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Exhibit 1.04
Citigroup Inc.
Medium-Term Senior Notes, Series D
Medium-Term Subordinated Notes, Series D
Due Nine Months or More from the Date of Issue
DISTRIBUTION AGREEMENT
____, 2000
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Citigroup Inc., a Delaware corporation (the "Company"), confirms its
agreement with the Agent (as defined below) with respect to the issue and sale
by the Company of its Medium-Term Senior Notes, Series D, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series D, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Senior Notes are to be issued under an Indenture dated as of March 15, 1987, as
supplemented by the First Supplemental Indenture dated as of December 15, 1988,
the Second Supplemental Indenture dated as of January 31, 1991, the Third
Supplemental Indenture dated as of December 9, 1992 and the Fourth Supplemental
Indenture dated as of November 2, 1998 (as so supplemented or as it may from
time to time be further supplemented or amended by one or more indentures
supplemental thereto, the "Senior Debt Indenture"), between the Company and The
Bank of New York, as trustee (the "Senior Debt Trustee"). The Subordinated Notes
are to be issued under an Indenture dated as of July 17, 1998, as supplemented
by the First Supplemental Indenture dated as of December 15, 1998 and the Second
Supplemental Indenture dated as of January 21, 1999 (as so supplemented or as it
may from time to time be further supplemented or amended by one or more
indentures supplemental thereto, the "Subordinated Debt Indenture" and, together
with
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the Senior Debt Indenture, the "Indentures"), between the Company and Bank One
Trust Company, N.A. (formerly The First National Bank of Chicago), as trustee
(the "Subordinated Debt Trustee" and, together with the Senior Debt Trustee, the
"Trustees"). The Notes will have the maturities, interest rates (whether fixed
or floating), redemption provisions and other terms set forth in a pricing
supplement to the Prospectus referred to below. The Notes may be denominated in
U.S. dollars, foreign currencies or foreign composite currency units (the
"Specified Currency") as may be specified in the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject to
the reservation by the Company of the right to sell Notes to the Agent acting as
principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company substantially in the form of
Exhibit F hereto and that the Company will notify the Agent of its agreement
with any other agents, dealers or underwriters, but only if such other agents,
dealers or underwriters are appointed for the duration of this Agreement), the
Company hereby appoints the Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, the Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section 1(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to Salomon Smith Barney Inc.
1. Solicitations by the Agent of Offers to Purchase; Purchases as
Principal.
(a) Solicitations as Agent. Following the Commencement Date
(as defined below), the Company shall notify the Agent from time to time as to
the commencement of a period during which the Notes may be offered and sold by
the Agent (each period, commencing with such a notification and ending at such
time as the authorization for offers and sales through the Agent shall have been
suspended by the Company or the Agent as provided hereunder, being herein
referred to as an "Offering Period"). On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, the Agent agrees to use its reasonable best efforts to solicit offers to
purchase the Notes during each Offering Period upon the terms and conditions set
forth in the Prospectus as then amended and supplemented. The Company reserves
the right, in its sole discretion, to suspend solicitation of purchases of the
Notes commencing at any time for any period of time or permanently. Upon receipt
of instructions from the Company, the Agent will forthwith suspend solicitation
of purchases from the Company until such time as the Company has advised the
Agent that such solicitation may be resumed.
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Unless otherwise agreed to, the Company agrees to pay the Agent
at the time of delivery of and payment for the Notes, as consideration for
soliciting the sale of each Note, a commission equal to the percentage set forth
on Schedule 1 hereto of the price to the public of each Note sold by the Company
as the result of a solicitation by the Agent. Without the prior approval of the
Company, the Agent (acting on an agency basis) may not reallow any portion of
the commission payable pursuant hereto to dealers or purchasers in connection
with the offer and sale of any Notes.
The Agent is authorized to solicit orders for the Notes only in
principal amounts of $1,000 or any amount in excess thereof which is a multiple
of $1,000 or, in the case of Notes denominated in a Specified Currency other
than U.S. dollars, in the denominations set forth in the applicable pricing
supplement, at a purchase price equal to 100% of the principal amount of the
Notes, unless otherwise mutually agreed upon by the purchaser and the Company
and specified in the applicable pricing supplement. The Agent shall communicate
to the Company, orally or in writing, each reasonable offer or indication of
interest to purchase Notes received by the Agent, as agent. The Company shall
have the sole right to accept offers to purchase the Notes and may reject any
such offer in whole or in part. The Agent shall have the right to reject, in its
discretion reasonably exercised, any offer received by it to purchase the Notes,
in whole or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, the Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward, or
relationship of agency or trust with, any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). The Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by the Agent and accepted by the Company, but the Agent shall not have
any liability to the Company in the event any such purchase is not consummated
for any reason. Under no circumstances will the Agent be obligated to purchase
any Notes for its own account except pursuant to subparagraph (b) below.
(b) Purchases as Principal. Each sale of Notes to the Agent
as principal shall be made in accordance with the terms of this Agreement and
the Agent and the Company will enter into a Terms Agreement that will provide
for the sale of such Notes to and the purchase thereof by the Agent. Each "Terms
Agreement" may take the form of an exchange of any form of written
telecommunication or oral communication followed by written confirmation or
telecommunication between the Agent and the Company and shall be with respect to
such information (as applicable) as is specified in Exhibit A hereto.
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The Agent's commitment to purchase Notes as principal shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each agreement by the Agent to purchase Notes as principal
(whether or not set forth in a Terms Agreement) shall specify the principal
amount of Notes to be purchased by the Agent pursuant thereto, the maturity date
of such Notes, the price to be paid to the Company for such Notes, the interest
rate and interest rate formula, if any, applicable to such Notes and any other
terms of such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
public accountants of the Company pursuant to Section 4 hereof. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Notes by the Agent.
Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes. Each date of delivery of and payment for
Notes to be purchased by the Agent as principal or as agent or by any other
purchaser is referred to herein as a "Settlement Date."
Upon the Company's request, the Agent will notify the Company
either orally or in writing (as specified by the Company) of the aggregate
principal amount of Notes held by the Agent as principal purchased pursuant to a
Terms Agreement pursuant to this Agreement.
(c) Procedures. The Agent and the Company agree to perform
the respective duties and obligations specifically provided to be performed by
them in the Medium-Term Notes Administrative Procedures attached hereto as
Exhibit B (the "Procedures"). The Procedures may be amended only by written
agreement of the Company and the Agent.
(d) Delivery. The documents required to be delivered by
Section 4 of this Agreement shall be delivered at the office of Skadden, Arps,
Slate Meagher & Flom LLP ("Skadden, Arps") (or such other counsel reasonably
satisfactory to both the Agent and the Company), Four Times Square, New York, NY
10036-6522, on _____, 2000 (the "Commencement Date").
2. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Agent as of the Commencement Date:
(a) The Registration Statement (File No. 333- ) declared
effective by the Securities and Exchange Commission (the "Commission") on_____,
2000, in respect of up to $ aggregate amount of securities of the Company,
including the Notes, (of which $ remains available for issuance and sale as
of the date hereof) has been filed with the Commission. Such Registration
Statement and any post-effective amendments thereto, in the forms heretofore
delivered or to be delivered to the Agent, excluding exhibits to such
Registration Statement but including
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all documents incorporated by reference therein, has been declared effective by
the Commission in such form. No other document with respect to such Registration
Statement (other than a document incorporated by reference therein) has
heretofore been filed or transmitted for filing with the Commission; and no stop
order suspending the effectiveness of such Registration Statement has been
issued and no proceeding for that purpose has been instituted or threatened by
the Commission (any preliminary prospectus included in the 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 the Registration Statement, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in the Registration Statement at the time such part became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indentures (the
"Forms T-1"), as amended at the time such part became effective, are being
hereinafter collectively called the "Registration Statement." The form of basic
prospectus included in the Registration Statement relating to the offering and
sale of Debt Securities, Index Warrants, Preferred Stock, Common Stock and
Depositary Shares, in the form in which it has most recently been filed, or
transmitted for filing with the Commission on or prior to the date of this
Agreement, is being hereinafter called the "Basic Prospectus." The form of
prospectus supplement to the Basic Prospectus relating to the offering and sale
of the Notes included in the Registration Statement, in the form in which it has
most recently been filed or transmitted for filing with the Commission on or
prior to the date of this Agreement, is being hereinafter called the "Prospectus
Supplement." The Basic Prospectus, as supplemented by the Prospectus Supplement,
is being hereinafter called the "Prospectus." Any reference herein to any
Preliminary Prospectus, the Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to the applicable form under the Act, as of the date of such
Preliminary Prospectus, Prospectus Supplement or Prospectus, as the case may be.
Any reference to any amendment or supplement to any Preliminary Prospectus, the
Prospectus Supplement or the Prospectus, including any supplement to the
Prospectus that sets forth only the terms of the particular issue of the Notes
(a "Pricing Supplement"), shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, Prospectus Supplement or
the Prospectus, as the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus, the Prospectus Supplement or the Prospectus, as the case
may be. Any reference to any amendment to the Registration Statement shall be
deemed to include any report of the Company filed pursuant to the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement. Any reference to the Prospectus, as
amended or supplemented, shall be deemed to refer to and include the Prospectus,
as amended or supplemented, in relation to the Notes sold pursuant to this
Agreement, in the form in which it is filed with the Commission pursuant to Rule
424(b) under the Act, including any documents incorporated by reference therein
as of the date of such filing.
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(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the
Commission promulgated thereunder, and any further documents so filed and
incorporated by reference in the Prospectus, or any further amendment or
supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder.
(c) Each of the Registration Statement and the Prospectus,
and any amendment thereof or supplement thereto, and each of the Indentures,
conform or will conform in all material respects with the applicable
requirements of the Act and the Trust Indenture Act, and the rules and
regulations of the Commission thereunder.
(d) The Registration Statement, as amended as of any time,
did not and will not, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon, and in conformity with, information
furnished in writing to the Company by or on behalf of the Agent specifically
for use in the Registration Statement or the Prospectus or any amendment thereof
or supplement thereto.
(e) The Notes have been duly authorized and, when executed
and authenticated in accordance with the applicable Indenture and delivered to
and duly paid for by the purchasers thereof, will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms and entitled to the benefits of the applicable Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether such enforceability is considered in
a proceeding in equity or at law); each of the Indentures has been duly
authorized by the Company and qualified under the Trust Indenture Act; and the
Indentures conform to the descriptions thereof in the Prospectus as amended or
supplemented to relate to such issuance of Notes.
(f) Since the date of the most recent financial statements
included in the Prospectus, as amended or supplemented, there has not been any
material adverse change in the consolidated financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, which is not
disclosed in the Prospectus, as amended or supplemented.
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3. Agreements of the Company. The Company agrees with the Agent
that:
(a) At any time during an Offering Period or during the time
a prospectus relating to the Notes is required to be delivered under the Act,
prior to amending or supplementing the Registration Statement or the Prospectus,
the Company will furnish the Agent and the Agent's counsel with a copy of each
proposed amendment or supplement (other than an amendment or supplement to be
made pursuant to incorporation by reference of a document filed under the
Exchange Act, or a Pricing Supplement or an amendment or supplement relating
solely to an offering of debt securities other than the Notes). The Company will
promptly cause the Prospectus together with each amendment thereof or supplement
thereto to be transmitted to the Commission for filing pursuant to Rule 424(b)
by an appropriate method or will promptly cause the Prospectus together with
each amendment thereof or supplement thereto to be filed with the Commission
pursuant to said Rule. If the Prospectus is amended or supplemented (other than
a Pricing Supplement or an amendment or supplement relating solely to an
offering of debt securities other than the Notes), the Agent shall be furnished
with such information relating to such filing as it may reasonably request, and
the Agent shall not be obligated to solicit offers to purchase Notes so long as
it is not reasonably satisfied that such amendment or supplement complies in all
material respects with the provisions of the Act and the Exchange Act. At any
time during an Offering Period or during the time a prospectus relating to the
Notes is required to be delivered under the Act, the Company will promptly
advise the Agent of (i) the filing of any amendment or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of debt securities other than the Notes), (ii)
the filing or effectiveness of any amendment to the Registration Statement,
(iii) the receipt by the Company of comments from the Commission relating to, or
requests by the Commission for, any amendment of the Registration Statement or
any amendment of or supplement to the Prospectus or for any additional
information, (iv) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its reasonable best
efforts to prevent the issuance of any such stop order or notice of suspension
of qualification and, if issued, to obtain as soon as possible the withdrawal
thereof. Upon the Agent's request, the Company will within a reasonable time
inform the Agent of the aggregate principal amount of Notes registered under the
Registration Statement that remain unissued.
(b) Within the time during which a prospectus relating to
the Notes is required to be delivered under the Act, the Company will comply
with all requirements imposed upon it by the Act, as now and hereafter amended,
and by the rules and regulations of the Commission thereunder, as from time to
time in force, so far as necessary to permit the continuance of sales of or
dealings in the Notes as contemplated by the provisions hereof and the
Prospectus. If during such period any event occurs as
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a result of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if, in the opinion of the Company, during such
period it is necessary to amend or supplement the Registration Statement or the
Prospectus to comply with the Act, the Company will promptly notify the Agent to
suspend the solicitation of offers to purchase the Notes in its capacity as
Agent and to cease sales of any Notes it may then own as principal and, to the
extent required under the provision in the last sentence of this subsection (b),
the Company will promptly amend or supplement the Registration Statement or the
Prospectus (at the expense of the Company) so as to correct such statement or
omission or effect such compliance. If such amendment or supplement, and any
documents, certificates, opinions and letters furnished to the Agent pursuant to
subsections (i), (j) and (k) of this Section 3 in connection with the
preparation and filing of such amendment or supplement are reasonably
satisfactory in all respects to the Agent, upon the filing of such amendment or
supplement with the Commission or effectiveness of an amendment to the
Registration Statement, the Agent will resume solicitation of offers to purchase
Notes hereunder. Notwithstanding the foregoing, the Company shall not be
required to comply with the provisions of subsection (b) of this Section 3
during any period from the time the Agent shall have been notified to suspend
the solicitation of offers to purchase the Notes in its capacity as Agent
(whether under this subparagraph (b) or otherwise under this Agreement) to the
time the Company shall determine that solicitation of offers to purchase the
Notes should be resumed; provided that if the Agent holds any Notes as principal
purchased pursuant to a Terms Agreement or otherwise pursuant to this Agreement,
the Company shall comply with the provisions of subsection (b) of this Section 3
during the period when a Prospectus is required to be delivered pursuant to the
Act.
(c) The Company will comply, in a timely manner, with all
applicable requirements under the Exchange Act relating to the filing with the
Commission of the Company's reports pursuant to Sections 13(a), 13(c) or 15(d)
of the Exchange Act and, if then applicable, of the Company's proxy statements
pursuant to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the
Notes for sale under the securities laws of such jurisdictions as the Agent
reasonably designates, to maintain such qualifications in effect so long as
required for the distribution of the Notes and, if requested by the Agent, to
arrange for the determination of the legality of the Notes for purchase by
institutional investors, except that the Company shall not be required in
connection therewith to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to the Agent copies of the
Registration Statement and the Prospectus (including all documents incorporated
by reference therein), and all amendments of and supplements to the Registration
Statement or the Prospectus which are filed with the Commission during the
period in which a prospectus
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relating to the Notes is required to be delivered under the Act (including all
documents filed by an amendment or supplement with the Commission during such
period which are deemed to be incorporated by reference therein), in each case
in such quantities as the Agent may from time to time reasonably request.
(f) The Company will make generally available to its
security holders and to the Agent as soon as practicable, but in any event not
later than 15 months after the end of the Company's current fiscal quarter, an
earnings statement (which need not be audited) covering a 12-month period
beginning after the date upon which any amendment of or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of 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.
(g) The Company shall, whether or not any sale of Notes is
consummated or this Agreement is terminated, pay all expenses incident to the
performance of its obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel, the cost of printing (or other production) and delivery
of the Registration Statement and the Prospectus, all amendments thereof and
supplements thereto, the Indentures, and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements (including reasonable fees of counsel) incurred in
connection with the qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities or Blue Sky laws of
such jurisdictions as the Agent may designate, the fees and disbursements of the
Trustees, the fees of any agency that rates the Notes, the fees and expenses in
connection with any listing of the Notes on the New York Stock Exchange, Inc.
(the "New York Stock Exchange") or such other securities exchange agreed to in
writing by the Company, the fees and expenses incurred with respect to any
filing with the National Association of Securities Dealers, Inc. and the
reasonable fees and disbursements of Dewey Ballantine LLP ("Dewey Ballantine"),
as counsel for the Agent, or other counsel reasonably satisfactory to both the
Agent and the Company, and such other expenses, including, without limitation,
advertising expenses as may be agreed upon by the Agent and the Company;
provided, however, that with respect to any purchase of Notes by the Agent as
principal pursuant to a Terms Agreement, the fees and disbursements of Dewey
Ballantine or other counsel to the Agent shall not be paid by the Company.
(h) During the term of this Agreement, the Company shall
furnish to the Agent such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, any amendments thereof or supplements
thereto, the Indentures, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Agent may from time to time reasonably request and shall
promptly notify the Agent orally, followed by written notice of any downgrading,
or of its receipt of any notice of any intended downgrading, in the rating
accorded any of the Company's securities by Moody's Investor Service
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("Moody's") or Standard & Poor's Corporation ("Standard & Poor's") or, if one of
them no longer rates the securities of the Company, another "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Act.
(i) Each time the Registration Statement or the Prospectus
is amended or supplemented (other than (a) a Pricing Supplement, (b) an
amendment or supplement relating solely to an offering of debt securities other
than the Notes or (c) an amendment or supplement made pursuant to the
incorporation by reference of a document filed under the Exchange Act), the
Company will deliver or cause to be delivered forthwith to the Agent a
certificate of the Company signed by the Chairman of the Board, any Vice
Chairman, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, the Deputy Treasurer or the Deputy General Counsel and by the
Controller or the principal financial or accounting officer of the Company (or
another officer or officers acceptable to the Agent), dated the date of the
effectiveness of such amendment or the date of filing with the Commission of
such supplement or document, as the case may be, in form reasonably satisfactory
to the Agent, to the effect that the statements contained in the certificate
referred to in Section 4(b)(iii) hereof that was last furnished to the Agent
(either pursuant to Section 4(b)(iii) or pursuant to this Section 3(i)) are true
and correct at the time of the effectiveness of such amendment or the time of
filing of such supplement or document, as the case may be, as though made at and
as of such time (except that such statements shall be deemed to relate to the
Registration Statement, as amended at the time of effectiveness of such
amendment, and to the Prospectus, as amended and supplemented at the date of
such certificate) or, in lieu of such certificate, a certificate of the same
tenor as the certificate referred to in Section 4(b)(iii) hereof, but modified,
if necessary, to relate to the Registration Statement, as amended at the time of
the effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such certificate.
(j) Each time the Registration Statement or the Prospectus
is amended or supplemented (other than (a) a Pricing Supplement, (b) an
amendment or supplement relating solely to an offering of debt securities other
than the Notes or (c) an amendment or supplement made pursuant to the
incorporation by reference of a document under the Exchange Act), the Company
shall furnish to or cause to be furnished forthwith to the Agent the written
opinion of the Deputy General Counsel of the Company or other counsel
reasonably satisfactory to the Agent dated the date of the effectiveness of such
amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to the Agent, to
the effect set forth in Exhibit C hereto. In lieu of such opinion, counsel last
furnishing such an opinion to the Agent may furnish to the Agent a letter to the
effect that the Agent may rely on such last opinion to the same extent as though
it were dated the date of such letter and authorizing reliance on such last
opinion (except that statements in such last opinion will be deemed to relate to
the Registration Statement, as amended at the time of the effectiveness of such
amendment, and to the Prospectus, as amended and supplemented at the date of
such letter).
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(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information (other than (a) a Pricing Supplement, (b) any amendment or
supplement relating solely to an offering of debt securities other than the
Notes or (c) an amendment or supplement made pursuant to the incorporation by
reference of a document under the Exchange Act), the Company shall cause KPMG
LLP ("KPMG"), its independent certified public accountants, to furnish forthwith
the Agent a letter, within three business days following the date of the
effectiveness of such amendment or the date of filing of such supplement or
document, as the case may be (provided that, in the event any Settlement Date
falls within such three business day period, such letter will be delivered on or
prior to such Settlement Date), in form satisfactory to the Agent, of the same
tenor as the letter referred to in Section 4(b)(iv) hereof, but modified to
relate to the Registration Statement and Prospectus, as amended and supplemented
to the date of such letter, with such changes as may be necessary to reflect
changes in the financial statements and other information derived from the
accounting records of the Company; provided, that, if the Registration Statement
or the Prospectus is amended or supplemented solely to include or incorporate by
reference financial information with respect to a fiscal quarter, KPMG may limit
the scope of such letter to the unaudited financial statements included in such
amendment or supplement.
(l) Each acceptance by the Company of an offer for the
purchase of Notes and each sale of Notes to the Agent as principal shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in or made pursuant to this Agreement are true and correct in
all material respects at the time of such acceptance or sale, as the case may
be, as though made at and as of such time, and an undertaking that such
representations and warranties will be true and correct in all material respects
at the time of delivery to the purchaser or his agent, or the Agent, or the
Agent as principal, of the Notes relating to such acceptance, as the case may
be, as though made at and as of such time (and it is understood that such
representations and warranties shall relate to the Registration Statement and
the Prospectus as amended and supplemented to each such time).
(m) Anything to the contrary in this Section 3
notwithstanding, if, at the time of any required notice, amendment or supplement
to the Registration Statement or the Prospectus, the Company shall have
instructed the Agent to suspend solicitation of offers to purchase the Notes in
its capacity as Agent of the Company and the Agent does not then hold any Notes
acquired by it as principal pursuant to a Terms Agreement, the Company shall not
be obligated to furnish or cause to be furnished to the Agent any notice,
certificate, opinion or letter otherwise required until such time as it shall
determine that solicitation of offers to purchase the Notes should be resumed;
and provided further that, prior to resuming such solicitation the Agent shall
be entitled to receive any such notices, certificates, opinions or letters not
previously furnished, accurate as of the date of such notice, certificate,
opinion or letter.
4. Conditions to the Obligations of the Agent. The Agent's
obligations to solicit offers to purchase Notes as agent of the Company, the
Agent's obligations to
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purchase Notes as principal pursuant to any Terms Agreement or otherwise and the
obligation of any other purchaser to purchase Notes from the Company will be
subject to the accuracy in all material respects of the representations and
warranties on the part of the Company herein contained, to the accuracy of the
statements of the Company's officers made in each certificate furnished pursuant
to the provisions hereof and to the performance and observance by the Company of
all covenants and agreements herein contained on its part to be performed and
observed (in the case of the Agent's obligations to solicit offers to purchase
Notes, at the time of such solicitation, and, in the case of the Agent's or any
other purchaser's obligation to purchase Notes, at the time the Company accepts
the offer to purchase such Notes and at the time of purchase) and (in each case)
to the following additional conditions precedent when and as specified:
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change in or
affecting particularly the business or properties of the Company and its
subsidiaries from that set forth in the Registration Statement, as
amended or supplemented, that, in the Agent's judgment, makes it
impracticable to market the Notes on the terms and in the manner
contemplated in the Prospectus except, in the case of any purchase of
Notes by the Agent as principal, as disclosed to the Agent in writing by
the Company before it accepted the offer to purchase such Notes.
(ii) There shall not have occurred any (A)
suspension or material limitation of trading in securities generally on
the New York Stock Exchange, or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any securities
of the Company on any exchange or in the over-the-counter market, (B)
declaration of a general moratorium on commercial banking activities in
New York by either federal or New York state authorities or (C) any
outbreak or escalation of major hostilities in which the United States
is involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency that, in the Agent's
judgment, is material and adverse and, in the case of any of the events
described in clauses (ii)(A) through (C), such event makes it, in the
Agent's judgment, impracticable to market the Notes on the terms and in
the manner contemplated by the Prospectus, as amended or supplemented,
except, in the case of any purchase of Notes by the Agent as principal,
for any such event occurring before the Company accepted the offer to
purchase such Notes.
(iii) There shall not have been any downgrading, nor
any notice given of any intended downgrading, in the rating accorded any
of the Company's securities by Moody's or Standard & Poor's or, if one
of them no longer rates the securities of the Company, another
"nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Act, except, in the
case of any purchase of Notes by the Agent as principal, as disclosed to
the Agent in writing by the Company before it accepted the offer to
purchase such Notes.
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(b) On the Commencement Date and, if called for by any
agreement by the Agent to purchase Notes as principal, on the corresponding
Settlement Date:
(i) The Company shall have furnished to the Agent
the opinion of the 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 the Deputy General Counsel of the Company (or other counsel for the
Company reasonably acceptable to the Agent) and, if called for by a
Terms Agreement, the opinion of other counsel, dated the Commencement
Date or the Settlement Date, as the case may be, to the effect set forth
in Exhibit C hereto.
(ii) The Agent shall have received from Dewey
Ballantine (or other counsel reasonably acceptable to the Agent and the
Company), counsel for the Agent, an opinion dated the Commencement Date
or the Settlement Date, as the case may be, to the effect set forth in
Exhibit D hereto.
(iii) The Company shall have furnished to the Agent a
certificate of the Company, signed by the Chairman of the Board, any
Vice Chairman, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, the Deputy Treasurer or the Deputy General
Counsel and by the Controller or the principal financial or accounting
officer of the Company (or another officer or officers acceptable to the
Agent), dated the Commencement Date or the Settlement Date, as the case
may be, to the effect that each signatory of such certificate, to the
best of his or her knowledge, after reasonable investigation, certifies
that:
(A) the representations and warranties of
the Company in this Agreement are true and correct in all
material respects on and as of the date of such certificate with
the same effect as if made on the date of such certificate and
the Company has complied in all material respects with all the
agreements and satisfied in all material respects all the
conditions on its part to be performed or satisfied as a
condition to the obligations of the Agent under this Agreement;
(B) no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or, to
their knowledge, have been threatened; and
(C) since the date of the most recent
financial statements included in the Prospectus, as amended and
supplemented, there has been no material adverse change in the
consolidated financial condition or results of operations of the
Company and its subsidiaries,
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taken as a whole, which is not disclosed in the Prospectus, as
amended or supplemented.
(iv) KPMG, or another nationally recognized
independent accounting firm, shall have furnished to the Agent a
letter or letters, dated the Commencement Date or the Settlement
Date, as the case may be, in form and substance reasonably
satisfactory to the Agent, to the effect set forth in Exhibit E
hereto.
(v) The Company shall have furnished to the
Agent such appropriate further information, certificates and
documents as the Agent may reasonably request.
5. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless the Agent
against any losses, claims, damages or liabilities, joint or several, to which
the Agent may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement when it became effective,
the Prospectus, or any amendment or supplement thereto, or any related
Preliminary Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading and will reimburse
the Agent for any legal or other expenses reasonably incurred by it in
connection with investigating or defending against such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Agent
specifically for use in the preparation thereof and such indemnity with respect
to any preliminary prospectus, the Prospectus or any preliminary supplemental
prospectus, shall not inure to the benefit of the Agent (or any person
controlling the Agent) if the Company shall have delivered sufficient quantities
of the Prospectus, as amended and supplemented, to the Agent within a reasonable
time prior to the earlier of the delivery of the written confirmation of the
sale of such Notes or the delivery of such Notes to the person asserting such
loss, claim, damage, liability or action for which indemnification is sought,
and the Prospectus as so amended and supplemented (excluding documents
incorporated by reference) was not sent or given to such person by the Agent at
or prior to the earlier of the delivery of the written confirmation of the sale
of such Notes or the delivery of such Notes to such person in any case where
such sending or giving of a prospectus is required by the Act, and the untrue
statement or omission of a material fact contained in such preliminary
prospectus, such Prospectus or such preliminary supplemental prospectus, was
corrected in the Prospectus, as so amended and supplemented, provided to the
Agent.
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(b) The Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the Registration Statement when such part became
effective, the Prospectus or any amendment or supplement thereto, or any related
Preliminary Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made therein in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of the Agent specifically for use in the preparation thereof, and will reimburse
the Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent that it shall wish, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnified party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent participating in the offering that
gave rise to such losses, claims, damages or liabilities on the other from the
offering of such Notes, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Agent on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company
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on the one hand and the Agent on the other in connection with the offering of
such Notes shall be deemed to be in the same proportion as the total net
proceeds from the offering of such Notes by the Agent (before deducting
expenses) received by the Company bear to the total commissions received by the
Agent in respect thereof. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Agent and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company and the Agent agree that
it would not be just and equitable if contributions pursuant to this subsection
(d) were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the first sentence of this subsection (d). The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim (which
shall be limited as provided in subsection (c) above if the indemnifying party
has assumed the defense of any such action in accordance with the provisions
thereof) which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), the Agent shall not be required to contribute
any amount in excess of the amount by which the total price at which the Notes
were offered and sold to the public by the Agent exceeds the amount of any
damages which the Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Promptly after receipt by an indemnified
party under this subsection (d) of notice of the commencement of any action
against such party in respect of which a claim for contribution may be made
against an indemnifying party under this subsection (d), such indemnified party
shall notify the indemnifying party in writing of the commencement thereof if
the notice specified in subsection (c) above has not been given with respect to
such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under this subsection (d).
(e) The obligations of the Company under this Section 5
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls the Agent within the meaning of the Act or the Exchange Act; and the
obligations of the Agent under this Section 5 shall be in addition to any
liability which the Agent may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed the Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act or the Exchange Act.
6. Termination of the Appointment of the Agent. This Agreement may
be terminated at any time by either party hereto upon the giving of written
notice of such
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termination to the other party hereto. The termination of this Agreement shall
not require termination of any agreement by the Agent to purchase Notes as
principal, and the termination of any such Agreement shall not require
termination of this Agreement. If this Agreement is terminated, neither party
shall have any liability to the other party hereto, except as provided in the
first sentence of the second paragraph of Section 1(a), the last proviso of
Section 3(b), and Sections 3(f), 3(g), 5, 7 and 11 hereof, and except that, if
at the time of termination an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the purchaser or its agent
of the Note or Notes relating thereto has not occurred, the Company's
representations and warranties stated in Section 2 and its obligations under
Sections 1(c), 3(a), 3(b), 3(c), 3(e), 3(h), 3(i), 3(j), 3(k), 3(l) and 4 hereof
shall also remain in full force and effect and not be terminated until the
delivery of such Notes.
7. Representations and Indemnities to Survive. With respect to the
Agent's solicitation of offers to purchase Notes as agent of the Company or the
Agent's obligation to purchase Notes as principal pursuant to any Terms
Agreement or otherwise, the respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and of the Agent
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Agent or the
Company or any of the officers, directors or controlling persons referred to in
Section 5 hereof, and will survive delivery of and payment for the Notes for a
period extending to the earlier of (i) three years from the corresponding
Settlement Date for such Notes or (ii) the expiration of any applicable statute
of limitations governing such solicitation or purchase of Notes.
8. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Agent, will be mailed, delivered
or transmitted to it by any standard form of telecommunications at:
Salomon Smith Barney Inc.
7 World Trade Center
New York, NY 10048 Attention: Medium Term Note
Department
Fax: (212) 783-2274
or, if sent to the Company, will be mailed, delivered or transmitted by any
standard form of telecommunications at:
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Deputy Treasurer
Reference Medium-Term Note Program
Fax: (212) 793-8098
and
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399 Park Avenue
New York, New York 10043
Attention: Deputy General Counsel
Reference Medium-Term Note Program
Fax: (212) 793-3430
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the other
parties hereto.
9. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 5 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 5 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof, except to the extent provided for in Section 4
hereof, are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of the Agent hereunder may not be assigned without the prior
written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of any
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of any Right with respect to
any other occurrence.
11. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
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If the foregoing is in accordance with the Agent's understanding
of this agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and the Agent's acceptance shall represent a binding
agreement between the Company and the Agent.
Very truly yours,
CITIGROUP INC.
By
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date first
written above.
SALOMON SMITH BARNEY INC.
By
Name:
Title:
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Schedule 1
Citigroup Inc.
Medium-Term Notes
Commission Schedule
Unless it is agreed at the time of trade that an Issue of Notes
will be offered to retail investors, Citigroup agrees to pay each Selling Agent
a commission equal to the following percentage of the principal amount of Notes
sold to institutional purchasers solicited by such Selling Agent:
Commission Rate
(as a percentage of
Term principal amount)
---- -----------------
9 months to less than 1 year .125%
1 year to less than 18 months .15
18 months to less than 2 years .20
2 years to less than 3 years .25
3 years to less than 4 years .35
4 years to less than 5 years .45
5 years to less than 6 years .50
6 years to less than 7 years .55
7 years to less than 10 years .60
10 years to less than 15 years .625
15 years to less than 20 years .675
20 years to less than 30 years .75
30 years to less than 50 years .875
50 years to less than 60 years 1.00
Greater than 60 years to be negotiated
S-1-1
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Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES D
MEDIUM-TERM SUBORDINATED NOTES, SERIES D
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated:
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Deputy Treasurer
Re: Distribution Agreement dated _____, 2000
(the "Distribution Agreement")
Subject to the terms and provisions stated below, the
undersigned agrees to purchase the following principal amount of your (check
box):
[ ] Medium-Term Senior Notes, Series D, Due Nine Months or More
from the Date of Issue: $ ; and/or
[ ] Medium-Term Subordinated Notes, Series D, Due Nine Months or
More from the Date of Issue: $ .
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Purchase Price: Interest Rate: Base Rate:
Price to Public: Index Maturity:
A-1
22
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Settlement Date and time: Spread:
Place of delivery: Spread Multiplier:
Original Issue Date: Amortization
Schedule:
Date on which interest
begins to accrue (if
different from Original
Issue Date):
Specified Currency: Initial Interest Rate:
Maturity Date: Interest Reset Dates:
Interest Payment Dates: Maximum Interest Rate:
A-2
23
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Regular Record Dates:
Exchange Rate Agent:
Option to receive payments in
specified currency other than
U.S. Dollars:
Sinking fund:
Total amount OID:
Original yield to maturity: Minimum Interest Rate:
Renewal terms:
A-3
24
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Option to elect repayment:
Optional Repayment Dates:
Optional Repayment prices:
Optional Interest Rate Reset:
Optional Reset Dates:
Optional extension of maturity:
Length of extension period:
A-4
25
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Number of extension periods:
Final Maturity Date:
Depositary:
Optional Redemption Date(s): Interest Reset Period:
Initial Redemption Date: Interest payment
Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption percentage
decrease:
A-5
26
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Other terms:
The provisions of Sections 1(b) and (c) and 2 through 11 of the
Distribution Agreement and the related definitions are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth in
full herein.
Between the date of this Agreement and the Settlement Date with
respect to this Agreement, you will not, without the undersigned's prior
consent, offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company substantially similar to the Medium-Term Senior Notes,
Series D, Due Nine Months or More from the Date of Issue and the Medium-Term
Subordinated Notes, Series D, Due Nine Months or More from the Date of Issue
(other than (i) the Notes to be sold pursuant to this Agreement and (ii)
commercial paper issued in the ordinary course of business), except as may
otherwise be provided herein.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Distribution Agreement will be
required:
A-6
27
SALOMON SMITH BARNEY INC.
By
------------------------------
Name:
Title:
Accepted:
CITIGROUP INC.
By
------------------------------
Name:
Title:
A-7
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Exhibit B
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
_____, 2000
The Medium-Term Senior Notes, Series D, Due Nine Months or More
from the Date of Issue (the "Senior Notes") and the Medium-Term Subordinated
Notes, Series D, Due Nine Months or More from the Date of Issue (the
"Subordinated Notes" and, together with the Senior Notes, the "Notes") of
Citigroup Inc. (the "Company") are to be offered on a continuing basis. Salomon
Smith Barney Inc. has agreed, as agent, to solicit purchases of the Notes issued
in fully registered form. (The term "Agent" when used in these Administrative
Procedures, means Salomon Smith Barney Inc.). The Agent will not be obligated to
purchase Notes for its own account. The Notes are being sold pursuant to a
Distribution Agreement between the Company and the agents named therein
(including the Agent) dated the date hereof (the "Distribution Agreement"). The
Notes have been registered with the Securities and Exchange Commission (the
"Commission"). The Bank of New York ("BONY") is the trustee under the Indenture,
dated as of March 15, 1987, as amended from time to time, under which the Senior
Notes will be issued (the "Senior Debt Indenture"). Bank One Trust Company, N.A.
(formerly The First National Bank of Chicago) ("Bank One") is the trustee
(together with BONY, the "Trustees") under the Indenture, dated as of July 17,
1998, as amended from time to time, under which the Subordinated Notes will be
issued (the "Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"). The Senior Notes will constitute part of the
senior debt of the Company and will rank equally with all other unsecured and
unsubordinated debt of the Company. The Subordinated Notes will be subordinate
and junior in the right of payment to all Senior Indebtedness of the Company, to
the extent and in the manner set forth in the Subordinated Debt Indenture.
The Distribution Agreement provides that Notes may also be
purchased by the Agent acting solely as principal and not as agent. In the event
of any such purchase, the functions of both the Agent and the beneficial owner
under the administrative procedures set forth below shall be performed by the
Agent acting solely as principal, unless otherwise agreed to between the Company
and the Agent acting as principal.
Each Note will be represented by either a Global Security (as
defined hereinafter) or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Each Global Security
representing Senior Notes will be delivered to BONY, and each Global Security
representing Subordinated Notes will be delivered to Bank One, 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),
B-1
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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.
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.
Administrative procedures and specific terms of the offering are
explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indentures, the
Notes or the Prospectus Supplement relating to the Notes shall be used herein as
therein defined. Notes for which interest is calculated on the basis of a fixed
interest rate, which may be zero, are referred to herein as "Fixed Rate Notes."
Notes for which interest is calculated on the basis of a floating interest rate
are referred to herein as "Floating Rate Notes." The Company will appoint and
enter into agreements with agents (each a "Calculation Agent") to calculate
interest rates on Floating Rate Notes. Unless otherwise specified in a Pricing
Supplement, BONY will be the Calculation Agent for each Senior Note that is a
Floating Rate Note and Bank One will be the Calculation Agent for each
Subordinated Note that is a Floating Rate Note. To the extent the procedures set
forth below conflict with the provisions of the Notes, the Indentures, DTC's
operating requirements or the Distribution Agreement, the relevant provisions of
the Notes, the Indentures, DTC's operating requirements and the Distribution
Agreement shall control. The Company may, at its option, appoint Citibank, N.A.
to act as paying agent.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, BONY and Bank One
(together, the "DTC Agents") will perform the custodial, document control and
administrative functions described below for the Senior Notes and the
Subordinated Notes, respectively. BONY will perform such functions in accordance
with its respective obligations under a Letter of Representations from the
Company and BONY to DTC dated as of the date hereof and a Medium-Term Note
Certificate Agreement between BONY and DTC, dated as of August 17, 1989 and as
amended to date, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS"). Bank One will perform such functions
in
B-2
30
accordance with its respective obligations under a Letter of Representations
from the Company and Bank One to DTC dated as of the date hereof and a
Certificate Agreement between DTC and Bank One, dated as of May 26, 1989, and as
amended to date, and its obligations as a participant in DTC, including DTC's
SDFS.
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 $400,000,000 principal amount of
all such Book-Entry Notes of the same
Series that have the same Original
Issue Date, Original Issue Discount
provisions, if any, Interest Payment
Dates, Regular Record Dates, Interest
Payment Period, redemption, repayment
and extension provisions, if any,
Stated Maturity, and, in the case of
Fixed Rate Notes, interest rate, and
amortization schedule, if any, or, in
the case of Floating Rate Notes,
Initial Interest Rate, Base Rate,
Index Maturity, Interest Reset Period,
Interest Reset Dates, Spread and/or
Spread Multiplier, if any, Minimum
Interest Rate, if any, and Maximum
Interest Rate, if any and, in each
case, any other relevant terms
(collectively, the "Terms"). Each
Global Security will be dated and
issued as of the date of its
settlement. Each Global Security will
bear an Original Issue Date, which
will be (i) with respect to an
original Global Security (or any
portion thereof), the Original Issue
Date specified in such Global Security
and (ii) following a consolidation of
Global Securities, with respect to the
Global Security resulting from such
consolidation, the most recent
Interest Payment Date to which
interest has been paid or duly
provided for on the predecessor Global
Securities, regardless of the date of
authentication of such resulting
Global Security. No Global Security
will represent (i) both Fixed Rate and
Floating Rate Book-Entry Notes or (ii)
any Certificated Note or (iii) both
Senior Notes and Subordinated Notes.
Identification Numbers: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corpora-
B-3
31
tion (the "CUSIP Service Bureau") for
the reservation of two series of CUSIP
numbers, one for Senior Notes and one
for Subordinated 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 have 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, and, if
it deems necessary, the Company will
reserve additional CUSIP numbers for
assignment to Global Securities. Upon
obtaining such additional CUSIP numbers,
the Company shall deliver a list of such
additional CUSIP numbers to either or
both DTC Agents, as needed, and to DTC.
Registration: Global Securities will be issued only
in fully registered form without
coupons. Each Global Security will be
registered in the name of CEDE & CO.,
as nominee for DTC, on the securities
register for the Notes (the "Securities
Register") maintained under the
applicable Indenture. The beneficial
owner of a Book-Entry Note (or one or
more indirect participants in DTC
designated by such owner) will
designate one or more participants in
DTC (with respect to such Book-Entry
Note, the "Participants") to act as
agent or agents for such owner in
connection with the book-entry system
maintained by DTC, and DTC will record
in book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such beneficial owner in
such Book-Entry Note in the account of
such Participants. The ownership
interest of such beneficial owner (or
such participant) in such
B-4
32
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 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
B-5
33
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
mark the predecessor Global Security
"canceled," make appropriate entries in
the DTC Agent's records and destroy such
canceled Global Security in accordance
with the terms of the applicable
Indenture and deliver a certificate of
destruction to the Company.
Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed
$400,000,000 in aggregate principal
amount, one Global Security will be
authenticated and issued to represent
each $400,000,000 of principal amount of
the exchanged Global Securities and an
additional Global Security will be
authenticated and issued to represent
any remaining principal amount of such
Global Securities (see " Denominations"
below).
Maturities: Each Book-Entry Note will mature on a
date nine months or more after the
issue date for such Note. A Floating
Rate Book-Entry Note will mature only
on an Interest Payment Date for such
Note.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any
amount in excess thereof that is an
integral multiple of $1,000. If
Book-Entry Notes are denominated in a
Specified Currency other than U.S.
dollars, the denominations of such
Notes will be determined pursuant to
the provisions of the applicable
Pricing Supplement. Global Securities
will be denominated in principal
amounts not in excess of $400,000,000
(or the equivalent thereof). If one or
more Book-Entry Notes having an
aggregate principal amount in excess of
$400,000,000 (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 $400,000,000
principal amount (or the equivalent
thereof) of such
B-6
34
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 same CUSIP
number.
Notice of Redemption Dates: Each DTC Agent will, with respect to
the Notes for which it is the 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 applicable
Letter of Representations.
Interest: General. Unless otherwise indicated in
the applicable Pricing Supplement,
interest, if any, on each Book-Entry
Note will accrue from the Original
Issue Date (or such other date on which
interest otherwise begins to accrue (if
different than the Original Issue
Date)) of the Global Security
representing such Book-Entry Note for
the first interest period or the last
date to which interest has been paid,
if any, for each subsequent interest
period, on the Global Security
representing such Book-Entry Note, and
will be calculated and paid in the
manner and on the Interest Payment
Dates described in such Book-Entry Note
and in the Prospectus (as defined in
the Distribution Agreement), as
supplemented by the applicable Pricing
Supplement. Unless otherwise specified,
each payment of interest on a
Book-Entry Note will include interest
accrued to but excluding the Interest
Payment Date; provided, that in the
case of Floating Rate Notes that reset
daily or weekly, interest payments will
include interest accrued to but
excluding the next preceding Regular
Record Date, except that at stated
Maturity, the interest payable will
include interest accrued to, but
excluding, the Maturity. Interest
payable at the Maturity of a Book-Entry
Note will be payable to the Person to
whom the principal of such Note is
payable. Standard & Poor's Corporation
will use the information received in
the pending deposit message described
under Settlement Procedure "C" below in
order to include the amount of any
interest
B-7
35
payable and certain other information
regarding the related Global Security in
the appropriate (daily or weekly) bond
report published by Standard & Poor's
Corporation.
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 Interest: Payment of Interest Only. Promptly
after each Regular Record Date, the DTC
Agent for each Global Security will
deliver to the Company and DTC a
written notice setting forth, by CUSIP
number, the amount of interest to be
paid on each Global Security on the
following Interest Payment Date (other
than an Interest Payment Date
coinciding with Maturity) and the total
of such amounts. DTC will confirm the
amount payable on each Global Security
on such Interest Payment Date by
reference to the appropriate (daily or
weekly) bond reports published by
Standard & Poor's Corporation. The
Company will pay to 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. In the case of a
Floating Rate Note that is a LIBOR note
or a EURIBOR note (each as described in
the Prospectus), if postponement to the
next business day would cause the
interest payment date to be in the next
succeeding calendar month, the Interest
Payment Date will instead be the
immediately preceding Business Day.
Payments at Maturity or Upon
Redemption. On or about the first
Business Day of each
B-8
36
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 on a
Redemption Date in the following month.
The DTC Agent for each Global Security,
the Company and DTC will confirm the
amounts of such principal and interest
payments with respect to each such
Global Security on or about the fifth
Business Day preceding the Maturity Date
or Redemption Date of such Global
Security. On or before such Maturity or
Redemption, the Company will pay to the
Trustee for the Notes represented by
such Global Security the principal
amount or redemption price of such
Global Security, together with interest
due at such Maturity or redemption in
the manner set forth below under "Manner
of Payment." 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 or redemption price due on the
Maturity Date or Redemption Date of such
Global Security, the Trustee for such
Global Security will cancel and destroy
such Global Security in accordance with
the applicable Indenture and, if
requested, deliver a certificate of
destruction to the Company.
Manner of Payment. The total amount of
any principal and interest or
redemption price due on Global
Securities on any Interest Payment Date
or at Maturity or upon redemption or
repayment shall be paid by the Company
to 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
B-9
37
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 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 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
B-10
38
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 $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 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 or
principal or redemption payment on a
Book-Entry Note will be determined and
withheld by the Participant, indirect
participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial
owner of such Note.
Procedures upon Company's Company Notice to Trustee regarding
Exercise of Optional Reset or Exercise of Optional Reset. Not less
than 45
B-11
39
Optional Extension of Maturity: or more than 60 days before an
Optional Reset Date as set forth in a
Book-Entry Note, the Company will notify
the Trustee for such Book-Entry Note
whether it is exercising its option to
reset the interest rate or Spread or
Spread Multiplier, as the case may be,
for such Book-Entry Note, and if so, (i)
the new interest rate or Spread or
Spread Multiplier, as the case may be,
for such Book-Entry Note during the
period from such Optional Reset Date to
the next Optional Reset Date as set
forth in such Book-Entry Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Book-Entry Note (the "Subsequent
Interest Period"); and (ii) the
provisions, if any, for redemption of
such Book-Entry Note during such
Subsequent Interest Period, including
the date or dates on which or the
period or periods during which such
redemption may occur during such
Subsequent Interest Period.
Company Notice to Trustee regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Book-Entry Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee for such Book-Entry Note no
less than 45 or more than 60 days before
the Stated Maturity of such Book-Entry
Note, and will further indicate (i) the
new Stated Maturity; (ii) the interest
rate or Spread or Spread Multiplier, as
the case may be, applicable to the
extension period; and (iii) the
provisions, if any, for redemption of
such Book-Entry Note during such
extension period, including the date or
dates on which or the period or periods
during which such redemption may occur
during such extension period.
Trustee Notice to DTC regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
Trustee for the Book-Entry Note will
deliver a notice to DTC not less than 40
days before the Optional Reset Date (in
which case a "Reset Notice") or the
Stated Maturity (in which case an
"Extension Notice"), as the case may be,
which Reset Notice or Extension Notice
shall identify such Book-Entry Note by
CUSIP number and shall contain the
information required by the terms of the
Book-Entry Note.
B-12
40
Trustee Notice to Company regarding
Option to be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, DTC exercises the option for
repayment by tendering the Global
Security representing the Book-Entry
Note to be repaid as set forth in such
Note, the Trustee for such Book-Entry
Note shall give notice to the Company
not less than 22 days before the
Optional Reset Date or the old Stated
Maturity, as the case may be, of the
principal amount of Book-Entry Notes to
be repaid on such Optional Reset Date or
old Stated Maturity, as the case may be.
Company Notice regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
interest rate or Spread or Spread
Multiplier provided for in the Reset
Notice and establish a higher interest
rate or Spread or Spread Multiplier for
an Optional Reset Period or extension
period, as the case may be, it shall,
not less than 20 days before such
Optional Reset Date or old Stated
Maturity, so notify the Trustee for the
affected Book-Entry Note. The Trustee
will immediately thereafter notify DTC
of the new interest rate or Spread or
Spread Multiplier applicable to such
Book-Entry Note.
Trustee Notice to Company regarding DTC
Revocation of Option to be Repaid. If,
after DTC has tendered any Book-Entry
Notes for repayment pursuant to an
Extension Notice or an Reset Notice, DTC
then revokes such tender for repayment,
the Trustee for such Book-Entry Notes
shall give notice to the Company not
less than five days prior to the Stated
Maturity or Optional Reset Date, as the
case may be, of such revocation and of
the principal amount of 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
B-13
41
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.
Procedures upon Company's Company Notice to Trustee regarding
Exercise of Optional Exercise of Optional Redemption. At
Redemption: least 45 days prior to the date on
which it intends to redeem a Book-Entry
Note, the Company will notify the
Trustee for such Book-Entry Note that
it is exercising such option with
respect to such Book-Entry Note on such
date and the redemption price of such
Book-Entry Notes.
Trustee Notice to DTC regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Book-Entry Note, the Trustee
will, at least 30 days before the
Redemption Date for such Book-Entry
Note, hand deliver to DTC a notice
identifying such Book-Entry Note by
CUSIP number and informing DTC of the
Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or
before any Redemption Date, the Company
shall deposit with 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 Trustee Notice to Company of Option to
and Interest Upon be Repaid. Upon receipt of notice of
Exercise of Optional exercise of the option for repayment
Repayment (Except and the Global Securities representing
Pursuant to the Book-Entry Notes so to be repaid as
Company's Exercise set forth in such Notes, the Trustee
of Optional Reset or for such Book-Entry Notes shall (unless
Optional Extension): 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
B-14
42
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.
Procedure for Rate The Company and the Agent will discuss
Setting and Posting: from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Book-Entry Notes that may be sold
as a result of the solicitation of
orders by the Agent. If the Company
decides to set prices of, and rates
borne by, any Book-Entry Notes in
respect of which the Agent is to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise the Agent of the prices
and rates to be posted.
Acceptance and Rejection of Orders: Unless otherwise instructed by the
Company, the Agent will advise the
Company promptly by telephone of all
orders to purchase Book-Entry 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 Supplement: If any order to purchase a Book-Entry
Note is accepted by or on behalf of the
Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the terms of
such Book-Entry Note, will file one
copy
B-15
43
thereof by electronic submission with
the Commission in accordance with the
applicable paragraph of Rule 424(b)
under the Act, will deliver such number
of copies thereof to the Agent as the
Agent shall request and will, on the
Agent's behalf, file three 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 Salomon Smith Barney
Inc., 7 World Trade Center, New York,
New York 10048 (with a copy transmitted
by telecopy to (212) 783-2274,
Attention: Medium Term Note
Department).
Suspension of Subject to the Company's
Solicitation: representations, warranties and
Amendment or covenants contained in the Distribution
Supplement: Agreement, the Company may instruct the
Agent to suspend at any time, for any
period of time or permanently, the
solicitation of orders to purchase
Book-Entry Notes. Upon receipt of
Amendment or such instructions, the
Agent will forthwith suspend
solicitation until such time as the
Company has advised it such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agent, the
Trustees and the DTC Agents whether
such orders may be settled and whether
copies of
B-16
44
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 A copy of the Prospectus and a Pricing
Prospectus: 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.
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
B-17
45
Date." All orders accepted by the
Company will be settled on the third
Business Day next succeeding the date of
acceptance pursuant to the timetable for
settlement set forth below unless the
Company and the purchaser agree to
settlement on another day which shall be
no earlier than the Business Day next
succeeding the date of sale.
Settlement Settlement Procedures with regard to
Procedures: 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.
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9. Denominated currency, Indexed
Currency, Base Exchange Rate, and the
Determination Date, if applicable.
10. Price.
11. Agent's commission, determined
as provided in the Distribution
Agreement.
12. Whether such Book-Entry Note is
an OID Note and, if so, the total amount
of OID, the yield to maturity and the
initial accrual period OID.
13. Any other terms necessary to
describe the Book-Entry Note.
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 Corporation,
Interactive Data Corporation, the Agent
B-19
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and, upon request, the Trustee for
such Notes:
1. The information set forth in
Settlement Procedure "A."
2. Identification as a Fixed Rate
Book-Entry Note or a Floating Rate
Book-Entry Note.
3. The Initial Interest Payment
Date for such Book-Entry Note, number of
days by which such date succeeds the
related Regular Record Date and amount
of interest payable on such Interest
Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global
Security representing such Book-Entry
Note.
6. The participant account numbers
maintained by DTC on behalf of the
Trustee and the Agent.
7. Whether such Global Security
will represent any other Book-Entry Note
(to the extent known at such time).
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
B-20
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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.
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
B-21
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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.
Settlement Procedures For sales by the Company of Book-Entry
Timetable: Notes solicited by the Agent and
accepted by the Company (except pursuant
to a Terms Agreement) for settlement on
the first Business Day after the sale
date, Settlement Procedures "A" through
"K" set forth above shall be completed
as soon as possible but not later than
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
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
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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 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
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all the Book-Entry Notes represented by
a Global Security, the Trustee for the
Notes represented by such Global
Security will mark such Global Security
"canceled," make appropriate entries in
such Trustee's records and destroy the
canceled Global Security in accordance
with the applicable Indenture and, if
requested, deliver a certificate of
destruction to the Company. The CUSIP
number assigned to such Global Security
shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not
immediately reassigned. If a withdrawal
message is processed with respect to one
or more, but not all, of the Book-Entry
Notes represented by a Global Security,
the DTC Agent for such Book-Entry Notes
will exchange such Global Security for
two Global Securities, one of which
shall represent such Book-Entry Notes
and shall be canceled immediately after
issuance and the other of which shall
represent the other Book-Entry Notes
previously represented by the
surrendered Global Security and shall
bear the CUSIP number of the surrendered
Global Security.
If the purchase price for any Book-Entry
Note is not timely paid to the
Participants with respect to such Note
by the beneficial purchaser thereof (or
a Person, including an indirect
participant in DTC, acting on behalf of
such purchaser), such Participants and,
in turn, the Presenting Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System reversing
the orders entered pursuant to
Settlement Procedures "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 Distribution Agreement,
then the Company will reimburse the
Agent for the loss of the use of the
funds during the period when they were
credited to the account of the Company.
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52
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any
actions in accordance with its SDFS
operating procedures then in effect. In
the event of a failure to settle with
respect to one or more, but not all, of
the Book-Entry Notes to have been
represented by a Global Security, the
DTC Agent for such Book-Entry Note or
Notes will provide, in accordance with
Settlement Procedures "E" and "G," for
the authentication and issuance of a
Global Security representing the other
Book-Entry Notes, which have not failed
to settle, to have been represented by
such Global Security and will make
appropriate entries in its records.
Trustees Not to Risk Funds: Nothing herein shall be deemed to
require either 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
Signatures: Trustees to 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 The Agent shall forward to the Company,
Expenses: on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms
of the Distribution Agreement. The
Company will remit payment to the Agent
currently on a monthly basis.
B-25
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Advertising The Company will determine with the
Costs: Agent the amount of advertising that may
be appropriate in soliciting offers to
purchase the Book-Entry Notes.
Advertising expenses will be paid by the
Company.
B-26
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PART II
Administrative Procedures for Certificated Notes
Each Trustee will serve as registrar and transfer agent in connection with
the Certificated Notes for which it serves as Trustee.
Issuance: Each Certificated Note will be dated and
issued as of the date of its
authentication by the applicable
Trustee. Each Certificated Note will
bear an Original Issue Date, which will
be (i) with respect to an original
Certificated Note (or any portion
thereof), its original issuance date
(which will be the settlement date) and
(ii) with respect to any Certificated
Note (or portion thereof) issued
subsequently upon transfer or exchange
of a Certificated Note or in lieu of a
destroyed, lost or stolen Certificated
Note, the Original Issue Date of the
predecessor Certificated Note,
regardless of the date of authentication
of such subsequently issued Certificated
Note.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Maturities: Each Certificated Note will mature on a
date nine months or more after the issue
date for such Note. A Floating Rate
Certificated Note will mature only on an
Interest Payment Date for such Note.
Currency: The Specified Currency for a
Certificated Note shall be as set forth
therein and in the applicable Pricing
Supplement.
Denominations: The denomination of any Certificated
Note denominated in U.S. dollars will be
a minimum of $1,000 or any amount in
excess thereof that is an integral
multiple of $1,000. The authorized
denominations of Certificated Notes
denominated in a Specified Currency
other than U.S. dollars shall be
determined as set forth in the
applicable Pricing Supplement.
Interest: General. Unless otherwise indicated in
the applicable Pricing Supplement,
interest, if any, on each Certificated
Note will accrue from the
B-27
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Original Issue Date (or such other date
on which interest otherwise begins to
accrue (if different from the Original
Issue Date)) of such Note for the first
interest period or the last date to
which interest has been paid, if any,
for each subsequent interest period, on
such Note, and will be calculated and
paid in the manner and on the dates
described in such Note and in the
Prospectus, as supplemented by the
applicable Pricing Supplement. Unless
otherwise specified therein, each
payment of interest on a Certificated
Note will include interest accrued to
but excluding the Interest Payment Date
(provided that, in the case of
Certificated Notes which reset daily or
weekly, interest payments will include
accrued interest to and including the
next preceding Regular Record Date),
except that at Stated Maturity, the
interest payable will include interest
accrued to, but excluding, the stated
Maturity (other than a Maturity of a
Fixed Rate Certificated Note occurring
on the 31st day of a month, in which
case such payment of interest will
include interest accrued to but
excluding the 30th day of such month).
Regular Record Dates. 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 Date.
Payments of The applicable Trustee will pay the
Interest: principal amount of each Certificated
Note at Maturity or upon redemption upon
presentation and surrender of such Note
to such Trustee. 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 such Trustee and in turn by the
holder of such Note. Certificated Notes
presented to such Trustee at Maturity or
upon redemption for payment will be
canceled and destroyed by such Trustee,
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)
B-28
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will be made by check drawn on such
Trustee (or another person appointed by
such Trustee) and mailed by such Trustee
to the person entitled thereto as
provided in such Note and the applicable
Indenture; provided, however, that any
holder of $10,000,000 or more of Notes
having the same Interest Payment Dates
will, upon written request prior to the
Regular Record Date in respect of an
Interest Payment Date, be entitled to
receive payment by wire transfer of
immediately available funds. Following
each Regular Record Date, such Trustee
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. Such Trustee 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 such 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. In the case of a Floating Rate
Note that is a LIBOR note or a EURIBOR
note (each as described in the
Prospectus), if postponement to the next
business day would cause the interest
payment date to be in the next
succeeding calendar month, the Interest
Payment Date will instead be the
immediately preceding Business Day.
B-29
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Procedure for Rate The Company and the Agent will discuss
Setting and Posting: from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Notes that may be sold as a result
of the solicitation of orders by the
Agent. If the Company decides to set
prices of, and rates borne by, any Notes
in respect of which the Agent is to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise the Agent of the prices
and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, the Agent will advise the
Company promptly by telephone of all
orders to purchase Certificated Notes
received by the Agent, other than those
rejected by it in whole or in part in
the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agent, the Company
has the sole right to accept orders to
purchase Certificated Notes and may
reject any such orders in whole or in
part. Before accepting any order to
purchase a Certificated Note to be
settled in less than three Business
Days, the Company shall verify that the
Trustee for such Certificated Note will
have adequate time to prepare and
authenticate such Note.
Preparation of Pricing If any order to purchase a Certificated
Supplement: Note is accepted by or on behalf of the
Company, the Company will prepare a
Pricing Supplement reflecting the terms
of such Certificated Note, will file one
copy thereof by electronic submission
with the Commission in accordance with
the applicable paragraph of Rule 424(b)
under the Act, will deliver such number
of copies thereof to the Agent as the
Agent shall request and will, on the
Agent's behalf, file three 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
B-30
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York City time, on the Business Day
following the acceptance of an offer by
or on behalf of the Company: Salomon
Smith Barney Inc., 7 World Trade Center,
New York, New York 10048 (with a copy
transmitted by telecopy to (212)
783-2274, Attention: Medium Term Note
Department).
In each instance that a Pricing
Supplement is prepared, the Presenting
Agent will affix the Pricing Supplement
to Prospectuses prior to their use.
Outdated Pricing Supplements and the
Prospectuses to which they are attached
(other than those retained for files),
will be destroyed.
Suspension of Subject to the Company's
Solicitation; representations, warranties and
Amendment or covenants contained in the Distribution
Supplement: Agreement, the Company may instruct the
Agent to suspend at any time for any
period of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agent will forthwith
suspend solicitation until such time as
the Company has advised it that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agent and the
Trustees whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Certificated
Note must accompany or precede the
earliest of any written offer of such
Certificated Note, confirmation of the
purchase of such Certificated Note and
pay-
B-31
59
ment 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.
SettlementProcedures: Settlement Procedures with regard to
each Certificated Note sold by the
Company to or through the Agent, as
agent (except pursuant to a Terms
Agreement), shall be as follows:
A. The Agent will advise the Company
by telephone (or by facsimile
transmission or other acceptable
written means) that such Note is a
Certificated Note and of the
following settlement information,
in time for
B-32
60
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).
14. Agent's commission, if any,
determined as provided in the
Distribution Agreement.
B-33
61
15. Whether such Certificated Note
is an OID Note, and, if so, the total
amount of OID and the yield to maturity.
16. Any other terms necessary to
describe the Certificated Note.
B. The Company will advise the
relevant Trustee by telephone
(confirmed in writing at any time
on the sale date), written
telecommunication or electronic
transmission of the information set
forth in Settlement Procedure "A"
above and the name of the
Presenting Agent.
C. The Company will deliver to the
relevant Trustee a pre-printed
four-ply packet for such
Certificated Note, which packet
will contain the following
documents in forms that have been
approved by the Company, the Agent
and the Trustee:
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 pay-
B-34
62
ment to the account of the Company
are revoked, the Company will as
promptly as possible wire transfer
to the account of the Agent an
amount of immediately available
funds equal to the amount of such
payment made.
E. Unless the Agent purchased the Note
as principal, the Agent will
deliver such Certificated Note
(with the confirmation) to the
customer against payment in
immediately payable funds. The
Agent will obtain the
acknowledgment of receipt of such
Certificated Note by retaining Stub
Two.
F. The Trustee will send Stub Three to
the Company by first-class mail.
Settlement For orders of Certificated Notes
Procedures solicited by the Agent, as agent, and
Timetable: accepted by the Company, Settlement
Procedures "A" through "F" set forth
above shall be completed on or before
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day before
settlement
B On the day two Business Days
before settlement date.
C 2:15 P.M. two Business Days
before settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Procedures upon Company Notice to Trustee regarding
Company's Exercise Exercise of Optional Reset. Not less
of Optional Reset than 45 or more than 60 days before an
or Extension of Optional Reset Date as set forth in a
Maturity: Certificated Note, the Company will
notify the Trustee for such Certificated
Note whether it is exercising its option
to reset the interest rate or Spread or
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63
Spread Multiplier, as the case may be,
for such Certificated Note, and if so,
(i) the new interest rate or Spread or
Spread Multiplier, as the case may be,
for such Certificated Note during the
period from such Optional Reset Date to
the next Optional Reset Date as set
forth in such Certificated Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Certificated Note (the "Subsequent
Interest Period"); and (ii) the
provisions, if any, for redemption of
such Certificated Note during such
Subsequent Interest Period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such Subsequent
Interest Period.
Company Notice to Trustee regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Certificated Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee for such Certificated Note
not less than 45 or more than 60 days
before the Stated Maturity of such
Certificated Note, and will further
indicate (i) the new Stated Maturity;
(ii) the interest rate or Spread or
Spread Multiplier, as the case may be,
applicable to the extension period; and
(iii) the provisions, if any, for
redemption of such Certificated Note
during such extension period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such extension period.
Trustee Notice to Holders regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
Trustee for the Certificated Note will
mail a notice, first class, postage
prepaid, to the Holder of the
Certificated Note not less than 40 days
before the Optional Reset Date (in which
case a "Reset Notice") or the Stated
Maturity (in which case an "Extension
Notice"), as the case may be, which
Reset Notice or Extension Notice shall
contain the information required by the
terms of the Certificated Note.
Trustee Notice to Company regarding
Option to be Repaid. If, after receipt
of either a Reset
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Notice or an Extension Notice, any
Holder of a Certificated Note exercises
the option for repayment by tendering
the Certificated Note to be repaid as
set forth in the Certificated Note, the
Trustee for such Certificated Note shall
give notice to the Company not less than
22 days before the Optional Reset Date,
or the old Stated Maturity, as the case
may be, of the principal amount of
Certificated Notes to be repaid on such
Optional Reset Date or old Stated
Maturity, as the case may be.
Company Notice regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
interest rate or Spread or Spread
Multiplier and establish a higher
interest rate or Spread or Spread
Multiplier for an Optional Reset Period
or extension period, as the case may be,
it shall, not less than 20 days before
such Optional Reset Date or old Stated
Maturity, so notify the Trustee for the
affected Certificated Note. The Trustee
will immediately thereafter notify the
Holder of such Certificated Note, by
first class mail, postage prepaid, of
the new higher interest rate or Spread
or Spread Multiplier applicable to such
Certificated Note.
Trustee Notice to Company regarding
Holder Revocation of Option to be
Repaid. If, after the Holder of a
Certificated Note has tendered such Note
for repayment pursuant to an Extension
Notice or a Reset Notice, such Holder
revokes such tender for repayment, the
Trustee for such Certificated Note shall
give notice to the Company not less than
five days prior to the Stated Maturity
or Optional Reset Date, as the case may
be, of such revocation and of the
principal amount of Certificated Notes
for which tender for repayment has been
revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before any Optional Reset Date, the
Company shall deposit with such Trustee
an amount of money sufficient to pay the
principal amount, plus interest accrued
to such old Stated Maturity or Optional
Reset
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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
Company's Exercise Exercise of Optional Redemption. At
of Optional least 45 days prior to the date on which
Redemption: it intends to redeem a Certificated
Note, the Company will notify the
Trustee for such Certificated Note that
it is exercising such option with
respect to such Note on such date.
Trustee Notice to Holders regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Certificated Note, the Trustee
for such Certificated Note will, at
least 30 days before the Redemption Date
for such Certificated Note, mail a
notice, first class, postage prepaid, to
the Holder of such Certificated Note,
informing such Holder of the Company's
exercise of such option with respect to
such Certificated Note.
Payments of Principal and Trustee Notice to Company of Option to
Interest Upon Exercise of be Repaid. Upon receipt of notice of
Optional Repayment (Except exercise of the option for repayment and
Pursuant to Company's the Certificated Notes to be repaid as
Exercise of Optional Reset or set forth in such Notes, the Trustee for
Optional Extension): such Certificated Notes shall (unless
such notice was received pursuant to the
Company's exercise of an optional reset
or an optional extension of maturity, in
each of which cases the relevant
procedures set forth above shall be
followed) give notice to the Company not
less than 20 days prior to each Optional
Repayment Date of such Optional
Repayment Date and of the principal
amount of Certificated Notes to be
repaid on such Optional Repayment Date.
Failure to Settle: If a purchaser fails to accept delivery
of and make payment for any Certificated
Note, the Agent will notify the Company
and the applica-
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ble 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 hereunder
and under the Distribution Agreement
with the Company, then the Company will
reimburse the Agent or the applicable
Trustee, as appropriate, on an equitable
basis for its loss of the use of the
funds during the period when they were
credited to the account of the Company.
Immediately upon receipt of the
Certificated Note in respect of which
such failure occurred, the applicable
Trustee will mark such Note "canceled,"
make appropriate entries in the
applicable Trustee's records and send
such Note to the Company.
Trustees Not to Risk Nothing herein shall be deemed to
Funds: require either 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
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 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
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monthly basis, a statement of the
out-of-pocket expenses incurred by the
Agent during that month that are
reimbursable to it pursuant to the terms
of the Distribution Agreement. The
Company will remit payment to the Agent
currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agent the amount of advertising that may
be appropriate in soliciting orders to
purchase the Certificated Notes.
Advertising expenses will be paid by the
Company.
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Exhibit C
Opinion of the Deputy General Counsel of the Company
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Exhibit D
Opinion of Counsel for the Agent
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Exhibit E
Letter from Accountants
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Exhibit F
MEDIUM-TERM SENIOR NOTES, SERIES D
MEDIUM-TERM SUBORDINATED NOTES, SERIES D
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
----------
ADDITIONAL AGENTS AGREEMENT
----------
New York, New York
Dated as of
The Agent(s) Named in Schedule I Hereto
Ladies and Gentlemen:
Reference is made to the Distribution Agreement (including the exhibits
thereto), dated as of _____, 2000 (the "Distribution Agreement") between
Citigroup Inc., a Delaware corporation ("Citigroup"), and Salomon Smith Barney
Inc., as Agent, relating to the issue and sale from time to time of Citigroup's
Medium-Term Senior Notes, Series D, Due Nine Months or More from the Date of
Issue (the "Senior Notes") and Citigroup's Medium-Term Subordinated Notes,
Series D, Due Nine Months or More from the Date of Issue (the "Subordinated
Notes" and, together with the Senior Notes, the "Notes"). The Distribution
Agreement has been attached hereto as Annex A.
WHEREAS, Citigroup is permitted under the terms of the Distribution
Agreement to enter into agreements similar to the Distribution Agreement with
other parties; and
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72
WHEREAS, the Agent(s) named in Schedule I hereto (the "Agent(s)") and
Citigroup wish to enter into an agreement, similar to the Distribution
Agreement, appointing each Agent as an additional selling agent with respect to
the Notes;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, Citigroup hereby agrees that each Agent shall become an additional Agent
with respect to the Notes and each Agent named herein hereby agrees to become an
Agent with respect to the Notes and to be bound by the terms and conditions of
the Distribution Agreement, which terms and conditions are hereby incorporated
by reference herein, except that the term "Agent" therein shall instead mean
each Agent named herein and no other person shall be deemed to be an Agent under
this Agreement.
Unless sooner terminated in accordance with Section 6 of the
Distribution Agreement as incorporated by reference herein or unless otherwise
mutually agreed by the parties hereto in writing, this Agreement shall terminate
on ___________ __, ____. No such termination shall affect any accrued
obligations under this Agreement. The respective indemnities, agreements,
representations, warranties and other statements of the Agent(s) and Citigroup
and its officers set forth in, or made pursuant to, this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of the Agent(s) or Citigroup or any of
the officers, directors or controlling persons referred to in Section 5 of the
Distribution Agreement as incorporated by reference herein, and will survive
delivery of any payment for any Notes sold by Citigroup. The provisions of
Sections 3(g) and 5 of the Distribution Agreement as incorporated by reference
herein shall survive the termination of this Agreement.
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This Agreement may be signed in counterparts, each of which shall be
deemed an original, which taken together, shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter, including Annex A, and your acceptance shall represent a binding
agreement between you and Citigroup in accordance with its terms.
Very truly yours,
CITIGROUP INC.
By:
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
[ ]
By:
Name:
Title:
[ ]
By:
Name:
Title:
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Schedule I
Agent(s)
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Annex A
Form of Distribution Agreement
F-5