Exhibit 1.01
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Medium-Term Notes, Series D and Series E
Euro-Medium-Term Notes, Series D and Series E
GLOBAL SELLING AGENCY AGREEMENT
November 1, 2004
New York, New York
Citigroup Global Markets Inc.
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(the "U.S. Agent")
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
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(the "International Agent")
Ladies and Gentlemen:
Citigroup Global Markets Holdings Inc., a New York corporation (the
"Company"), confirms its agreement with each of you with respect to the issue
and sale by the Company of up to U.S.$10,884,331,296 (or the equivalent thereof
in one or more foreign currencies, foreign currency units or composite
currencies) aggregate principal amount of its Medium-Term Notes, Series D and
Series E, in registered form (the "Medium-Term Notes") and Euro-Medium-Term
Notes, Series D and Series E, in bearer form (the "Euro Medium-Term Notes"; and
together with the Medium-Term Notes, the "Notes"). It is understood that the
Company may from time to time authorize the issuance and sale of additional
amounts of the Notes and that such Notes may be issued and sold pursuant to the
terms of this Agreement, all as though the issuance and sale of such Notes were
authorized by the Company as of the date hereof. The Notes may be denominated in
U.S. dollars, foreign currencies or composite currencies (the "Specified
Currency") as may be specified in the applicable Pricing Supplement (as defined
herein) relating to any particular issue of Notes.
The Notes, Series D will be issued under an indenture (the "Senior
Debt Indenture") dated as of December 1, 1988, as amended from time to time,
between the Company and JPMorgan Chase Bank, as successor trustee. The Notes,
Series E will be issued under an indenture (the "Subordinated Debt Indenture";
and together with the Senior Debt Indenture, the "Indentures") dated as of
December 1, 1988, as amended from time to time, between the Company and Deutsche
Bank Trust Company Americas, as successor trustee (together with JPMorgan Chase
Bank, as successor trustee, the "Trustees"). Unless otherwise specifically
provided for and set forth in a supplement to the Prospectus referred to below,
the Medium-Term Notes will be issued in minimum denominations of U.S.$1,000 (or
the approximate equivalent thereof in the Specified Currency) and in
denominations exceeding such amount by integral multiples of U.S.$1,000 (or the
approximate equivalent thereof in the Specified Currency) and will be issued
only in fully registered form, and the Euro Medium-Term Notes will be issued in
minimum denominations of U.S.$10,000 (or the approximate equivalent
thereof in the Specified Currency) and in denominations exceeding such amount by
integral multiples of U.S.$1,000 (or the approximate equivalent thereof in the
Specified Currency) and will be issued only in bearer form, and the Notes will
have the interest rates, maturities, redemption provisions and other terms set
forth in the applicable Pricing Supplement (as defined herein).
The Medium-Term Notes will be issued, and the terms thereof
established, in accordance with the Indentures and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the "U.S. Procedures")
(unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise
supersedes such U.S. Procedures with respect to the Medium-Term Notes issued
pursuant to such Terms Agreement). The U.S. Procedures may only be amended by
written agreement of the Company and the U.S. Agent after notice to, and with
the approval of, the Trustees. The Euro Medium-Term Notes will be issued, and
the terms thereof established, in accordance with the Indentures and the Euro
Medium-Term Notes Administrative Procedures attached hereto as Exhibit B (the
"Euro Procedures") (unless a Terms Agreement modifies or otherwise supersedes
such Euro Procedures with respect to the Euro Medium-Term Notes issued pursuant
to such Terms Agreement). The Euro Procedures may only be amended by written
agreement of the Company and the International Agent after notice to, and with
the approval of, the Trustees.
For purposes of this Agreement, the term "Agent" shall refer to
either one of you and to any additional agents appointed as a party to this
Agreement pursuant to Section 2(b) hereof, and the terms "U.S. Agent" and
"International Agent" shall refer to such of you as are indicated on the cover
page of this Agreement and any such additional Agents appointed as such pursuant
to Section 2(c) hereof, each acting solely in its capacity as agent for the
Company pursuant to Section 2(a) and not as principal; the term "Purchaser"
shall refer to one of you acting solely as principal pursuant to Section 2(b)
and not as agent; and the term "you" shall refer to you and any other Agent
collectively, whether at any time any one of you is acting in both such
capacities or in either such capacity. In acting under this Agreement, in
whatever capacity, each of you is acting individually and not jointly.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each of you as set forth below in this Section 1.
(a) Registration Statements (File Nos. 333-106272 and 333-119615) in
respect of U.S.$10,884,331,296 aggregate principal amount of securities of the
Company, including the Notes, have been filed with the Securities and Exchange
Commission (the "Commission"); such registration statements and any
post-effective amendment thereto, each in the forms heretofore delivered or to
be delivered to each of you, excluding exhibits to such registration statements
but including all documents incorporated by reference therein, have been
declared effective by the Commission in such forms; no other document with
respect to such registration statements (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 either
registration statement has been issued and no proceeding for that purpose
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has been instituted or threatened by the Commission (any preliminary prospectus
included in the Second Registration Statement (as defined herein) 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"), being
hereinafter called a "Preliminary Prospectus"); the various parts of each
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 of such registration statement became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indenture (the
"Forms T-1"), each as amended at the time such part became effective, being
hereinafter collectively called (i) in the case of Registration Statement No.
333-106272, the "First Registration Statement" and (ii) in the case of
Registration Statement No. 333-119615, the "Second Registration Statement"; the
First Registration Statement and the Second Registration Statement being
hereinafter called the "Registration Statements"; the form of base prospectus
relating to the offering and sale of Debt Securities and Index Warrants included
in the Second 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 being hereinafter from time to time called the "Base
Prospectus"; the supplement to the Prospectus relating to the Medium-Term Notes
and the plan of distribution thereof being hereinafter called the "U.S.
Prospectus Supplement"; the supplement to Prospectus relating to the Euro
Medium-Term Notes and the plan of distribution thereof being hereinafter called
the "Euro Prospectus Supplement" and, together with the U.S. Prospectus
Supplement, the "Prospectus Supplements"; and the Base Prospectus (including the
U.S. Prospectus Supplement or the Euro Prospectus Supplement, as the case may
be) being hereinafter called the "Prospectus". Any reference herein to the
Prospectus, a Preliminary Prospectus or any Prospectus Supplement 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
Prospectus, Preliminary Prospectus or Prospectus Supplement, as the case may be;
any reference to any amendment or supplement to any Prospectus, Preliminary
Prospectus or Prospectus Supplement, 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 Prospectus, Preliminary Prospectus or Prospectus Supplement, as
the case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such Prospectus or Prospectus
Supplement, as the case may be; any reference to any amendment to either
Registration Statement shall be deemed to include any report of the Company
filed pursuant to the Exchange Act after the effective date of such Registration
Statement that is incorporated by reference in such Registration Statement; and
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
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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 Registration Statement and the Prospectus, and any
amendment thereof or supplement thereto, and the Indenture, 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 First Registration Statement as of its effective date did
not, and the Second 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 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 Second 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 any Agent specifically
for use in the Second Registration Statement and 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 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 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); the Indenture has been duly authorized by the Company and
qualified under the Trust Indenture Act; and the Indenture conforms 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.
2. Appointment of Agents. (a) Subject to the terms and conditions
stated herein and subject to the reservation by the Company of the right to sell
Notes to any of you 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, the
Company hereby appoints and authorizes the U.S. Agent and the International
Agent to act as its agents to solicit offers for the purchase of all or part of
the Medium-Term Notes and Euro Medium-Term Notes, respectively, from the
Company; provided, however, that only the International Agent may solicit offers
for the purchase of Euro Medium-Term Notes.
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Following the Commencement Date (referred to below), the Company
shall notify each Agent from time to time as to the commencement of a period
during which the Notes may be offered and sold by the Agents (each period,
commencing with such a notification and ending at such time as the authorization
for offers and sales through the Agents shall have been suspended by the Company
or the Agents as provided hereunder, being herein referred to as an "Offering
Period"). The initial Offering Period shall begin on November 1, 2004 (the
"Commencement Date"). On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of the U.S. Agent and
the International Agent agrees, as agent of the Company, to use its reasonable
best efforts to solicit offers to purchase Medium-Term Notes and Euro
Medium-Term Notes, respectively, from the Company upon the terms and conditions
set forth in the applicable Prospectus (and any supplement thereto) and in the
U.S. or Euro Procedures, as applicable. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer or indication of interest
to purchase Notes received by such 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. Each 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, each 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). Each Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company, but such Agent shall not,
except as otherwise provided in this Agreement, be obligated to disclose the
identity of any purchaser or have any liability to the Company in the event any
such purchase is not consummated for any reason. Except as provided in Section
2(b), under no circumstances will any Agent be obligated to purchase any Notes
for its own account. It is understood and agreed, however, that any of you may
purchase Notes as principal pursuant to Section 2(b).
The Company reserves the right, in its sole discretion, to instruct
the U.S. Agent and the International Agent to suspend at any time, for any
period of time or permanently, the solicitation of offers to purchase Notes.
Upon receipt of instructions from the Company, the U.S. Agent and the
International Agent (or either or both of them), as the case may be, will
forthwith suspend solicitation of offers to purchase Notes from the Company
until such time as the Company has advised them that such solicitation may be
resumed.
The Company agrees to pay each Agent a commission, on the Settlement
Date with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent, in an amount equal to that percentage specified
in Schedule I hereto of the aggregate principal amount of the Notes sold by the
Company. Such commission shall be payable as specified in the U.S. or Euro
Procedures, as applicable. Without the prior approval of the Company, no Agent
(acting on an agency basis) may reallow any portion of the commission payable
pursuant hereto to dealers or purchasers in connection with the offer and sale
of any Notes.
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Subject to the provisions of this Section and to the U.S. or Euro
Procedures, as applicable, offers for the purchase of Notes may be solicited by
an Agent as agent for the Company at such time and in such amounts as such Agent
shall deem advisable. The Company may from time to time offer Notes for sale
otherwise than through an Agent; provided, however, that so long as this
Agreement is in effect the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent.
If the Company defaults in its obligations to deliver Notes to a
purchaser whose offer it has accepted, the Company shall indemnify and hold each
of you harmless against any loss, claim or damage arising from or as a result of
such default by the Company.
(b) Subject to the terms and conditions stated herein, whenever the
Company and any of you determine that the Company shall sell Notes directly to
any of you as principal, each such sale of Notes shall be made in accordance
with the terms of this Agreement and a supplemental agreement relating to such
sale. Each such supplemental agreement (which may be either an oral or written
agreement) is herein referred to as a "Terms Agreement". Each Terms Agreement
shall describe the Notes to be purchased by the Purchaser pursuant thereto and
shall specify the aggregate principal amount of such Notes, the price to be paid
to the Company for such Notes, the maturity date of such Notes, the rate at
which interest will be paid on such Notes, the dates on which interest will be
paid on such Notes and the record date with respect to each such payment of
interest, such other terms of the Notes as are applicable, the Settlement Date
for the purchase of such Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the delivery of
opinions of counsel, certificates from the Company or its officers or a letter
from the Company's independent public accountants as described in Section 5(b).
A Terms Agreement may also specify certain provisions relating to the reoffering
of such Notes by the Agent. Any written Terms Agreement may be in the form
attached hereto as Exhibit C. The Purchaser's commitment to purchase Notes 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 date of delivery of and payment for Notes to be purchased by
any of you as principal or as agent or by any other purchaser is referred to
herein as a "Settlement Date". Delivery of the certificates for Notes sold to
the Purchaser pursuant to a Terms Agreement shall be made not later than the
Settlement Date agreed to in such Terms Agreement, against payment of funds to
the Company in the net amount due to the Company for such Notes by the method
and in the form set forth in the U.S. or Euro Procedures, as applicable, unless
otherwise agreed to between the Company and the Purchaser in such Terms
Agreement.
Unless otherwise agreed to between the Company and the Purchaser in
a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
from time to time or, if set forth in the applicable Terms Agreement and Pricing
Supplement, at a fixed public offering price. In connection with any resale of
Notes purchased, a Purchaser may use a selling or dealer group and may reallow
to any broker or dealer any portion of the discount or commission payable
pursuant hereto.
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(c) Additional Agents. Notwithstanding paragraph 2(a) above, the
Company may from time to time appoint one or more additional financial
institutions experienced in the distribution of securities as a U.S. Agent or
International Agent under this Agreement, for the duration of this Agreement
(subject to Section 7 hereof) or on an issue by issue basis, pursuant to a
letter (an "Agent Accession Confirmation") substantially in the form of Exhibit
D or Exhibit F to this Agreement, as appropriate, provided that any such
additional party shall have first requested appointment as such upon the terms
and conditions of this Agreement in writing to the Company pursuant to a letter
(an "Agent Accession Letter") substantially in the form of Exhibit E or Exhibit
G to this Agreement, as appropriate, whereupon it shall, subject to the terms
and conditions of this Agreement, the relevant Agent Accession Letter and the
relevant Agent Accession Confirmation, become a party to this Agreement as a
U.S. Agent, or an International Agent, as specified in the relevant Agent
Accession Letter, vested with all the authority, rights and powers and subject
to all the duties and obligations of an Agent as if originally named as an Agent
hereunder. The Company shall promptly notify the Trustee and the other Agents of
any such appointment, but only in the event that any such additional Agent is
appointed for the duration of this Agreement.
3. Offering and Sale of Notes. The U.S. Agent, the International
Agent and the Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the U.S. or Euro Procedures, as
the case may be.
In connection with any offering of Euro Medium-Term Notes, the
International Agent may act as stabilizing agent (the "Stabilizing Agent"), and
as Stabilizing Agent may over-allot or effect transactions which stabilize or
maintain the market price of the Euro Medium-Term Notes at a level which might
not otherwise prevail. Such stabilizing, if commenced, may be discontinued at
any time. The Stabilizing Agent, whose identity shall be disclosed in the
applicable supplement to the Prospectus relating to such offering of Euro
Medium-Term Notes, shall comply with all applicable laws.
4. Agreements. (A) The Company agrees with each of you 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 either Registration Statement or the
Prospectus, the Company will furnish each Agent and such 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 mailed or otherwise 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 by a Pricing Supplement or an amendment or supplement
relating solely to an offering of securities other than the Notes), each Agent
shall be furnished with such information relating to such filing as it may
reasonably request, and no Agent shall 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
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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 each Agent of (i) the filing of any amendment 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),
(ii) the filing or effectiveness of any amendment to either Registration
Statement, (iii) the receipt by the Company of comments from the Commission
relating to or requests by the Commission for any amendment of either
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 either 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 any Agent's request, the Company will within a
reasonable time inform such Agent of the aggregate principal amount of Notes
registered under the Registration Statements 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 Second
Registration Statement or the Prospectus to comply with the Act, the Company
will promptly notify each 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 such 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 each Agent pursuant to subsections (j), (k) and (1) of this
Section 4(A) in connection with the preparation and filing of such amendment or
supplement, are reasonably satisfactory in all respects to such Agent, upon the
filing of such amendment or supplement with the Commission or effectiveness of
an amendment to such Registration Statement, such 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 4(A) during any period from the time any 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 any such 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
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this Section 4(B) 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 Section 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 any Agent reasonably
designates, to maintain such qualifications in effect so long as required for
the distribution of the Notes and, if requested by such 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 each Agent copies of the
Registration Statements and the Prospectus (including all documents incorporated
by reference therein), and all amendments of and supplements to the Registration
Statements 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 such Agent may from time
to time reasonably request.
(f) So long as any of the Notes are outstanding, the Company agrees
to furnish to each Agent, upon its reasonable request, as soon as available, all
reports and financial statements filed by or on behalf of the Company with the
Commission or any national securities exchange.
(g) The Company will make generally available to its security
holders and to each 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 debt 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.
(h) 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 Statements 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
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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 fees of any agency that rates the Notes, the
fees and expenses in connection with any listing of the Notes on the Luxembourg
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 Agents,
or other counsel reasonably satisfactory to each of the Agents and the Company,
and such other expenses, including, without limitation, advertising expenses as
may be agreed upon by the Agents and the Company; provided, however, that with
respect to any purchase of Notes by one of you as principal pursuant to a Terms
Agreement, the fees and disbursements of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ or
other counsel to you shall not be paid by the Company.
(i) During the term of this Agreement, the Company shall furnish to
each Agent such relevant documents and certificates of officers of the Company
relating to the business, operations and affairs of the Company, the
Registration Statements, the Prospectus, any amendments thereof or supplements
thereto, the Indenture, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as any Agent may from time to time reasonably request and shall
promptly notify each 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 ▇▇▇▇▇'▇ Investors Service,
Inc. or Standard & Poor's Ratings Services 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.
(j) Each time either Registration Statement or the Prospectus is
amended or supplemented (other than by a Pricing Supplement, an amendment or
supplement relating solely to an offering of securities other than the Notes, or
an amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by any Agent, the Company
will deliver or cause to be delivered forthwith to such Agent a certificate of
the Company signed by the Chairman of the Board, any Vice Chairman, the
Treasurer or any Vice President and by the principal financial or accounting
officer of the Company (or another officer or officers acceptable to such
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 such Agent, to the effect that the statements
contained in the certificate referred to in Section 5(b) (iii) that was last
furnished to such Agent (either pursuant to Section 5(b) (iii) or pursuant to
this Section 4(A)(j)) 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 Statements, 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 5(b)
(iii) but modified, if necessary, to relate to the Registration Statements, 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.
10
(k) Each time either Registration Statement or the Prospectus is
amended or supplemented (other than by a Pricing Supplement, an amendment or
supplement relating solely to an offering of securities other than the Notes, or
an amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by either Agent, the
Company shall furnish to or cause to be furnished forthwith to such Agent the
written opinion of a Deputy General Counsel of the Company or other counsel
reasonably satisfactory to such 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 such Agent, to
the effect set forth in Exhibit C hereto. In lieu of such opinion, counsel last
furnishing such an opinion to such Agent may furnish to such Agent a letter to
the effect that such 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 Statements, 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).
(l) Each time that either Registration Statement or the Prospectus
is amended or supplemented to set forth amended or supplemental financial
information (other than by a Pricing Supplement, an amendment or supplement
relating solely to an offering of securities other than the Notes, or an
amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by either Agent, the
Company shall cause KPMG LLP, Independent Registered Public Accounting Firm,
forthwith to furnish such Agent a letter, dated the date of the effectiveness of
such amendment or the date of filing of such supplement or document, as the case
may be, in form satisfactory to such Agent, of the same tenor as the letter
referred to in Section 5(b)(iv) hereof but modified to relate to the
Registration Statements 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, however, that if either 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 LLP may
limit the scope of such letter to the unaudited financial statements included in
such amendment or supplement.
(m) Each acceptance by the Company of an offer for the purchase of
Notes and each sale of Notes to any of you 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 material respects at the time of delivery to the
purchaser or his agent, or an Agent, or any of you acting 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 Statements and the Prospectus as amended and
supplemented to each such time).
(n) Anything to the contrary in this Section 4 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 Agents to
suspend solicitation of offers to
11
purchase the Notes in each Agent's capacity as Agent of the Company and any
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 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 Agents 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.
(o) The Company and its affiliates will comply with the provisions
of U.S. Treasury Regulations 1.163-5(c)(2)(i)(D)(1) and (2).
(p) If any issue of Euro Medium-Term Notes is to be listed on the
Luxembourg Stock Exchange, as specified in the applicable Pricing Supplement,
the Company will use its best efforts to obtain the listing of such issue of
Euro Medium-Term Notes on the Luxembourg Stock Exchange, to furnish to such
Exchange all documents, information and undertakings that may be reasonably
necessary in order to effect such listing, and to cause such listing to be
continued so long as any of the Euro Medium-Term Notes of such issue remain
outstanding.
(q) The Company or its designated agent shall submit such reports or
information as may be required from time to time by applicable law, regulations
and guidelines promulgated by Japanese governmental and regulatory authorities
in respect of the issue and purchase of Notes denominated in Japanese yen.
(B) Each Agent represents to and agrees with the Company that:
(a) Except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules"), (i) it has not offered or sold, and during
the restricted period will not offer or sell, Euro Medium-Term Notes to a person
who is within the United States or its possessions or to a United States person,
and (ii) it has not delivered and will not deliver within the United States or
its possessions definitive Euro Medium-Term Notes that are sold during the
restricted period.
(b) It has and throughout the restricted period will have in effect
procedures reasonably designed to ensure that its employees or agents who are
directly engaged in selling Euro Medium-Term Notes are aware that such
Euro-Medium-Term Notes may not be offered or sold during the restricted period
to a person who is within the United States or its possessions or to a United
States person, except as permitted by the D Rules.
(c) If it is a United States person, it represents that it is
acquiring the Euro Medium-Term Notes for purposes of resale in connection with
their original issuance, and if it retains Euro Medium-Term Notes for its own
account, it will only do so in accordance with the requirements of U.S. Treas.
Reg. Section 1.163-5(c)(2)(i)(D)(6).
(d) With respect to each of its affiliates that acquires Euro
Medium-Term Notes from it for the purpose of offering or selling such Euro
Medium-Term Notes during the restricted period, it repeats and confirms the
representations and agreements contained in Sections 4(B)(a), (b) and (c) on
such affiliate's behalf.
12
(e) It has not entered and will not enter into any contractual
arrangement with respect to the distribution or delivery of Euro Medium-Term
Notes, except with their affiliates or with the prior written consent of the
Company.
Terms used in this Section 4(B) have the meanings given to them by
the U.S. Internal Revenue Code and regulations thereunder, including the D
Rules. For these purposes, the "restricted period" with respect to a Euro
Medium-Term Note generally ends upon the expiration of the 40-day period
beginning on the issue date of such Euro Medium-Term Note, unless the
International Agent holds such Euro Medium-Term Note as part of an unsold
allotment or subscription, in which case the "restricted period" continues for
so long as the International Agent holds such Euro Medium-Term Note.
(f) It has not offered or sold and, prior to the expiration of the
period of six months from the date of issue of any Notes having a maturity of
one year or greater, will not offer or sell any Notes to persons in the United
Kingdom, except to those persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments, as principal or agent,
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
for purposes of the Public Offers of Securities Regulations 1995.
(g) It has complied and will comply with all applicable provisions
of the Financial Services and Markets ▇▇▇ ▇▇▇▇ ("FSMA") with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United
Kingdom.
(h) It has only communicated or caused to be communicated and it
will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of FSMA)
received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of FSMA does not apply to the Company.
(i) It will not offer or sell any Notes directly or indirectly in
Japan or to, or for the benefit of, any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese person
except under circumstances which will result in compliance with all applicable
laws, regulations and guidelines promulgated by the relevant governmental and
regulatory authorities in effect at the relevant time. For purposes of this
paragraph, "Japanese person" means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan.
5. Conditions to the Obligations of the Agents. Each Agent's
obligations to solicit offers to purchase Notes as agent of the Company, any of
your 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 any Agent's obligations
to solicit offers to purchase Notes, at the time of such solicitation,
13
and, in the case of any 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 in or affecting
particularly the business or properties of the Company and its
subsidiaries from that set forth in the Second 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 any Agent as principal, as disclosed to such Agent in writing by
the Company before it accepted the offer to purchase such Notes.
(ii) (A) With respect to the Medium-Term Notes: There shall
not have occurred any (x) 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 any exchange (whether U.S. or foreign)
or in the over-the-counter market, (y) declaration of a general moratorium
on commercial banking activities in New York by either federal or New York
state authorities or exchange controls shall have been imposed by the
United States or by any country the currency of which will be used to make
any payment in respect of the Notes or (z) 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)(x) through (z), 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 any Agent as principal, for any such
event occurring before the Company accepted the offer to purchase such
Notes.
(A) With respect to the Euro Medium-Term Notes: There
shall not have occurred any (x) suspension or material limitation of
trading in securities generally on the New York Stock Exchange, London
Stock Exchange or Luxembourg 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 any exchange (whether U.S. or foreign) or in
the over-the-counter market, (y) declaration of a general moratorium on
commercial banking activities in New York by either federal or New York
state authorities or by bank regulatory authorities in London or
Luxembourg, or exchange controls shall have been imposed by the United
States or by any country the currency of which will be used to make any
payment in respect of the Notes or (z) any outbreak or escalation of major
hostilities in which the United States or the United Kingdom is involved,
any declaration of war by Congress or Parliament 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)(B)(x) through (z), 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
14
supplemented, except, in the case of any purchase of Notes by any 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 ▇▇▇▇▇'▇ Investor Service or Standard & Poor's
Ratings Services 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 any 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
any Agent to purchase Notes as principal, on the corresponding Settlement Date:
(i) The Company shall have furnished to each Agent the opinion
of a Deputy General Counsel 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 a Deputy General
Counsel of the Company (or other counsel for the Company reasonably
acceptable to such 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 H hereto.
(ii) Each Agent shall have received from Cleary, Gottlieb,
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agents (or other counsel reasonably
acceptable to such Agent and the Company), an opinion dated the
Commencement Date or the Settlement Date, as the case may be, to the
effect set forth in Exhibit I hereto.
(iii) The Company shall have furnished to the Agent a
certificate of the Company, signed by the Chief Executive Officer,
President, Vice Chairman or Vice President and by Chief Financial Officer,
the Controller or Treasurer of the Company (or another officer or officers
acceptable to such Agent), dated the Commencement Date or the Settlement
Date, as the case may be, to the effect that each signatory of such
certificate has carefully examined the Registration Statement, as amended
as of the date of such certificate, the Prospectus, as amended and
supplemented as of the date of such certificate, and this Agreement and
that:
(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 such Agent under this Agreement;
(B) no stop order suspending the effectiveness of either
Registration Statement has been issued and no proceedings for that purpose
have been instituted or, to their knowledge, have been threatened; and
15
(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 LLP, Independent Registered Public Accounting Firm,
or another nationally recognized independent registered public accounting
firm, shall have furnished to each 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 such Agent, to the effect set forth
in Exhibit J and Exhibit K hereto.
(v) The Company shall have furnished to each Agent such
appropriate further information, certificates and documents as such Agent
may reasonably request.
6. Indemnification and Contribution. (a) The Company will indemnify
and hold harmless each of you against any losses, claims, damages or
liabilities, joint or several, to which each of you 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 either Registration
Statement when it became effective, the Second Registration Statement or 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 each of you for
any legal or other expenses reasonably incurred by you in connection with
investigating or defending against such loss, claim damage, liability or action;
provided, however, that (i) 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 any of you specifically
for use in the preparation thereof, and (ii) such indemnity with respect to any
preliminary Prospectus, the Prospectus or any preliminary supplemental
prospectus, shall not inure to the benefit of any of you (or any person
controlling you) if the Company shall have delivered sufficient quantities of
the Prospectus, as amended and supplemented, to you 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 you 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 you.
(b) Each 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)
16
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained any part of either Registration Statement when it
became effective, or the Second Registration Statement or 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 any 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 the indemnifying party from any liability
which the indemnifying party 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 indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each 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 by each of you on the other from the offering
of the Notes from which such losses, claims, damages or liabilities arose, 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 by each of you 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 by each of you
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Notes from which such losses, claims, damages
or liabilities arose (before deducting expenses) received by the Company bear to
the total commissions received by each of you in connection with such offering.
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 or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by any of you and the parties' relative
17
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Company and each of you agree that it
would not be just and equitable if contributions pursuant to this subsection (d)
were to be determined by pro rata allocation (even if you were treated as one
entity for such purpose) 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), none
of you shall be required to contribute any amount in excess of the amount by
which the total price at which the Notes sold by the Company from which such
losses, claims, damages or liabilities arose pursuant to offers solicited by you
were offered to the public exceeds the amount of any damages which you have
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. The Agents' obligations in this subsection (d) to contribute
shall be several in proportion to their respective underwriting obligations and
not joint. Promptly after receipt by an indemnified party under this subsection
(d) of the 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 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 6 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 any of
you within the meaning of the Act or the Exchange Act; and the obligations of
each of you under this Section 6 shall be in addition to any liability which you
may otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company (including any person who, with his or her consent, is
named in a Registration Statement as about to become a director of the Company),
to each officer of the Company who has signed a Registration Statement and to
each person, if any, who controls the Company within the meaning of the Act or
the Exchange Act.
7. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 7. This Agreement may be terminated by
either the Company as to any Agent or by any Agent insofar as this Agreement
relates to such Agent giving written notice of such termination to such Agent or
the Company, as the case may be. The termination of this Agreement shall not
require termination of any agreement by any of you 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 (i) as provided in
the first sentence of the fourth paragraph of Section 2(a), the last proviso of
Section 4(A)(b), and Sections 4(A)(g), 6, 8 and 11, (ii) that the Company shall
18
reimburse the Agents for all reasonable and documented out-of-pocket expenses
(including reasonable and documented fees and disbursements of counsel) that
shall have been incurred by them in connection with any proposed but not
completed purchase and sale of Notes, and (iii) 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 the U.S. Procedures and
the Euro Procedures, and in Sections 2(c), 4(A)(a), 4(A)(b), 4(A)(c), 4(A)(e),
4(A)(i), 4(A)(j), 4(A)(k), 4(A)(1), 4(A)(m), 4(A)(o), 4(A)(q), 4(A)(r) and 5
shall also remain in full force and effect and not be terminated until the
delivery of such Notes.
8. Representations and Indemnities to Survive. With respect to any
Agent's solicitation of offers to purchase Notes as agent of the Company or any
of your 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 any of
you 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 you or the
Company or any of the officers, directors or controlling persons referred to in
Section 6 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.
9. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to an Agent, will be mailed, delivered
or telegraphed and confirmed to such Agent, at the address specified in Schedule
I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at Citigroup Global Markets Holdings Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer.
10. 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 6 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 6 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 5
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 any of you hereunder may not be assigned without the prior
written consent of the Company.
11. 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
19
exercise of any Right preclude any other or further exercise of any Right, 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.
12. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
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 and your acceptance shall represent a binding agreement between the
Company and you.
Very truly yours,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
and Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
Citigroup Global Markets Limited
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
20
EXHIBIT A
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Medium-Term Notes, Series D and E Administrative Procedures
November 1, 2004
The Medium-Term Notes, Series D (the "Series D Notes") and
Medium-Term Notes, Series E (the "Series E Notes"; and together with the Series
D Notes, the "Notes") of Citigroup Global Markets Holdings Inc. (the "Company")
are to be offered on a continuing basis. Citigroup Global Markets Inc. has
agreed, as agent, to solicit purchases of 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 Global Selling Agency
Agreement between the Company and the agents named therein (including the Agent)
dated the date hereof (the "Agency Agreement"). The Notes have been registered
with the Securities and Exchange Commission (the "Commission"). JPMorgan Chase
Bank, as successor trustee, is the trustee under the Indenture, dated as of
December 1, 1988, as amended from time to time, under which the Series D Notes
will be issued (the "Senior Debt Indenture"). Deutsche Bank Trust Company
Americas, as successor trustee, is the trustee (together with JPMorgan Chase
Bank, the "Trustees") under the Indenture, dated as of December 1, 1988, as
amended from time to time, under which the Series E Notes will be issued (the
"Subordinated Debt Indenture"; and together with the Senior Debt Indenture, the
"Indentures"). The Series D 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 Series E 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 Agency 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 Series D Notes will be delivered to Citibank, N.A., and each Global
Security representing Series E Notes will be delivered to Deutsche Bank Trust
Company Americas, each 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 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.
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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 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. The term "Trustees" as used in these procedures means the Trustees and
any other agents appointed by the Trustees or the Company.
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". To the extent the procedures
set forth below conflict with the provisions of the Notes, the Indentures, DTC's
operating requirements or the Agency Agreement, the relevant provisions of the
Notes, the Indentures, DTC's operating requirements and the Agency Agreement
shall control.
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, N.A. and
Deutsche Bank Trust Company Americas (together, the "DTC Agents") will perform
the custodial, document control and administrative functions described below for
the Series D Notes and the Series E Notes, respectively. Citibank, N.A. will
perform such functions in accordance with its respective obligations under a
Letter of Representations from the Company and Citibank, N.A. to DTC dated as of
the date hereof and a Medium-Term Note Certificate Agreement between Citibank,
N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its
obligations as a participant in DTC, including DTC's Same-Day Funds Settlement
system ("SDFS"). Deutsche Bank Trust Company Americas will perform such
functions in accordance with its respective obligations under a Letter of
Representations from the Company and Deutsche Bank Trust Company Americas to DTC
dated as of the date hereof and a Certificate Agreement between DTC and Deutsche
Bank Trust Company Americas, dated as of December 5, 1997 and as amended to
date, and its obligations as a participant in DTC, including DTC's SDFS.
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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 U.S
$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 Series D Notes and Series E Notes.
Identification Numbers: The Company has arranged with the CUSIP Service
Bureau of Standard & Poor's Ratings Services (the
"CUSIP Service Bureau") for the reservation of two
Series of CUSIP numbers, one for Series D Notes and
one for Series E Notes, each of 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 has assigned to Global
Securities. Each DTC Agent will notify the Company
at any time when fewer than 100 of the reserved
CUSIP numbers remain unassigned to Global
Securities,
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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 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 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: Each 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
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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 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 ▇▇▇▇ 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
Indenture and deliver a certificate of destruction
to the Company. Notwithstanding the foregoing, if
the Global Securities to be exchanged exceed U.S
$500,000,000 in aggregate principal amount, one
Global Security will be authenticated and issued to
represent each U.S. $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. Any Note
denominated in Japanese yen will mature on a date
not less than one year from the Original Issue Date
(as defined below) for such Note. Any Note
denominated in Pounds Sterling will mature on a date
not less than one year, nor more than five years,
after its Original Issue Date.
Denominations: Book-Entry Notes will be issued in principal amounts
of U.S.$1,000 or any amount in excess thereof that
is an integral multiple of U.S.$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 U.S.$500,000,000 (or the equivalent
thereof). If one or more Book-Entry Notes having an
aggregate principal amount in excess of
U.S.$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
U.S.$500,000,000 principal amount (or the equivalent
thereof) of such Book-Entry Note or Notes and an
additional Global Security will be authenticated 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
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same CUSIP number.
Notice of Redemption Each DTC Agent will with respect to the Notes for
Dates: which it is Trustee, 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
Letter.
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 Agency Agreement), as
supplemented by the applicable Pricing Supplement.
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 Ratings Services 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 appropriate (daily or
weekly) bond report published by Standard & Poor's
Ratings Services. Regular Record Dates. The Regular
Record Date with respect to any Interest Payment
Date for a Floating-Rate Note, 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 Payment of Interest Only. Promptly after each
Interest: 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
A-6
reports published by Standard & Poor's Ratings
Services. The Company will pay to the Trustee for
the Notes represented by such Global Security the
total amount of interest due on such Interest
Payment Date (other than at Maturity), and such
Trustee 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.
Payments at Maturity or Upon Redemption. On or about
the first Business Day of each month, each DTC Agent
will, with respect to the Global Securities for
which it acts as DTC Agent, deliver to the Company,
DTC and the applicable Trustee a written list of
principal and interest to be paid on each Global
Security maturing either at Maturity or an 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 the Trustee for
the Notes represented by such Global Security the
principal amount of such Global Security, together
with interest due at such Maturity. Such Trustee
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 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 deliver
a certificate of destruction to the Company.
Manner of Payment. The total amount of any principal
and interest due on Global Securities on any
Interest Payment Date or at Maturity or upon
redemption shall be paid by the Company to the
Trustee 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 Company will make such payment on such Global
Securities by instructing such Trustee 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 such Trustee. Prior to 10
A.M. (New York City time) on the date of Maturity or
as soon as
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possible thereafter, such Trustee 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 Bank of New
York 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), the Trustee 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 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 the applicable Trustee 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 the
applicable Trustee shall use such instructions to
pay the Participants directly. If DTC does not so
notify the applicable Trustee, it is understood that
only U.S. dollar payments are to be made. The
applicable Trustee 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 U.S.$1,000 face amount.
In the event that the applicable Trustee's quotation
to convert the foreign currency into U.S. dollars is
not available, the applicable Trustee shall notify
DTC's Dividend
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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 the applicable Trustee
and the applicable Trustee 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 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 Trustee regarding Exercise of
Exercise of Optional Reset Optional Reset. Not less than 45 or more than 60
or Optional Extension of days before an Optional Reset Date as set forth in a
Maturity: 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 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 hand-deliver a notice to DTC not less than
40 days before the Optional Reset Date (in which
case a "Reset Notice") or the Stated
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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 Optional 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
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 such Trustee 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. Such Trustee will
use such money to repay such Book-Entry Notes
pursuant to the terms set forth in such Notes.
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Procedures upon Company Company Notice to Trustee regarding Company's
Notice to Trustee Exercise of Optional Redemption. At least 45 days
regarding Company's prior to the date on which it intends to redeem a
Exercise of Optional Book-Entry Note, the Company will notify the Trustee
Redemption: for such Book-Entry Note that it is exercising such
option with respect to such Book-Entry Note on such
date.
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 such
Trustee 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 such Trustee serves as
Trustee and which are to be repaid on such
redemption date. Such Trustee will use such money to
repay such Book-Entry Notes pursuant to the terms
set forth in such Notes.
Payments of Principal and Trustee Notice to Company of Option to be Repaid.
Interest Upon Exercise of Upon receipt of notice of exercise of the option for
Optional Repayment (Except repayment and the Global Securities representing the
Pursuant to Company's Book-Entry Notes so to be repaid as set forth in
Exercise of Optional Reset such Notes, the Trustee for such Book-Entry Notes
or Optional Extension): 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 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 such Trustee 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. Such Trustee will use such money to repay
such Book-Entry Notes pursuant to the terms set
forth in such Notes.
A-11
Procedure for Rate Setting The Company and the Agent will discuss from time to
and Posting: 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 Unless otherwise instructed by the Company, the
of Orders: Agent will advise the Company promptly by telephone
of all orders to purchase Book-Entry 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 Note is
Supplement: 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 ten copies thereof 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 and will, on the Agent's behalf,
file five copies of 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
Global Markets Inc., Prospectus Department, Brooklyn
Army Terminal, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇.▇. ▇▇▇▇▇, with a copy to Citigroup Global Markets
Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: MTN Program Manager.
A-12
Suspension of Subject to the Company's representations, warranties
Solicitation; Amendment or and covenants contained in the Agency Agreement, the
Supplement: Company may instruct the Agent to suspend at any
time, for any period of time or permanently, the
solicitation of 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 them 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, 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 confirmation
to the purchaser, with a copy to the Company,
setting forth the details set forth above and
delivery and payment instructions.
A-13
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 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).
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.
A-14
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 Agency Agreement.
12. Whether, in the case of Series D Notes,
the Notes will have a Survivor's Option.
13. 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.
14. Any other terms necessary to describe
the Book-Entry Note.
B. The Company will advise the relevant 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 telephone (confirmed in writing at
any time on the same date), written
telecommunication or electronic transmission
of such CUSIP number as soon as practicable.
C. 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 Ratings
Services, 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
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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).
D. 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.
E. The Trustee will complete such Book-Entry
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.
F. DTC will credit such Book-Entry Note to such
DTC Agent's participant account at DTC.
G. 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.
A-16
H. 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.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "G" and "H" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
J. Such DTC Agent will, upon receipt of funds
from the Agent in accordance with Settlement
Procedure "G", 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 "G".
K. 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.
L. Monthly, each 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.
A-17
Settlement Procedures For sales by the Company of Book-Entry Notes
Timetable: 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
---------- ----
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 Terminal
A-18
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 ▇▇▇▇ such Global Security "canceled",
make appropriate entries in such Trustee's records
and destroy canceled Global Security in accordance
with the applicable Indenture and 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 "H" and "G",
respectively. Thereafter, the DTC Agent for such
Book-Entry Note will deliver the withdrawal message
and take the related actions 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 Agency 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
A-19
authentication and issuance of a Global Security
representing the other Book-Entry Notes to have been
represented by such Global Security and will make
appropriate entries in its records.
Trustees Not to Risk Nothing herein shall be deemed to require either
Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, DTC, the
Agent or the purchaser, it being understood by all
parties that payments made by either Trustee to the
Company, DTC, the Agent or the purchaser shall be
made only to the extent that funds are provided to
such Trustee for such purpose.
Authenticity of The Company will cause each of the Trustees to
Signatures: furnish the Agent from time to time with the
specimen signatures of each of such Trustee's
officers, employees or agents who has been
authorized by such Trustee to authenticate
Book-Entry Notes, but 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
Agency Agreement. The Company will remit payment to
the Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the Agents 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.
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.
A-20
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. Any Note
denominated in Japanese yen will mature on a date
not less than one year from the Original Issue Date
(as defined below) for such Note. Any Note
denominated in Pounds Sterling will mature on a date
not less than one year, nor more than five years,
after its Original Date.
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
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
or the last day of the month in the case of
February).
Regular Record Dates. The Regular Record Dates with
respect to any Interest Payment Date for a Fixed
Rate Note, Floating Rate Note or Indexed Rate Note
shall be the date (whether or not a Business Day)
fifteen calendar days immediately preceding such
Interest Payment
A-21
Date.
Payments of Interest: The applicable Trustee will pay the principal amount
of each Certificated Note at Maturity or upon
redemption upon presentation and surrender of such
Note. 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 the Trustee or paying agent and in turn by
the holder of such Note. Certificated Notes
presented to the Trustee or paying agent at Maturity
or upon redemption for payment will be canceled and
destroyed by the Trustee or paying agent, 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 the
Trustee and mailed by the Trustee to the person
entitled thereto as provided in such Note and the
Indenture; provided, however, that the holder of
U.S.$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, The
Trustee or paying agent 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. The Trustee or paying agent
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 the Trustee.
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 Day and no interest shall accrue
on account of such delayed payment.
Procedure for Rate The Company and the Agent will discuss from time to
Setting and Posting: 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
A-22
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the Company, the
Rejection of Orders: 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 Note is
Supplement: accepted by or on behalf of the Company, the Company
will prepare a Pricing Supplement reflecting the
terms of such Certificated Note, will file ten
copies thereof 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 and will, on
the Agent's behalf, file five copies of 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: to
Citigroup Global Markets Inc., Prospectus
Department, Brooklyn Army Terminal, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, with a copy to
Citigroup Global Markets Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention: MTN Program
Manager.
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 representations, warranties
Solicitation; and covenants contained in the Agency Agreement, the
Amendment or Company may instruct the Agent to suspend at any
Supplement: 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 them that such
solicitation may be resumed.
A-23
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 Trustee 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 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 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 Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company to or through
the Agent, as agent (except pursuant to a
A-24
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), 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).
A-25
14. Agent's commission, if any, determined
as provided in the Agency Agreement.
15. Whether such Certificated Note 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 Company, the Agents and
the Trustee:
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.
A-26
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
Company by first-class mail.
Settlement Procedures For orders of Certificated Notes solicited by the
Timetable: Agent, as agent, and 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 Exercise of
Company's Exercise of Optional Reset. Not less than 45 or more than 60
Optional Reset or days before an Optional Reset Date as set forth in a
Optional Extension of Book-Entry Note, the Company will notify the Trustee
Maturity: 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 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
A-27
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 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
such 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.
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 Certificated Note. The Trustee will
immediately thereafter notify the Holder of such
Certificated Note, by first class mail, postage
prepaid, of the new 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 an
Optional Reset Notice, such Holder then 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.
A-28
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 such Trustee 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 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. Such
Trustee will use such money to repay such
Certificated Notes pursuant to the terms set forth
in such Notes.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise of Optional Redemption. At least 45 days prior to the
Optional Redemption: date on which 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 Trustee Notice to Company of Option to be Repaid.
and Interest Upon Upon receipt of notice of exercise of the option for
Exercise of Optional repayment and the Certificated Notes to be repaid as
Repayment (Except set forth in such Notes, the Trustee for such
Pursuant to Company's Certificated Notes shall (unless such notice was
Exercise of Optional received pursuant to the Company's exercise of an
Reset or Optional optional reset or an optional extension of maturity,
Extension): 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 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
A-29
hereunder and under the Agency 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 ▇▇▇▇
such Note "canceled", make appropriate entries in
the applicable Trustee's records and send such Note
to the Company.
Trustees Not to Risk Nothing herein shall be deemed to require either
Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, the
Agent or the purchaser, it being understood by all
parties that payments made by either Trustee to the
Company, the Agent or the purchaser shall be made
only to the extent that funds are provided to such
Trustee for such purpose.
Authenticity of The Company will cause each Trustee to furnish the
Signatures: Agent from time to time with the specimen signatures
of each of such Trustee's officers, employees or
agents who has been authorized by such Trustee to
authenticate Certificated Notes, but the Agent will
not have any obligation 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
Agency 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.
A-30
EXHIBIT B
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Euro Medium-Term Note Administrative Procedures
(For Medium Term Notes, Series D and E, in Bearer Form)
November 1, 2004
The Medium-Term Notes, Series D (the "Series D Notes") and the
Medium-Term Notes, Series E (the "Series E Notes" and, together with the Series
D Notes, the "Notes") of Citigroup Global Markets Holdings Inc. (the "Company")
are to be offered on a continuing basis. Citigroup Global Markets Limited has
agreed to act as agent in the solicitation of Notes issuable in bearer form (the
"Bearer Notes"), which will be represented by Global Securities that may be
exchanged for individual Bearer Notes. (The term "Agent" as used in these
Administrative Procedures means Citigroup Global Markets Limited). The Agent
will not be obligated to purchase Notes for its own account. The Bearer Notes
are being sold pursuant to a Global Selling Agency Agreement between the Company
and the agents named therein (including the Agent) dated the date hereof (the
"Agency Agreement"). The Notes have been registered with the Securities and
Exchange Commission (the "Commission"). JPMorgan Chase Bank, as successor
trustee, is the trustee under the Indenture, dated as of December 1, 1988, as
amended from time to time, covering the Series D Notes (the "Senior Debt
Indenture"). Deutsche Bank Trust Company Americas, as successor trustee, is the
trustee (together with JPMorgan Chase Bank, as successor trustee, the
"Trustees") under the Indenture, dated as of December 1, 1988, as amended from
time to time, covering the Series E Notes (the "Subordinated Debt Indenture" and
together with the Senior Debt Indenture, the "Indentures"). The Series D 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 Series E
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 Agency 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 Agent acting solely as principal shall perform the functions of
both the Agent and the beneficial owner under the administrative procedures set
forth below, unless otherwise agreed to between the Company and the Agent acting
as principal.
The Company has appointed the principal office of Citibank, N.A. in
London as principal paying agent for the payment of the principal of and
interest on the Series D Bearer Notes and has appointed the principal office of
Deutsche Bank U.K. in London as principal paying agent (together the "Principal
Paying Agents") for the payment of principal of and interest on the Series E
Bearer Notes. The Company has appointed Kredietbank S.A. Luxembourgeoise in
Luxembourg as an additional paying agent for the Series D Notes and has
appointed Deutsche Bank Luxembourg, S.A. as an additional paying agent for the
Series E Notes (each a "Paying Agent").
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
B-1
Treasury Department. The Company will advise the Agent 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 Bearer
Notes and the details of their delivery.
If the Notes are to be listed on the Luxembourg Stock Exchange, the
Company will advise the Principal Paying Agents and the Agent as to the entity
it has appointed as listing agent (the "Listing Agent"), which will coordinate
with the Principal Paying Agents and the Agent on a regular basis for the
purpose of providing the Luxembourg Stock Exchange with such information
regarding Bearer Notes issued and outstanding as such Exchange may require.
Administrative procedures and specific terms of the offering are
explained below. Unless otherwise defined herein, terms defined in the
Indenture, the Prospectus or the Notes shall be used as therein defined. To the
extent the procedures set forth below conflict with the provisions of the Bearer
Notes, the Indentures or the Agency Agreement, the relevant provisions of the
Bearer Notes, the Indentures and the Agency Agreement shall control.
Maturities: Each Bearer Note will mature on a date nine months
or more after the settlement date for such Note. A
Floating Rate Bearer Note will mature only on an
Interest Payment Date for such Bearer Note. Any Note
denominated in Japanese yen will mature on a date
not less than one year from the Original Issue Date
(as defined below) for such Note. Any Note
denominated in Pounds Sterling will mature on a date
not less than one year, nor more than five years,
after its Original Issue Date.
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 Bearer Note denominated in
U.S. dollars will be a minimum of U.S.$10,000 or any
larger amount that is an integral multiple of
U.S.$1,000. The authorized denominations of Bearer
Notes denominated in any other currency will be set
forth in such Bearer Notes.
Bearer Form: Bearer Notes will be issued only in bearer form.
Date of Issuance: Each Bearer Note will be dated and issued as of its
original issue date by the Principal Paying Agent
for such Bearer Note. Each Bearer Note will bear an
Original Issue Date, which will be (i) with respect
to a temporary Global Security (or any portion
thereof), the date of its original issue as
specified in such Global Security and (ii) with
respect to any Permanent Global Security or
individual Bearer Note (or portion thereof) issued
subsequently upon transfer or exchange of a Bearer
Note or in lieu of a destroyed, lost or stolen
Bearer Note, the Original Issue Date of the
predecessor Bearer Note, regardless of the date of
authentication of such subsequently issued Bearer
Note.
Temporary Global Until the 40th day following the date of issuance of
Securities; Definitive a Bearer Note (the "Exchange Date") and until Final
Global Securities; and Certification (as defined below) with respect to
such Bearer Note has occurred, such Bearer
B-2
Individual Bearer Notes: Note, together with all other Bearer Notes that have
the same rank, Original Issue Date, currency of
denomination, redemption and repayment provisions,
Stated Maturity and either fixed interest rate (in
the case of Fixed Rate Notes) or Base Rate, Initial
Interest Rate, interest reset period, Interest
Payment Dates, Minimum Interest Rate, Maximum
Interest Rate, Spread or Spread Multiplier and Index
Maturity (in the case of Floating Rate Notes) (all
such Bearer Notes herein referred to collectively as
a "Tranche"), will be represented by a single
temporary Global Security in bearer form without
interest coupons. The Company shall execute, and the
Principal Paying Agent for the Bearer Notes
represented by such temporary Global Security shall
authenticate, such temporary Global Security upon
the same conditions and in substantially the same
manner, and with the same effect, as a Permanent
Global Security. On or prior to the Closing Date
(which should also be the Original Issue Date), with
respect to such Bearer Notes, the Principal Paying
Agent for such Bearer Notes shall deposit the
temporary Global Security with a common depositary
(the "Depositary") for Clearstream International,
("Clearstream") and Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear"), in
the manner specified below under "Details for
Settlement". The interest of each beneficial owner
of such temporary Global Security will be credited
to the appropriate account with Clearstream or
Euroclear, as specified below under "Details for
Settlement".
On or after the Exchange Date and provided that
Final Certification (as described below) has
occurred, the interest of the beneficial owner of
such Bearer Note in the temporary Global Security
shall be canceled and such Bearer Note, together
with all other Bearer Notes of the Tranche as to
which Final Certification has occurred, shall
thereafter be represented by a Permanent Global
Security in bearer form without interest coupons
held in London by the Depositary. The interest of
the beneficial owner of such Bearer Note in such
Permanent Global Security will be credited to the
appropriate account with Clearstream or Euroclear.
The beneficial owner of an interest in a Permanent
Global Security may, at any time, upon 30 days'
notice to the Principal Paying Agent for the Bearer
Notes represented by such Permanent Global Security,
given by such beneficial owner through either
Clearstream or Euroclear, as the case may be,
exchange its beneficial interest in such Permanent
Global Security for one or more individual Bearer
Notes (with coupons attached, if appropriate) equal
in aggregate principal amount to such beneficial
interest. To effect such exchange, the interest of
the beneficial owner of such Bearer Note in such
Permanent Global Security shall be canceled and one
or more individual Bearer Notes shall be issued to
such beneficial owner,
B-3
through Euroclear or Clearstream, as the case may
be.
In all events, Bearer Notes will be delivered by the
Principal Paying Agents only outside the United
States.
Final Certification: Final Certification with respect to a temporary
Global Security shall mean the delivery by Euroclear
or Clearstream, as the case may be, to the Principal
Paying Agent for the Bearer Notes represented by
such Permanent Global Security of a signed
certificate (a "Clearance System Certificate") in
the form set forth in Appendix 1 hereto with respect
to the Bearer Notes, dated no earlier than the
Exchange Date for such Bearer Notes or, if an
interest payment on the Bearer Notes shall be due
prior to the Exchange Date, dated no earlier than
such Interest Payment Date, to the effect that
Euroclear or Clearstream, as the case may be, has
received certificates ("Certificates of Non-U.S.
Beneficial Ownership") in the form set forth in
Appendix 2 hereto with respect to each of such
Bearer Notes, dated no earlier than ten days before
such Exchange Date or Interest Payment Date, as the
case may be, signed by the account holders appearing
on its records as entitled to such Bearer Notes, to
the effect that such Bearer Notes (i) are not
beneficially owned by United States persons and have
not been acquired by or on behalf of United States
persons, (ii) are owned by United States persons
that are (a) foreign branches of United States
financial institutions purchasing for their own
account or for resale or (b) United States persons
who acquired the Bearer Notes through foreign
branches of U.S. financial institutions and who hold
the Bearer Notes through such U.S. financial
institutions (and in either case (a) or (b), each
such financial institution has agreed that it will
comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986 and the regulations thereunder), or
(iii) are owned by United States or foreign
financial institutions for purposes of resale during
the restricted period, in which event such financial
institutions (whether or not also described in
clause (i) or (ii)) shall have certified that they
have not acquired the Bearer Notes for purposes of
resale directly or indirectly to a United States
person or to a person within the United States or
its possessions.
Payments of Principal: Upon presentation of a Note, the Principal Paying
Agent for such Bearer Note will pay the principal
amount of such Note and the final installment of
interest at Maturity in immediately available funds.
Notes presented to the Principal Paying Agent for
such Bearer Notes at Maturity for payment will be
canceled in accordance with the Indenture under
which such Bearer Notes have been issued.
Interest Payments: Interest on each Bearer Note will accrue from the
Original Issue Date of such Bearer Note and will be
calculated and paid in the manner described in such
Bearer Note and the Prospectus, each as defined in
B-4
the Agency Agreement, as supplemented by the
applicable Pricing Supplement; provided, however,
that interest in respect of any portion of a
temporary Global Security for which Final
Certification has not been made shall not be paid
until Final Certification is received in respect of
that portion.
Payments of Principal Upon receipt of Bearer Notes to be repaid as set
and Interest Upon forth in such Notes, the Trustee or Principal Paying
Exercise of Optional Agent for such Notes shall give notice to the
Repayment: Company not less than 20 calendar days prior to each
Optional Repayment Date of such Optional Repayment
Date and of the principal amount of Bearer Notes to
be repaid on such Optional Repayment Date.
On or prior to any Optional Repayment Date, the
Company shall deposit with such Trustee or such
Principal Paying Agent an amount of money sufficient
to pay the Optional Repayment Price, and accrued
interest thereon to such date, of all the Notes or
portions thereof which are to be repaid on such
date. Such Trustee or such Principal Paying Agent
will use such money to repay such Notes pursuant to
the terms set forth in such Notes.
Procedure for Rate The Company and the Agent will discuss from time to
Setting and Posting: time the aggregate principal amount of, the issuance
price of, and the interest rates to be borne by,
Bearer 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
Bearer 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 of Orders: If the Company posts prices and rates as provided
above, the Agent as agent for and on behalf of the
Company shall promptly accept orders received by it
to purchase Bearer Notes at the prices and rates so
posted, subject to (1) any instructions from the
Company received by the Agent concerning the
aggregate principal amount of Bearer Notes to be
sold at the prices and rates so posted or the period
during which such posted prices and rates are to be
in effect, (2) any instructions from the Company
received by the Agent changing or revoking any
posted prices and rates, (3) compliance with the
securities laws of the United States and all other
jurisdictions and with the selling restrictions
contained in the Agency Agreement and (4) the
Agent's right to reject any such offer as provided
below.
If the Company does not post prices and rates and
the Agent receives an order to purchase Bearer
Notes, or, if while posted prices and rates are in
effect, the Agent receives an order to purchase
Bearer Notes on terms other than those posted by the
Company, the Agent will
B-5
promptly advise the Company by telephone of any such
order other than orders rejected by the Agent as
provided below. The Company will have the sole right
to accept any such order to purchase Bearer Notes
and may reject any such order in whole or in part.
The Agent may, in its discretion reasonably
exercised, reject any order to purchase Bearer Notes
received by it in whole or in part.
Preparation of Pricing If any order to purchase a Bearer Note is accepted
Supplement: by or on behalf of the Company, the Company, with
the approval of the Agent, will prepare a pricing
supplement (a "Pricing Supplement") reflecting the
terms of such Bearer Note, will file ten copies
thereof with the Commission in accordance with the
applicable paragraph of Rule 424(b) under the Act,
will supply such copies thereof to the Agent as the
Agent may request, will supply one copy to the
Principal Paying Agent for such Bearer Note and
will, on the Agent's behalf, file five copies of
such Pricing Supplement with the National
Association of Securities Dealers, Inc. (the
"NASD"). The Principal Paying Agent for such Bearer
Note will cause such Pricing Supplement to be
delivered to the Trustee for such Bearer Note, to
each additional Paying Agent for such Bearer Note
outside the United States and to the Listing Agent.
The Agent will cause a Pricing Supplement to be
delivered to the purchaser of the Bearer Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix copies of 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 The Company reserves the right, in its sole
Solicitation; discretion, to instruct the Agent to suspend at any
Amendment or time, for any period of time or permanently, the
Supplement: solicitation of orders to purchase Bearer Notes.
Upon receipt of such instructions, the Agent will
forthwith suspend solicitation of orders to purchase
Bearer Notes from the Company 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 each of the Principal
Paying 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. If the Company
decides to
B-6
amend or supplement the Registration Statement (as
defined in the Agency Agreement) or the Prospectus
(except for an amendment or supplement relating to
an offering of Securities other than the Notes or to
an offering of Warrants or providing solely for the
specification of or a change in the maturity dates,
the interest rates, the issuance prices or other
terms of any Notes), it will promptly advise the
Agent and the Trustees and will furnish the Agent
and the Trustees with the proposed amendment or
supplement and with such certificates and opinions
as are required, all in accordance with the terms of
the Agency Agreement. The Company will file with the
Commission any supplement to the Prospectus relating
to the Bearer Notes, provide the Agent with copies
of any such supplement, and confirm to the Agent
that such supplement has been filed with the
Commission pursuant to the applicable paragraph of
Rule 424(b).
Delivery of Prospectus: A copy of the Prospectus and a Pricing Supplement
relating to a Bearer Note must accompany or precede
any written offer of such Note, confirmation of the
purchase of such Note and payment for such Note by
its purchaser. If notice of a change in the terms of
the Bearer Notes is received by the Agent between
the time an order for a Bearer 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. Subject to the second
preceding paragraph, the Agent will deliver a
Prospectus and Pricing Supplement as herein
described with respect to each Bearer Note sold by
it. The Principal Paying Agent for such Bearer Note
will make such delivery if such Note is sold
directly by the Company to a purchaser (other than
the Agent).
Confirmation: For each order to purchase a Bearer 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 below, delivery and payment
instructions and the language required by the U.S.
Treasury Regulations.
Settlement: Subject to Section 5 of the Agency Agreement, the
Closing Date with respect to any order to purchase
Bearer Notes accepted by or on behalf of the Company
will be the third day next succeeding the date of
acceptance, or if such day is a day on which
commercial banks in New York City or London or
Clearstream or Euroclear are required or authorized
to be closed, the next succeeding day on which
commercial banks in New York City and London and
Euroclear and Clearstream are not required or
authorized to be closed (a "Business Day") unless
otherwise agreed by the purchaser and the Company
and shall be specified upon acceptance of such
offer.
Details for Settlement: For each offer to purchase a Bearer Note that is
accepted by or on
B-7
behalf of the Company, the Agent will provide
(unless provided by the purchaser directly to the
Company) by telephone the following information to
the Company:
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).
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 Agency 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.
14. Agent's account number at Clearstream or
Euroclear.
The Agent will advise the Company and the Principal
Paying Agent for such Bearer Note of the foregoing
information (unless provided by the purchaser
directly to the Company) for each offer to purchase
a Bearer Note solicited by the Agent and accepted by
the Company in time for the Principal Paying Agent
for such Bearer Note to prepare and authenticate the
temporary Global Security and deliver it at least
B-8
three days prior to settlement to the Depositary in
London. The Principal Paying Agent for such Bearer
Note will instruct Euroclear or Clearstream, as the
case may be, to credit such Bearer Note to the
distribution account of such Principal Paying Agent
with Euroclear or Clearstream, as the case may be,
for onward credit to the account of the Agent
against payment. Concurrently therewith and in
consideration thereof, the Agent for such Bearer
Note will give instructions to Euroclear or
Clearstream, as the case may be, to credit the
account of the Principal Paying Agent for such
Bearer Note against delivery of such Bearer Note
with an amount equal to the initial public offering
price of such Bearer Note, less the applicable
commission determined as provided in Section 2 of
the Agency Agreement. The Principal Paying Agent for
such Bearer Note will remit all such funds received
to the designated account of the Company. The
Principal Paying Agent for such Bearer Note will
notify the Agent of both the Euroclear and
Clearstream Reference Numbers for such Bearer Note
and will notify the Listing Agent of the issuance of
such Bearer Note. Before accepting any order to
purchase a Bearer Note to be settled in less than
three Business Days, the Company shall verify that
the Principal Paying Agent for such Bearer Note will
have adequate time to prepare and authenticate the
temporary Global Security that will represent such
Bearer Note.
The Agent will provide appropriate documentation to
the Principal Paying Agent for such Bearer Note,
including the information necessary for the
preparation and authentication of the temporary
Global Security that will represent such Bearer
Note. Prior to preparing such temporary Global
Security for delivery (but in any case no later than
10:00 AM, London time, on the third Business Day
preceding the Closing Date therefor), the Principal
Paying Agent for such Bearer Note will confirm
receipt of such instruction to the Agent by
telephone.
Bearer Note Deliveries Upon receipt of appropriate documentation and
and Cash Payment: instructions with respect to the Bearer Notes
constituting a Tranche, the Company will cause the
Principal Paying Agent for such Bearer Notes to
prepare and authenticate a temporary Global Security
representing such Tranche and to insert thereon (1)
the rank, (2) the principal amount of such Tranche,
(3) the Original Issue Date, (4) the Stated
Maturity, (5) the interest rate (in the case of a
Fixed-Rate Note) and redemption and repayment
provisions (if any) or the Base Rate, Initial
Interest Rate, Index Maturity, Spread or Spread
Multiplier, Minimum Interest Rate and Maximum
Interest Rate (in the case of a Floating Rate Note)
and redemption and repayment provisions (if any) and
(6) any other terms required to be inserted thereon.
On the Closing Date, the Principal Paying Agent for
the Bearer Notes represented by such Tranche will
credit such Bearer Note to its
B-9
distribution account with Clearstream or Euroclear
and the Agent will make payment to such Principal
Paying Agent against delivery of such Bearer Note,
through Euroclear or Clearstream, as the case may
be, in immediately available funds, in an amount
equal to the issuance price of such Bearer Note less
the Agent's commission. The Principal Paying Agent
for such Bearer Note will remit all such funds
received to the designated account of the Company.
Such payment shall be made by the Agent only upon
prior receipt by the Agent of immediately available
funds from or on behalf of the purchaser unless the
Agent decides, at its option, to advance its own
funds for such payment against subsequent receipt of
funds from the purchaser.
Failure to Settle: If on the relevant Issue Date the Agent does not pay
the subscription price due from it in respect of any
Note (the "Defaulted Note") and, as a result, the
Defaulted Note remains in the distribution account
of the Principal Paying Agent for such Note with
Euroclear or Clearstream after such Issue Date
(rather than being credited to the Agent's account
against payment), such Principal Paying Agent will
continue to hold the Defaulted Note to the order of
the Company.
If such Principal Paying Agent pays an amount (the
"Advance") to the Company on the basis that a
payment (the "Payment") has been, or will be,
received from the relevant Agent and if the Payment
has not been, or is not, received by such Principal
Paying Agent on the date such Principal Paying Agent
pays the Company, the Company shall upon being
requested to do so repay to such Principal Paying
Agent the Advance and shall pay interest (on a 360
days basis) sufficient to cover any overdraft costs
incurred by such Principal Paying Agent, as
certified by such Principal Paying Agent, until the
earlier of repayment in full of the Advance and
receipt in full by such Principal Paying Agent of
the Payment.
If the Agent, at its own option, has advanced its
own funds for payment against subsequent receipt of
funds from the purchaser, and if the purchaser shall
fail to make payment for the Bearer Note on the
Closing Date therefor, the Agent will promptly
notify the Principal Paying Agent for such Bearer
Note, the Depositary and the Company by telephone,
promptly confirmed in writing (but no later than the
next Business Day). In such event the Agent shall
instruct Euroclear or Clearstream, as the case may
be, to transfer such Defaulted Note to the
distribution account of the Principal Paying Agent
for such Bearer Note who will continue to hold the
Defaulted Note to the order of the Company. Upon (i)
confirmation from such Principal Paying Agent in
writing (which may be by telex or telecopy) that
such Principal Paying Agent is holding the Defaulted
Note for the account of the Company, and (ii)
confirmation from the Agent in writing (which may be
given by telex or telecopy) that the Agent has not
received payment from the purchaser (the matters
referred to in clauses (i) and
B-10
(ii) are referred to hereinafter as the
"Confirmations"), the Company will promptly pay to
the Agent an amount in immediately available funds
equal to the amount previously paid by the Agent in
respect of such Bearer Note. Such payment will be
made not later than the Business Day following the
date of receipt of the Confirmations. The Principal
Paying Agent for such Bearer Note and the Depositary
will make such revisions to the temporary Global
Security representing such Bearer Note as are
necessary to reflect the cancellation of such
portion of such Global Security.
If a purchaser shall fail to make payment for such
Bearer Note for any reason other than the failure of
the Agent to provide the necessary information to
the Company as described above for settlement or to
provide a confirmation to the purchaser within a
reasonable period of time as described above or
otherwise to satisfy its obligation hereunder or in
the Agency Agreement, and if the Agent shall have
otherwise complied with its obligations hereunder
and in the Agency Agreement, the Company will
reimburse the Agent on an equitable basis for its
loss of the use of funds during the period when they
were credited to the account of the Company.
Principal Paying Agents Nothing herein shall be deemed to require Principal
Not to Risk Funds: Paying Agent expend its own funds in connection with
any payment to the Company, or the Agent or the
purchaser, it being understood by all parties that
payments made by the Principal Paying Agents to the
Company, or the Agent or a purchaser shall be made
only to the extent that funds are provided to the
Principal Paying Agents for such purpose.
Authenticity of The Company will cause each Principal Paying Agent
Signatures: to furnish the Agent from time to time with the
specimen signatures of each of such Principal Paying
Agent's officers, employees or agents who has been
authorized by such Principal Paying Agent to
authenticate Bearer Notes (including Global
Securities representing Bearer Notes), but the Agent
will have no obligation or liability to the Company
or to either Principal Paying Agent in respect of
the authenticity of the signature of any officer,
employee or agent of the Company or either Principal
Paying Agent on any Bearer Note.
B-11
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
Agency 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 Bearer Notes. Advertising
expenses will be paid by the Company.
B-12
APPENDIX 1
[FORM OF CERTIFICATION TO BE GIVEN
BY EUROCLEAR OR CLEARSTREAM]
CERTIFICATION
Citigroup Global Markets Holdings Inc.
Medium Term Notes, Series [D][E]
(the "Notes")
This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
to the effect set forth in the Medium-Term Note Administrative Procedures
attached to the Selling Agency Agreement relating to the Notes, as of the date
hereof, principal amount of the above-captioned Notes (i) is owned by persons
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
persons"), (ii) is owned by United States persons that are (a) foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own
account or for resale, or (b) United States persons who acquired the Notes
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
has agreed, on its own behalf or through its agent, that we may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
which United States or foreign financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have certified that
they have not acquired the Notes for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the temporary global Note excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the date hereof.
B-Appendix 1-1
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: ______________, 200__ (1)
Yours faithfully,
[EUROCLEAR BANK, S.A./N.V.,
as operator of the Euroclear System]
or
[CLEARSTREAM INTERNATIONAL]
By
--------------
(1) [The earlier of the Exchange Date and the first Interest Payment Date on
the applicable Notes.]
B-Appendix 1-2
APPENDIX 2
[FORM OF CERTIFICATION TO BE GIVEN
BY AN ACCOUNT HOLDER OF EUROCLEAR OR CLEARSTREAM]
CERTIFICATION
Citigroup Global Markets Holdings Inc.
Medium Term Notes, Series [D][E]
This is to certify that as of the date hereof, and except as set
forth below, the above-captioned Notes (the "Notes") held by you for our account
(i) are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source ("United States person(s)"), (ii) are owned by United States
person(s) that are (a) foreign branches of United States financial institutions
(as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Notes through foreign branches of United
States financial institutions and who hold the Notes through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Notes is a United States or foreign financial institution described in clause
(iii) above (whether or not also described in clause (i) or (ii)) this is to
further certify that such financial institution has not acquired the Notes for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the Notes
in accordance with your Operating Procedures if any applicable statement herein
is not correct on such date, and in the absence of any such notification it may
be assumed that this certification applies as of such date.
This certification excepts and does not relate to $ of principal
amount of the Notes as to which we are not able to certify and as to which we
understand exchange and delivery of definitive Notes (or, if relevant, exercise
of any rights or collection of any interest) cannot be made until we do so
certify.
B-Appendix 2-1
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: _________________, 20__
[To be dated no earlier than the
10th day before the earlier of
the Exchange Date and the first
Interest Payment Date
on the Notes]
[Name of Account Holder]
By:_________________________
(Authorized Signatory)
Name:
Title:
B-Appendix 2-2
EXHIBIT C
FORM OF TERMS AGREEMENT
Attention: Subject in all respects to the terms and conditions contained in the
Global Selling Agency Agreement dated November 1, 2004 (the "Global Selling
Agency Agreement"), among Citigroup Global Markets Inc., Citigroup Global
Markets Limited and Citigroup Global Markets Holdings Inc., the undersigned
agrees to purchase the following Notes of Citigroup Global Markets Holdings
Inc.:
Principal Amount: Issue Price:
Purchaser: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Reoffering Rate:
Reoffering Price:
[ ] Varying prices from time to time related to prevailing prices at the
time of resale
[ ] Fixed price of __% of Principal Amount
Specified Currency (If other than U.S. dollars):
Survivor's Option:
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: [ ] Yes (see attached) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: [ ] CD Rate [ ] Commercial Paper Rate [ ] Federal Funds Rate [ ]
LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate [ ]
Treasury Rate Constant Maturity [ ] Prime Rate [ ]
Eleventh District Cost of Funds Rate [ ] Euribor [ ] Other (see attached)
Index Maturity:
Interest Reset Period or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes (see attached) [ ] No
Floating Rate: [ ] Indexed Interest Rate: [ ] (see attached) Spread Multiplier:
Spread (+/-):
Spread Reset [ ] The Spread or Spread Multiplier may not be changed prior to
Stated Maturity.
[ ] The Spread or Spread Multiplier may be changed prior to Stated
Maturity (see attached).
C-1
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: [ ] Yes (see attached) [ ] No
Initial Fixed Interest Rate: Reset Fixed Reference Rate:
Floating Rate / Fixed Rate Note: [ ] Yes (see attached) [ ] No
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Discount Note: [ ] Yes [ ] No
Total Amount of OID: Yield to Maturity:
Renewable Note: [ ] Yes (see attached) [ ] No
Special Election Interval (if applicable):
Amount (if less than entire principal amount) as to which election may
be exercised:
Place of Delivery of Notes:
Method of Payment for the Notes:
Requirements for delivery, if any, of opinions of counsel, certificates from the
Company or its officers or a letter from the Company's independent public
accountants:
Other terms:
The provisions of the Global Selling Agency 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.
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
C-2
otherwise dispose of any debt securities of the Company substantially similar to
the Medium-Term Notes (other than (i) the Medium-Term 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.
Date:
[Purchaser]
By:__________________________
Accepted: CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:_________________________
C-3
EXHIBIT D
FORM OF AGENT ACCESSION CONFIRMATION - PROGRAM
To: [Name and address of new Agent]
[date]
Citigroup Global Markets Holdings Inc.
U.S.$[ ] Series D and Series E Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of November 1, 2004
(which agreement, as amended from time to time, is herein referred to as the
"Agency Agreement") entered into in respect of the above Medium-Term Note
Program and hereby acknowledge receipt of your Agent Accession Letter to us
dated [ ].
In accordance with Section 2(c) of the Agency Agreement we hereby confirm that,
with effect from the date hereof, you shall become a party to, and a[n] [U.S.
Agent] [International Agent] under, the Agency Agreement, vested with all the
authority, rights and powers, and subject to all the duties and obligations of
a[n] [U.S.] [International] Agent as if originally named as such under the
Agency Agreement.
Yours faithfully,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:_________________________
Name:
Title:
cc: Principal Paying Agents
Trustees
Existing Agents
D-1
EXHIBIT E
FORM OF AGENT ACCESSION LETTER - PROGRAM
To: Citigroup Global Markets Holdings Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
[date]
Citigroup Global Markets Holdings Inc.
U.S.$[ ] Series D and Series E Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of November 1, 2004,
entered into in respect of the above Medium-Term Note Program and made between
Citigroup Global Markets Holdings Inc. (the "Company") and the Agents party
thereto (which agreement, as amended from time to time, is herein referred to as
the "Agency Agreement").
We confirm that we are in receipt of the documents referenced below (except to
the extent we have waived delivery of such documents):
-- a copy of the Agency Agreement;
-- a copy of all documents referred to in Section 5 of the Agency Agreement;
and
-- a letter in a form approved by ourselves from each of the legal advisers
referred to in Section 5 of the Agency Agreement addressed to ourselves
and giving us the full benefit of the existing legal opinions as of the
date of such existing legal opinions, and have found them to our
satisfaction.
For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).
In consideration of the Company appointing us as a[n] [U.S.] [International]
Agent under the Agency Agreement, we hereby undertake, for the benefit of the
Company and each of the other Agents, that we will perform and comply with all
the duties and obligations expressed to be assumed by a[n] [U.S.]
[International] Agent under or pursuant to the Agency Agreement. We also
undertake to deliver to The Depository Trust Company of New York such pricing
letters as it may reasonably require from us in connection with the offer and
sale of the Notes.
E-1
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of new Agent]
By:_________________________
Name:
Title:
cc: Principal Paying Agents
Trustees
Existing Agents
E-2
EXHIBIT F
FORM OF AGENT ACCESSION CONFIRMATION - NOTE ISSUE
To: [Name and address of new Agent]
[date]
Citigroup Global Markets Holdings Inc.
U.S.$[ ] Series D and Series E Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of November 1, 2004
(which agreement, as amended from time to time, is herein referred to as the
"Agency Agreement") entered into in respect of the above Medium-Term Note
Program and hereby acknowledge receipt of your Agent Accession Letter to us
dated [ ].
In accordance with Section 2(c) of the Agency Agreement we hereby confirm that,
with effect from the date hereof solely in respect of the issue of [ ] Notes due
[ ] (the "Issue"), you shall become a party to, and a[n] [U.S.] [International]
Agent under, the Agency Agreement, vested with all the authority, rights and
powers, and subject to all duties and obligations of a[n] [U.S.] [International]
Agent in relation to the Issue as if originally named as such under the Agency
Agreement.
Such appointment is limited to the Issue and is not for any other issue of Notes
of the Company pursuant to the Agency Agreement and such appointment will
terminate upon issue of the Notes comprising the Issue but without prejudice to
any rights, duties or obligations which have arisen prior to such termination.
Yours faithfully,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:_________________________
Name:
Title:
cc: Principal Paying Agents
Trustees
F-1
EXHIBIT G
FORM OF AGENT ACCESSION LETTER - NOTE ISSUE
Citigroup Global Markets Holdings Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
U.S.$[ ] Series D and Series E
Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of November 1, 2004,
entered into in respect of the above Medium-Term Note Program and made between
the Company and the Agents party thereto (which agreement, as amended from time
to time, is herein referred to as the "Global Selling Agency Agreement").
We confirm that we are in receipt of the documents referenced below (except to
the extent that we have waived delivery of such documents):
-- a copy of the Agency Agreement; and
-- a copy of all documents referred to in Section 5 of the Agency Agreement
and have found them to our satisfaction.
For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).
In consideration of the Company appointing us as a[n] [U.S.] [International]
Agent solely in respect of the issue of [ ] Notes due [ ] (the "Issue") under
the Agency Agreement, we hereby undertake, for the benefit of the Company and
each of the other Agents, that in relation to the Issue we will perform and
comply with all the duties and obligations expressed to be assumed by a[n]
[U.S.] [International] Agent under or pursuant to the Agency Agreement.
We acknowledge that such appointment is limited to the Issue and is not for any
other issue of Notes of the Company pursuant to the Agency Agreement and that
such appointment will terminate upon issue of the Notes comprising the Issue but
without prejudice to any rights, duties or obligations which have arisen prior
to such termination.
G-1
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of new Agent]
By:_________________________
Title:
cc: Principal Paying Agents
Trustees
G-2
EXHIBITS H-K
FORMS OF OPINIONS, CERTIFICATES AND COMFORT LETTERS