall be completed as soon
as such rate has been determined but no
later than 12:00 Noon and 2:00 P.M.,
respectively, on the Business Day before
the settlement date. Settlement
Procedure "I" is subject to extension in
accordance with any extension of Fedwire
closing deadlines and in the other
events specified in SDFS operating
procedures in effect on the settlement
date.
If settlement of a Book-Entry Note is
rescheduled or canceled, the DTC Agent
for such Book-Entry Notes after
receiving notice from the Company or the
Agent, will deliver to DTC, through
DTC's Participant Terminal System, a
cancellation message to such effect by
no later than 2:00 P.M. on the Business
Day immediately preceding the scheduled
settlement date.
Failure to Settle: If settlement of a Book-Entry Note is
rescheduled and the DTC Agent for such
Note has not entered an SDFS deliver
order with respect to a Book-Entry Note
pursuant to Settlement Procedure "G,"
after receiving notice from the Company
or the Agent, such DTC Agent shall
deliver to DTC, through DTC's
Participant
B-23
Terminal System, as soon as practicable,
a withdrawal message instructing DTC to
debit such Book-Entry Note to such DTC
Agent's participant account. DTC will
process the withdrawal message, provided
that such DTC Agent's participant
account contains a principal amount of
the Global Security representing such
Book-Entry Note that is at least equal
to the principal amount to be debited.
If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the
Trustee for the Notes represented by
such Global Security will mark such
Global Security "canceled," make
appropriate entries in such Trustee's
records and destroy the canceled Global
Security in accordance with the
applicable Indenture and, if requested,
deliver a certificate of destruction to
the Company. The CUSIP number assigned
to such Global Security shall, in
accordance with CUSIP Service Bureau
procedures, be canceled and not
immediately reassigned. If a withdrawal
message is processed with respect to one
or more, but not all, of the Book-Entry
Notes represented by a Global Security,
the DTC Agent for such Book-Entry Notes
will exchange such Global Security for
two Global Securities, one of which
shall represent such Book-Entry Notes
and shall be canceled immediately after
issuance and the other of which shall
represent the other Book-Entry Notes
previously represented by the
surrendered Global Security and shall
bear the CUSIP number of the surrendered
Global Security.
If the purchase price for any Book-Entry
Note is not timely paid to the
Participants with respect to such Note
by the beneficial purchaser thereof (or
a Person, including an indirect
participant in DTC, acting on behalf of
such purchaser), such Participants and,
in turn, the Presenting Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System reversing
the orders entered pursuant to
Settlement Procedures "G" and "F,"
respectively. Thereafter, the DTC Agent
for such Book-Entry Note will deliver
the withdrawal message and take the
related actions
B-24
described in the preceding paragraph. If
such failure shall have occurred for any
reason other than a default by the Agent
in the performance of its obligations
hereunder and under the Distribution
Agreement, then the Company will
reimburse the Agent for the loss of the
use of the funds during the period when
they were credited to the account of the
Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any
actions in accordance with its SDFS
operating procedures then in effect. In
the event of a failure to settle with
respect to one or more, but not all, of
the Book-Entry Notes to have been
represented by a Global Security, the
DTC Agent for such Book-Entry Note or
Notes will provide, in accordance with
Settlement Procedures "E" and "G," for
the authentication and issuance of a
Global Security representing the other
Book-Entry Notes, which have not failed
to settle, to have been represented by
such Global Security and will make
appropriate entries in its records.
Authenticity of Signatures: The Agent will not have any obligation
or liability to the Company or the
Trustee in respect of the authenticity
of the signature of any officer,
employee or agent of the Company or the
Trustee on any Book-Entry Note.
Payment of Expenses: The Agent shall forward to the Company,
on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms
of the Distribution Agreement. The
Company will remit payment to the Agent
currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agent the amount of advertising that may
be appropriate in soliciting offers to
purchase the Book-Entry Notes.
Advertising expenses will be paid by the
Company.
B-25
PART II
Administrative Procedures for Certificated Notes
Each Trustee will serve as registrar and transfer agent in connection with
the Certificated Notes for which it serves as Trustee.
Issuance: Each Certificated Note will be dated and
issued as of the date of its
authentication by the applicable
Trustee. Each Certificated Note will
bear an Original Issue Date, which will
be (i) with respect to an original
Certificated Note (or any portion
thereof), its original issuance date
(which will be the settlement date) and
(ii) with respect to any Certificated
Note (or portion thereof) issued
subsequently upon transfer or exchange
of a Certificated Note or in lieu of a
destroyed, lost or stolen Certificated
Note, the Original Issue Date of the
predecessor Certificated Note,
regardless of the date of authentication
of such subsequently issued Certificated
Note.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Maturities: Each Certificated Note will mature on a
date nine months or more after the issue
date for such Note. A Floating Rate
Certificated Note will mature only on an
Interest Payment Date for such Note.
Currency: The Specified Currency for a
Certificated Note shall be as set forth
therein and in the applicable Pricing
Supplement.
Denominations: The denomination of any Certificated
Note denominated in U.S. dollars will be
a minimum of $1,000 or any amount in
excess thereof that is an integral
multiple of $1,000. The authorized
denominations of Certificated Notes
denominated in a Specified Currency
other than U.S. dollars shall be
determined as set forth in the
applicable Pricing Supplement.
Interest: General. Unless otherwise indicated in
the
B-26
applicable Pricing Supplement, interest,
if any, on each Certificated Note will
accrue from the Original Issue Date (or
such other date on which interest
otherwise begins to accrue (if different
from the Original Issue Date)) of such
Note for the first interest period or
the last date to which interest has been
paid, if any, for each subsequent
interest period, on such Note, and will
be calculated and paid in the manner and
on the dates described in such Note and
in the Prospectus, as supplemented by
the applicable Pricing Supplement.
Unless otherwise specified therein, each
payment of interest on a Certificated
Note will include interest accrued to
but excluding the Interest Payment Date
(provided that, in the case of
Certificated Notes which reset daily or
weekly, interest payments will include
accrued interest to and including the
next preceding Regular Record Date),
except that at Stated Maturity, the
interest payable will include interest
accrued to, but excluding, the stated
Maturity (other than a Maturity of a
Fixed Rate Certificated Note occurring
on the 31st day of a month, in which
case such payment of interest will
include interest accrued to but
excluding the 30th day of such month).
Regular Record Dates. Unless otherwise
indicated in the applicable Pricing
Supplement, the Regular Record Date with
respect to any Interest Payment Date (i)
for a Floating Rate Note shall be the
Business Day immediately preceding such
Interest Payment Date and (ii) for a
Fixed Rate Note or Indexed Rate Note
shall be the date (whether or not a
Business Day) fifteen calendar days
immediately preceding such Interest
Payment Date.
Payments of Citibank will pay the principal amount
Interest: of each Certificated Note at Maturity or
upon redemption upon presentation and
surrender of such Note to Citibank. Such
payment, together with payment of
interest due at Maturity or upon
redemption of such Note, will be made in
funds available for immediate use by
Citibank
B-27
and in turn by the holder of such Note.
Certificated Notes presented to Citibank
at Maturity or upon redemption for
payment will be canceled and destroyed
by Citibank, and a certificate of
destruction will be delivered to the
Company. All interest payments on a
Certificated Note (other than interest
due at Maturity or upon redemption) will
be made by check drawn on Citibank (or
another person appointed by Citibank)
and mailed by Citibank to the person
entitled thereto as provided in such
Note and the applicable Indenture;
provided, however, that any holder of
$10,000,000 or more of Notes having the
same Interest Payment Dates will, upon
written request prior to the Regular
Record Date in respect of an Interest
Payment Date, be entitled to receive
payment by wire transfer of immediately
available funds. Following each Regular
Record Date, Citibank will furnish the
Company with a list of interest payments
to be made on the following Interest
Payment Date for each Certificated Note
and in total for all Certificated Notes.
Interest at Maturity or upon redemption
will be payable to the person to whom
the payment of principal is payable.
Citibank will provide monthly to the
Company lists of principal and interest,
to the extent ascertainable, to be paid
on Certificated Notes maturing or to be
redeemed in the next month.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment on
a Certificated Note will be determined
and withheld by Citibank.
The Company will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by
applicable law.
If any Interest Payment Date for or the
Maturity of a Certificated Note is not a
Business Day, the payment due on such
day shall be made on the next succeeding
Business
B-28
Day and no interest shall accrue on
account of such delayed payment. In the
case of a Floating Rate Note that is a
LIBOR note or a EURIBOR note (each as
described in the Prospectus), if
postponement to the next business day
would cause the interest payment date to
be in the next succeeding calendar
month, the Interest Payment Date will
instead be the immediately preceding
Business Day.
Procedure for Rate The Company and the Agent will discuss
Setting and Posting: from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Notes that may be sold as a result
of the solicitation of orders by the
Agent. If the Company decides to set
prices of, and rates borne by, any Notes
in respect of which the Agent is to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise the Agent of the prices
and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, the Agent will advise the
Company promptly by telephone of all
orders to purchase Certificated Notes
received by the Agent, other than those
rejected by it in whole or in part in
the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agent, the Company
has the sole right to accept orders to
purchase Certificated Notes and may
reject any such orders in whole or in
part. Before accepting any order to
purchase a Certificated Note to be
settled in less than three Business
Days, the Company shall verify that the
Trustee for such Certificated Note will
have adequate time to prepare and
authenticate such Note.
Preparation of Pricing If any order to purchase a Certificated
Supplement: Note is accepted by or on behalf of the
Company, the Company will prepare a
Pricing Supplement reflecting the terms
of such Certificated Note, will file one
copy thereof by electronic
B-29
submission with the Commission in
accordance with the applicable paragraph
of Rule 424(b) under the Act, will
deliver such number of copies thereof to
the Agent as the Agent shall request. If
required, the Agent will file the
Pricing Supplement with the NASD. The
Agent will cause a Prospectus and
Pricing Supplement to be delivered to
the purchaser of such Certificated Note.
Copies of the appropriate number of
Pricing Supplements shall be delivered
to the Agent at the following addresses
by 11:00 A.M., New York City time, on
the Business Day following the
acceptance of an offer by or on behalf
of the Company: Citigroup Document
Services, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (with a copy
transmitted by facsimile to (718)
765-6734, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇).
In each instance that a Pricing
Supplement is prepared, the Presenting
Agent will affix the Pricing Supplement
to Prospectuses prior to their use.
Outdated Pricing Supplements and the
Prospectuses to which they are attached
(other than those retained for files),
will be destroyed.
Suspension of Subject to the Company's
Solicitation; representations, warranties and
Amendment or covenants contained in the Distribution
Supplement: Agreement, the Company may instruct the
Agent to suspend at any time for any
period of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agent will forthwith
suspend solicitation until such time as
the Company has advised it that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agent and the
Trustees whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time of
the suspension, together
B-30
with the appropriate Pricing Supplement,
may be delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Certificated
Note must accompany or precede the
earliest of any written offer of such
Certificated Note, confirmation of the
purchase of such Certificated Note and
payment for such Certificated Note by
its purchaser. If notice of a change in
the terms of the Certificated Notes is
received by the Agent between the time
an order for a Certificated Note is
placed and the time written confirmation
thereof is sent by the Agent to a
customer or his agent, such confirmation
shall be accompanied by a Prospectus and
Pricing Supplement setting forth the
terms in effect when the order was
placed. The Agent will deliver a
Prospectus and Pricing Supplement as
herein described with respect to each
Certificated Note sold by it. The
Company will make such delivery if such
Certificated Note is sold directly by
the Company to a purchaser (other than
the Agent).
Confirmation: For each order to purchase a
Certificated Note solicited by the Agent
and accepted by or on behalf of the
Company, the Agent will issue a
confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in exchange
for an authenticated Certificated Note
delivered to the Agent and the Agent's
delivery of such Certificated Note
against receipt of immediately available
funds shall, with respect to such
Certificated Note, constitute
"settlement." All orders accepted by the
B-31
Company will be settled on the fifth
Business Day next succeeding the date of
acceptance pursuant to the timetable for
settlement set forth below, unless the
Company and the purchaser agree to
settlement on another day which shall be
no earlier than the next Business Day
following the date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Certificated Note sold by the
Company to or through the Agent, as
agent (except pursuant to a Terms
Agreement), shall be as follows:
A. The Agent will advise the Company
by telephone (or by facsimile
transmission or other acceptable
written means) that such Note is a
Certificated Note and of the
following settlement information,
in time for the Trustee for such
Certificated Note to prepare and
authenticate the required Note:
1. Name in which such Certificated
Note is to be registered ("Registered
Owner").
2. Address of the Registered Owner
and address for payment of principal and
interest.
3. Taxpayer identification number
of the Registered Owner (if available).
4. Principal or face amount.
5. Series.
6. Stated Maturity.
7. In the case of a Fixed Rate
Certificated Note, the Interest Rate and
reset provisions (if any) or, in the
case of a Floating Rate Certificated
Note, the Base Rate, Initial Interest
Rate (if known at such time), Interest
Reset Period, Interest Reset Dates,
Index Maturity, Spread and/or Spread
Multiplier (if any), Minimum Interest
Rate (if any),
B-32
Maximum Interest Rate (if any) and reset
provisions (if any).
8. Interest Payment Dates and the
Interest Payment Period.
9. Specified Currency.
10. Denominated Currency, Indexed
Currency, Base Exchange Rate and the
Determination Date, if applicable.
11. Redemption, repayment,
amortization or extension provisions, if
any.
12. Settlement Date.
13. Price (including currency).
14. Agent's commission, if any,
determined as provided in the
Distribution Agreement.
15. Whether such Certificated Note
is an OID Note, and, if so, the total
amount of OID and the yield to maturity.
16. Any other terms necessary to
describe the Certificated Note.
B. The Company will advise the
relevant Trustee by telephone
(confirmed in writing at any time
on the sale date), written
telecommunication or electronic
transmission of the information set
forth in Settlement Procedure "A"
above and the name of the
Presenting Agent.
C. The Company will deliver to the
relevant Trustee a pre-printed
four-ply packet for such
Certificated Note, which packet
will contain the following
documents in forms that have been
approved by the Company, the Agent
and the Trustee:
B-33
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such
Certificated Note and will
authenticate such Certificated Note
and deliver it (with the
confirmation) and Stubs One and Two
to the Agent, and the Agent will
acknowledge receipt of the Note by
stamping or otherwise marking Stub
One and returning it to the
Trustee. Such delivery will be made
only against such acknowledgment of
receipt and evidence that
instructions have been given by the
Agent for payment to such account
as the Company shall have specified
in funds available for immediate
use, of an amount equal to the
price of such Certificated Note
less the Agent's commission. In the
event that the instructions given
by the Agent for payment to the
account of the Company are revoked,
the Company will as promptly as
possible wire transfer to the
account of the Agent an amount of
immediately available funds equal
to the amount of such payment made.
E. Unless the Agent purchased the Note
as principal, the Agent will
deliver such Certificated Note
(with the confirmation) to the
customer against payment in
immediately payable funds. The
Agent will obtain the
acknowledgment of receipt of such
Certificated Note by retaining Stub
Two.
F. The Trustee will send Stub Three to
the
B-34
Company by first-class mail.
Settlement For orders of Certificated Notes
Procedures solicited by the Agent, as agent, and
Timetable: accepted by the Company, Settlement
Procedures "A" through "F" set forth
above shall be completed on or before
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day before
settlement
B On the day two Business Days
before settlement date.
C 2:15 P.M. two Business Days
before settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Procedures upon Company Notice to Trustee regarding
Company's Exercise Exercise of Optional Reset. Not less
of Optional Reset than 45 or more than 60 days before an
or Extension of Optional Reset Date as set forth in a
Maturity: Certificated Note, the Company will
notify the Trustee for such Certificated
Note whether it is exercising its option
to reset the interest rate or Spread or
Spread Multiplier, as the case may be,
for such Certificated Note, and if so,
(i) the new interest rate or Spread or
Spread Multiplier, as the case may be,
for such Certificated Note during the
period from such Optional Reset Date to
the next Optional Reset Date as set
forth in such Certificated Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Certificated Note (the "Subsequent
Interest Period"); and (ii) the
provisions, if any, for redemption of
such Certificated Note during such
Subsequent Interest Period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such Subsequent
Interest Period.
Company Notice to Trustee regarding
Exercise
B-35
of Optional Extension of Maturity. If
the Company elects to exercise an
option, as set forth in a Certificated
Note, to extend the Stated Maturity of
such Note, it will so notify the Trustee
for such Certificated Note not less than
45 or more than 60 days before the
Stated Maturity of such Certificated
Note, and will further indicate (i) the
new Stated Maturity; (ii) the interest
rate or Spread or Spread Multiplier, as
the case may be, applicable to the
extension period; and (iii) the
provisions, if any, for redemption of
such Certificated Note during such
extension period, including the date or
dates on which or the period or periods
during which such redemption may occur
during such extension period.
Trustee Notice to Holders regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
Trustee for the Certificated Note will
mail a notice, first class, postage
prepaid, to the Holder of the
Certificated Note not less than 40 days
before the Optional Reset Date (in which
case a "Reset Notice") or the Stated
Maturity (in which case an "Extension
Notice"), as the case may be, which
Reset Notice or Extension Notice shall
contain the information required by the
terms of the Certificated Note.
Trustee Notice to Company regarding
Option to be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, any Holder of a Certificated
Note exercises the option for repayment
by tendering the Certificated Note to be
repaid as set forth in the Certificated
Note, the Trustee for such Certificated
Note shall give notice to the Company
not less than 22 days before the
Optional Reset Date, or the old Stated
Maturity, as the case may be, of the
principal amount of Certificated Notes
to be repaid on such Optional Reset Date
or old Stated Maturity, as the case may
be.
B-36
Company Notice regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
interest rate or Spread or Spread
Multiplier and establish a higher
interest rate or Spread or Spread
Multiplier for an Optional Reset Period
or extension period, as the case may be,
it shall, not less than 20 days before
such Optional Reset Date or old Stated
Maturity, so notify the Trustee for the
affected Certificated Note. The Trustee
will immediately thereafter notify the
Holder of such Certificated Note, by
first class mail, postage prepaid, of
the new higher interest rate or Spread
or Spread Multiplier applicable to such
Certificated Note.
Trustee Notice to Company regarding
Holder Revocation of Option to be
Repaid. If, after the Holder of a
Certificated Note has tendered such Note
for repayment pursuant to an Extension
Notice or a Reset Notice, such Holder
revokes such tender for repayment, the
Trustee for such Certificated Note shall
give notice to the Company not less than
five days prior to the Stated Maturity
or Optional Reset Date, as the case may
be, of such revocation and of the
principal amount of Certificated Notes
for which tender for repayment has been
revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before any Optional Reset Date, the
Company shall deposit with Citibank an
amount of money sufficient to pay the
principal amount, plus interest accrued
to such old Stated Maturity or Optional
Reset Date, as the case may be, for all
the Certificated Notes or portions
thereof for which each Trustee serves as
Trustee and which are to be repaid on
such old Stated Maturity or Optional
Reset Date, as the case may be. Citibank
will use such money to repay such
Certificated Notes pursuant to the terms
set forth in such Notes.
B-37
Procedures upon Company Notice to Trustee regarding
Company's Exercise Exercise of Optional Redemption. At
of Optional least 45 days prior to the date on which
Redemption: it intends to redeem a Certificated
Note, the Company will notify the
Trustee for such Certificated Note that
it is exercising such option with
respect to such Note on such date.
Trustee Notice to Holders regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Certificated Note, the Trustee
for such Certificated Note will, at
least 30 days before the Redemption Date
for such Certificated Note, mail a
notice, first class, postage prepaid, to
the Holder of such Certificated Note,
informing such Holder of the Company's
exercise of such option with respect to
such Certificated Note.
Payments of Principal and Trustee Notice to Company of Option to
Interest Upon Exercise of be Repaid. Upon receipt of notice of
Optional Repayment (Except exercise of the option for repayment and
Pursuant to Company's Exercise the Certificated Notes to be repaid as
of Optional Reset or Optional set forth in such Notes, the Trustee for
Extension): such Certificated Notes shall (unless
such notice was received pursuant to the
Company's exercise of an optional reset
or an optional extension of maturity, in
each of which cases the relevant
procedures set forth above shall be
followed) give notice to the Company not
less than 20 days prior to each Optional
Repayment Date of such Optional
Repayment Date and of the principal
amount of Certificated Notes to be
repaid on such Optional Repayment Date.
Failure to Settle: If a purchaser fails to accept delivery
of and make payment for any Certificated
Note, the Agent will notify the Company
and the applicable Trustee by telephone
and return such Note to the applicable
Trustee. Upon receipt of such notice,
the Company will immediately wire
transfer to the account of the Agent an
amount equal to the amount previously
credited thereto in respect of such
B-38
Note. Such wire transfer will be made on
the Settlement Date, if possible, and in
any event not later than the Business
Day following the settlement date. If
the failure shall have occurred for any
reason other than a default by the Agent
in the performance of its obligations
hereunder and under the Distribution
Agreement with the Company, then the
Company will reimburse the Agent or the
applicable Trustee, as appropriate, on
an equitable basis for its loss of the
use of the funds during the period when
they were credited to the account of the
Company. Immediately upon receipt of the
Certificated Note in respect of which
such failure occurred, the applicable
Trustee will mark such Note "canceled,"
make appropriate entries in the
applicable Trustee's records and send
such Note to the Company.
Authenticity of The Agent will not have any obligation
Signatures: or liability to the Company or a Trustee
in respect of the authenticity of the
signature of any officer, employee or
agent of the Company or a Trustee on any
Certificated Note.
Payment of Expenses: The Agent shall forward to the Company,
on a monthly basis, a statement of the
out-of-pocket expenses incurred by the
Agent during that month that are
reimbursable to it pursuant to the terms
of the Distribution Agreement. The
Company will remit payment to the Agent
currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agent the amount of advertising that may
be appropriate in soliciting orders to
purchase the Certificated Notes.
Advertising expenses will be paid by the
Company.
B-39
Exhibit C
Opinion of the General Counsel -- Capital Markets of the Company
The General Counsel -- Capital Markets (or other counsel for the Company
reasonably acceptable to the Agent) will furnish pursuant to Section 4(b)(i) of
the Distribution Agreement the following opinions, in substantially the form set
forth below (subject to the limitations, assumptions, qualifications and
exceptions set forth therein)(capitalized terms used but not defined herein
shall have the meaning contained in the Distribution Agreement):
1. The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the State of Delaware, with corporate power
and authority to own its properties and conduct its business as described in the
Prospectus;
2. The Company is duly qualified to do business as a foreign corporation
in good standing in all jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such qualification
and the failure to so qualify would have a material adverse effect on the
Company;
3. Each Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the Trust Indenture Act and constitutes a
legal, valid and binding instrument enforceable against the Company in
accordance with its terms (subject, as to enforcement, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally and to general principles of equity regardless of
whether such enforceability is considered in a proceeding in equity or at law,
and subject further, as to enforcement, to any limitations as a result of (x)
requirements that a claim with respect to any Notes denominated other than in
U.S. dollars (or a foreign currency or foreign currency unit judgment in respect
of such claim) be converted into U.S. dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law or (y) governmental authority to
limit, delay or prohibit the making of payments in foreign currency or currency
units or payments outside the United States);
4. The Notes have been validly authorized and, when duly executed by the
proper officers of the Company, duly authenticated by the Trustees and delivered
as contemplated by the Distribution Agreement and by the Indentures, will be
validly issued and outstanding obligations of the Company enforceable in
accordance with their terms and entitled to the benefits of the Indentures
(subject, as to enforcement, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law, and subject
further, as to enforcement, to any limitations as a result of (x) requirements
that a claim with respect to any Notes denominated other than in U.S. dollars
(or a foreign currency or foreign currency unit judgment in respect of such
claim) be converted into U.S. dollars at a rate
C-1
of exchange prevailing on a date determined pursuant to applicable law or (y)
governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States) and
conform in all material respects to the description thereof in the Prospectus
dated , 20 and the Prospectus Supplement dated , 20
(together, the "Prospectus");
5. Each Indenture conforms in all material respects to the descriptions
thereof in the Prospectus;
6. The Distribution Agreement has been duly authorized, executed and
delivered by the Company;
7. No consent, approval, authorization or order of any court or
governmental agency, authority or body is required for the consummation by the
Company of the transactions contemplated by the Distribution Agreement or in the
Indentures, except such as have been obtained under the Act and the Trust
Indenture Act and such as may be required under the securities or Blue Sky laws
of any jurisdiction in connection with the sale of the Notes;
8. The execution, delivery and performance of the Indentures and the
Distribution Agreement will not, and the issuance and sale of the Notes in
compliance with the terms and provisions thereof, if they were issued on the
date hereof, would not, result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, any rule, regulation
or order of any governmental agency or body or any court having jurisdiction
over the Company or any material subsidiary of the Company or any of their
properties or any agreement or instrument known to such counsel to which the
Company or any material subsidiary of the Company is a party or by which the
Company or any such material subsidiary is bound or to which any of the
properties of the Company or any such material subsidiary is subject, or the
charter or By-Laws of the Company or of any such material subsidiary except that
no opinion is expressed in this paragraph 8 with respect to (i) the rights to
indemnity and contribution contained in the Distribution Agreement which may be
limited by federal or state securities laws or the public policy underlying such
laws or (ii) any state securities or Blue Sky laws; and
9. The Company's Registration Statement (the "Registration Statement") on
Form S-3 (Registration No. 333- ) was declared effective under the Act,
and, to the best of such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or have been communicated
by the Securities and Exchange Commission to the Company as being contemplated
by it under the Act. The Registration Statement, as of its effective date, and
the Prospectus as of the date of the Prospectus Supplement, comply as to form in
all material respects with the requirements of the Act, the Exchange Act and the
Trust Indenture Act and the applicable rules and regulations thereunder (except
as to the financial statements or other data of a financial or statistical
nature or the Statements of Eligibility (Forms T-1) under the Trust Indenture
Act of the Trustees, as to which no opinion is expressed); such counsel has no
reason to
C-2
believe that the Registration Statement, as of its effective date, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus, as of the date of the Prospectus Supplement,
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (except as to the financial statements or other data of a financial
or statistical nature, as to which no opinion is expressed). The descriptions in
the Registration Statement and the Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are accurate and
fairly present the information required to be shown; and such counsel does not
know of any legal or governmental proceedings required to be described in the
Prospectus which are not described as required or of any contracts or documents
of a character required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement which are
not described and filed as required; except that such counsel does not express
any opinion as to the financial statements or other data of a financial or
statistical nature contained in the Registration Statement or the Prospectus.
While such counsel has not independently verified and does not assume any
responsibility for the accuracy, completeness or fairness of the statements,
except as expressly referred to in the immediately preceding sentence, contained
in the Registration Statement or the Prospectus, the foregoing opinion in the
second and third sentences in this paragraph 9 is based upon such counsel's
review and discussion with members of the Company's legal staff who participated
in the preparation of the Registration Statement and the Prospectus (including
any documents annexed thereto or incorporated by reference therein) and any
amendments and supplements thereto, review and discussion of the contents
thereof (including any such annexed or incorporated documents) and the knowledge
such counsel has gained in his/her capacity as General Counsel -- Capital
Markets to the Company, but without any independent check or verification on
such counsel's part.
C-3
Exhibit D
Opinion of Counsel for the Agent
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (or other counsel for the Company
reasonably acceptable to the Agent and the Company), counsel for the Agent, will
furnish pursuant to Section 4(b)(ii) of the Distribution Agreement the following
opinions, in substantially the form set forth below (subject to the limitations,
assumptions, qualifications and exceptions set forth therein) (capitalized terms
used but not defined herein shall have the meaning contained in the Distribution
Agreement):
1. The execution and delivery of each of the Indentures have been
duly authorized by all necessary corporate action of the Company, and each of
the Indentures has been duly executed and delivered by the Company, and
qualified under the Trust Indenture Act of 1939, as amended, and each of the
Indentures is a valid, binding and enforceable agreement of the Company.
2. The execution and delivery of the Notes have been duly authorized
by all necessary corporate action of the Company, and the Notes have been duly
authorized for issuance and sale pursuant to the Distribution Agreement and,
when duly executed and authenticated in accordance with the provisions of the
applicable Indenture and delivered and paid for pursuant to the Distribution
Agreement, will be the valid, binding and enforceable obligations of the
Company, entitled to the benefits of the applicable Indenture.
3. The execution and delivery of the Distribution Agreement have
been duly authorized by all necessary corporate action of the Company, and the
Distribution Agreement has been duly executed and delivered by the Company.
4. No information has come to our attention that causes us to
believe that the Registration Statement, including the documents incorporated by
reference therein (except the financial statements and schedules and other
financial and statistical data included therein, as to which we express no
view), at the time it became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
5. No information has come to our attention that causes us to
believe that the Prospectus, including the documents incorporated by reference
therein (except the financial statements and schedules and other financial and
statistical data included therein, as to which we express no view), as of the
date hereof, contained or contains an untrue statement of a material fact or
omitted 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.
D-1
Exhibit E
Letter from Accountants
E-1
Exhibit F
MEDIUM-TERM SENIOR NOTES, SERIES H
MEDIUM-TERM SUBORDINATED NOTES, SERIES H
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
-------------
ADDITIONAL AGENTS AGREEMENT
-------------
New York, New York
Dated as of , 20
The Agent(s) Named in Schedule I Hereto
Ladies and Gentlemen:
Reference is made to the Distribution Agreement (including the exhibits
thereto), dated as of , 20 (the "Distribution Agreement") between
Citigroup Inc., a Delaware corporation ("Citigroup"), and Citigroup Global
Markets Inc., as Agent, relating to the issue and sale from time to time of
Citigroup's Medium-Term Senior Notes, Series H, Due Nine Months or More from the
Date of Issue (the "Senior Notes") and Citigroup's Medium-Term Subordinated
Notes, Series H, Due Nine Months or More from the Date of Issue (the
"Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Distribution Agreement has been attached hereto as Annex A.
WHEREAS, Citigroup is permitted under the terms of the Distribution
Agreement to enter into agreements similar to the Distribution Agreement with
other parties; and
WHEREAS, the Agent(s) named in Schedule I hereto (the "Agent(s)") and
Citigroup wish to enter into an agreement, similar to the Distribution
Agreement, appointing each Agent as an additional selling agent with respect to
the Notes;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, Citigroup hereby agrees that each Agent shall become an additional Agent
with respect to the Notes and each Agent named herein hereby agrees to become an
Agent with respect to the Notes and to be bound by the terms and conditions of
the Distribution Agreement, which terms and conditions are hereby incorporated
by reference herein, except that the term "Agent" therein shall instead mean
each Agent named herein and no other person shall be deemed to be an Agent under
this Agreement.
Unless sooner terminated in accordance with Section 6 of the Distribution
Agreement as incorporated by reference herein or unless otherwise mutually
agreed by the parties hereto in writing, this Agreement shall terminate on
__________, ____. No such termination shall affect any accrued obligations under
this Agreement. The respective indemnities, agreements, representations,
warranties and other statements of the Agent(s) and Citigroup and its officers
set forth in, or made pursuant to, this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of the Agent(s) or Citigroup or any of the officers,
directors or controlling persons referred to in Section 5 of the Distribution
Agreement as incorporated by reference herein, and will survive delivery of any
payment for any Notes sold by Citigroup. The provisions of Sections 3(g) and 5
of the Distribution Agreement as incorporated by reference herein shall survive
the termination of this Agreement.
F-2
This Agreement may be signed in counterparts, each of which shall be
deemed an original, which taken together, shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter, including Annex A, and your acceptance shall represent a binding
agreement between you and Citigroup in accordance with its terms.
Very truly yours,
CITIGROUP INC.
By: ____________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
[ ]
By:
Name:
Title:
[ ]
By:
Name:
Title:
Schedule I
Agent(s)
F-4
Annex A
Form of Distribution Agreement
F-5
