Exhibit 1.04
Citigroup Inc.
Medium-Term Senior Notes, Series F
Medium-Term Subordinated Notes, Series F
Due Nine Months or More from the Date of Issue
DISTRIBUTION AGREEMENT
__________, 2002
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 F, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series F, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Senior Notes are to be issued under an Indenture dated as of March 15, 1987, as
supplemented by the First Supplemental Indenture dated as of December 15, 1988,
the Second Supplemental Indenture dated as of January 31, 1991, the Third
Supplemental Indenture dated as of December 9, 1992 and the Fourth Supplemental
Indenture dated as of November 2, 1998 (as so supplemented or as it may from
time to time be further supplemented or amended by one or more indentures
supplemental thereto, the "Senior Debt Indenture"), between the Company and The
Bank of New York, as trustee (the "Senior Debt Trustee"). The Subordinated Notes
are to be issued under an Indenture dated as of April 12, 2001 (as 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 the Senior Debt Indenture, the "Indentures"),
between the Company and Bank One Trust Company, N.A., as trustee (the
"Subordinated Debt Trustee" and, together with the Senior Debt Trustee, the
"Trustees"). The Notes will have the maturities, interest rates (whether fixed
or floating), redemption provisions and other terms set forth
in pricing supplements to the Prospectus referred to below. The Notes may be
denominated in U.S. dollars, foreign currencies or foreign composite currency
units (the "Specified Currency") as may be specified in the applicable pricing
supplement.
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Notes to the Agent acting
as principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company substantially in the form of
Exhibit F hereto and that the Company will notify the Agent of its agreement
with any other agents, dealers or underwriters, but only if such other agents,
dealers or underwriters are appointed for the duration of this Agreement), the
Company hereby appoints the Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, the Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section l(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to 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.
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
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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.
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
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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 _________, 2002 (the "Commencement Date").
2. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Agent as of the Commencement Date:
(a) A registration statement on Form S-3 (File No. 333- ) has
been filed with and declared effective by the Securities and Exchange Commission
(the "Commission") on ________, 2002, in respect of up to $___________ aggregate
amount of securities of the Company, including the Notes, (of which $___________
remains available for issuance and sale as of the date hereof). Such
registration statement and any post-effective amendments thereto, in the forms
heretofore delivered or to be delivered to the Agent, excluding exhibits to such
registration statement but including all documents incorporated by reference
therein, has been declared effective by the Commission in such form. No other
document with respect to such registration statement (other than a document
incorporated by reference therein) has heretofore been filed or transmitted for
filing with the Commission; and no stop order suspending the effectiveness of
such registration statement has been issued and no proceeding for that
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purpose has been instituted or threatened by the Commission. The various parts
of such registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement at the time such part became effective but excluding the Statements of
Eligibility under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pertaining to the Indentures (the "Forms T-1"), as amended at
the time such part became effective, are being hereinafter collectively called
the "Registration Statement." Any preliminary prospectus included in the
Registration Statement or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), is hereinafter called a "Preliminary Prospectus". The form
of basic prospectus included in the Registration Statement relating to the
offering and sale of Debt Securities, Index Warrants, Preferred Stock, 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 a particular issue of the Notes (a
"Pricing Supplement"), shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, Prospectus Supplement or
the Prospectus, as the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus, the Prospectus Supplement or the Prospectus, as the case
may be. Any reference to any amendment to the Registration Statement shall be
deemed to include any report of the Company filed pursuant to the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement. Any reference to the Prospectus, as
amended or supplemented, shall be deemed to refer to and include the Prospectus,
as amended or supplemented, in relation to the Notes sold pursuant to this
Agreement, in the form in which it is filed with the Commission pursuant to Rule
424(b) under the Act, including any documents incorporated by reference therein
as of the date of such filing.
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
promulgated thereunder, and any further documents so filed and incorporated by
reference in the Prospectus, or any further amendment or supplement thereto,
when such documents become effective
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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.
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
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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 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
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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 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
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(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 relating to such purchase shall be paid
by the Agent and shall not be paid by the Company.
(h) During the term of this Agreement, the Company shall
furnish to the Agent such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, any amendments thereof or supplements
thereto, the Indentures, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Agent may from time to time reasonably request and shall
promptly notify the Agent orally, followed by written notice of any downgrading,
or of its receipt of any notice of any intended downgrading, in the rating
accorded any of the Company's securities by Moody's Investor Service ("Moody's")
or Standard & Poor's Corporation ("Standard & Poor's") or, if one of them no
longer rates the securities of the Company, another "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Act.
(i) Each time the Registration Statement or the Prospectus is
amended or supplemented (other than (a) a Pricing Supplement, (b) an amendment
or supplement relating solely to an offering of debt securities other than the
Notes or
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(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, Deputy Treasurer, any Assistant
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 or an Associate 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).
(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
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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 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
11
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.
(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 or an Associate 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 an Associate
General Counsel of the Company (or other counsel for the Company
reasonably acceptable to the Agent)
12
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, any Assistant 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, 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.
13
(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.
(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
14
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 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
15
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 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.
16
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
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
17
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.
18
If the foregoing is in accordance with the Agent's understanding of this
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and the Agent's acceptance shall represent a binding agreement
between the Company and the Agent.
Very truly yours,
CITIGROUP INC.
By
-------------------------------------
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first written above.
SALOMON SMITH BARNEY INC.
By
---------------------------------------
Name:
Title:
19
Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES F
MEDIUM-TERM SUBORDINATED NOTES, SERIES F
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated: _____, 2002
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Deputy Treasurer
Re: Distribution Agreement dated __________, 2002
(the "Distribution Agreement")
Subject to the terms and provisions stated below, the undersigned agrees
to purchase the following principal amount of your (check box):
o Medium-Term Senior Notes, Series F, Due Nine Months or More from the
Date of Issue: $ ; and/or
o Medium-Term Subordinated Notes, Series F, 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
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
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 Minimum Interest Rate:
maturity:
Renewal terms:
A-3
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
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Number of extension
periods:
Final Maturity Date:
Depositary:
Optional Redemption Interest Reset Period:
Date(s):
Initial Redemption Date: Interest payment
Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption
percentage decrease:
A-5
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 F, Due
Nine Months or More from the Date of Issue and the Medium-Term Subordinated
Notes, Series F, 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
SALOMON SMITH BARNEY INC.
By
---------------------------------
Name:
Title:
Accepted:
CITIGROUP INC.
By
---------------------------------
Name:
Title:
A-7
Exhibit B
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
____________, 2002
The Medium-Term Senior Notes, Series F, Due Nine Months or More from the
Date of Issue (the "Senior Notes") and the Medium-Term Subordinated Notes,
Series F, 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. (as successor
in interest to The First National Bank of Chicago) ("Bank One") is the trustee
(together with BONY, the "Trustees") under the Indenture, dated as of April 12,
2001, as amended from time to time, under which the Subordinated Notes will be
issued (the "Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"). The Senior Notes will constitute part of the
senior debt of the Company and will rank equally with all other unsecured and
unsubordinated debt of the Company. The Subordinated Notes will be subordinate
and junior in the right of payment to all Senior Indebtedness of the Company, to
the extent and in the manner set forth in the Subordinated Debt Indenture.
The Distribution Agreement provides that Notes may also be purchased by
the Agent acting solely as principal and not as agent. In the event of any such
purchase, the functions of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by the Agent acting
solely as principal, unless otherwise agreed to between the Company and the
Agent acting as principal.
Each Note will be represented by either a Global Security (as defined
hereinafter) or a certificate delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated Note"). Each Global Security
representing Senior Notes 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,
B-1
as used herein, includes any successor depository selected by the Company), and
will be recorded in the book-entry system maintained by DTC (a "Book-Entry
Note"). An owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
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
B-2
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
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
Medium-Term Note 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.
B-3
Identification Numbers: The Company has arranged with the CUSIP Service
Bureau of Standard & Poor's Corporation (the
"CUSIP Service Bureau") for the reservation of
two series of CUSIP numbers, one for Senior
Notes and one for Subordinated Notes, each of
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 instruc-
B-4
tions provided by such Participants, a credit
balance with respect to such beneficial owner in
such Book-Entry Note in the account of such
Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the
records of such Participants or through the
separate records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC and, in
turn, by Participants (and in certain cases, one
or more indirect participants in DTC) acting on
behalf of beneficial transferors and transferees
of such Note.
Exchanges: Each DTC Agent may deliver to DTC and the CUSIP
Service Bureau at any time a written notice of
consolidation (a copy of which shall be attached
to the resulting Global Security described
below) specifying (i) the CUSIP numbers of two
or more outstanding Global Securities that
represent (A) Fixed Rate Book- Entry Notes of
the same Series and having the same Terms and
for which interest has been paid to the same
date or (B) Floating Rate Book-Entry Notes of
the same Series and having the same Terms and
for which interest has been paid to the same
date, (ii) a date, occurring at least thirty
days after such written notice is delivered and
at least thirty days before the next Interest
Payment Date for such Book-Entry Notes, on which
such Global Securities shall be exchanged for a
single replacement Global Security and (iii) a
new CUSIP number to be assigned to such
replacement Global Security. Upon receipt of
such a notice, DTC will send to its participants
(including the DTC Agent for such replacement
Global Security) a written reorganization notice
to the effect that such exchange will occur on
such date. Prior to the specified exchange date,
such DTC Agent will deliver to the CUSIP Service
Bureau a written notice setting forth such
exchange date and such new CUSIP number and
stating that, as of such exchange date, the
CUSIP numbers of the Global
B-5
Securities to be exchanged will no longer be
valid. On the specified exchange date, such DTC
Agent will exchange such Global Securities for a
single Global Security bearing the new CUSIP
number and a new Original Issue Date, which
shall be the last date to which interest has
been paid on the underlying Book-Entry Notes,
and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP
Service Bureau procedures, be canceled and not
immediately reassigned. Upon such exchange, the
DTC Agent will 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)
B-6
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
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
B-7
to whom the principal of such Note is payable.
Standard & Poor's Corporation will use the
information received in the pending deposit
message described under Settlement Procedure "C"
below in order to include the amount of any
interest payable and certain other information
regarding the related Global Security in the
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
B-8
be in the next succeeding calendar month, the
Interest Payment Date will instead be the
immediately preceding Business Day.
Payments at Maturity or Upon Redemption. On or
about the first Business Day of each month, 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
B-9
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 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
ftlinesystem 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.
B-10
If an issue of Notes is denominated in a
currency other than the U.S. dollar, the Company
will make payments of principal and any interest
in the currency in which the Notes are
denominated (the "foreign currency") or in U.S.
dollars. DTC has elected to have all such
payments of principal and interest in U.S.
dollars unless notified by any of its
Participants through which an interest in the
Notes is held that it elects, in accordance with
and to the extent permitted by the applicable
Pricing Supplement and the Note, to receive such
payment of principal or interest in the foreign
currency. On or prior to the third Business Day
after the record date for payment of interest
and twelve days prior to the date for payment of
principal, such Participant shall notify DTC of
(i) its election to receive all, or the
specified portion, of such payment in the
foreign currency and (ii) its instructions for
wire transfer of such payment to a foreign
currency account.
DTC will notify the applicable Trustee on or
prior to the fifth Business Day after the record
date for payment of interest and ten days prior
to the date for payment of principal of the
portion of such payment to be received in the
foreign currency and the applicable wire
transfer instructions, and the applicable
Trustee shall use such instructions to pay the
Participants directly. If DTC does not so notify
the applicable Trustee, it is understood that
only U.S. dollar payments are to be made. The
applicable Trustee shall notify DTC on or prior
to the second Business Day prior to payment date
of the conversion rate to be used and the
resulting U.S. dollar amount to be paid per
$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
B-11
Exercise of Optional Reset or Exercise of Optional Reset. Not less than 45 or
Optional Extension of more than 60 days before an Optional Reset Date
Maturity: 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
B-12
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.
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
B-13
principal amount of Book-Entry Notes for which
tender for repayment has been revoked.
Deposit of Repayment Price. On or before any old
Stated Maturity where the Maturity has been
extended, and on or before any Optional Reset
Date, the Company shall deposit with such
Trustee an amount of money sufficient to pay the
principal amount, plus interest accrued to such
old Stated Maturity or Optional Reset Date, as
the case may be, for all the Book-Entry Notes or
portions thereof for which such Trustee serves
as Trustee and which are to be repaid on such
old Stated Maturity or Optional Reset Date, as
the case may be. Such Trustee will use such
money to repay such Book-Entry Notes pursuant to
the terms set forth in such Notes.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise Optional Redemption. At least 45 days prior to
of Optional the date on which it intends to redeem a
Redemption: 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
B-14
Date. Such Trustee will use such money to repay
such Book-Entry Notes pursuant to the terms set
forth in such Notes.
Payments of Principal and Trustee Notice to Company of Option to be
Interest Upon Exercise of Repaid. Upon receipt of notice of exercise of
Optional Repayment (Except the option for repayment and the Global
Pursuant to Company's Securities representing the Book-Entry Notes so
Exercise of Optional Reset to be repaid as set forth in such Notes, the
or Optional Extension): Trustee for such Book-Entry 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
are to be followed) give notice to the Company
not less than 20 days prior to each Optional
Repayment Date of such Optional Repayment Date
and of the principal amount of Book-Entry Notes
to be repaid on such Optional Repayment Date.
Deposit of Repayment Price: On or prior to any Optional Repayment Date, the
Company shall deposit with such Trustee an
amount of money sufficient to pay the optional
repayment price, and accrued interest thereon to
such date, of all the Book-Entry Notes or
portions thereof which are to be repaid on such
date. Such Trustee will use such money to repay
such Book- Entry Notes pursuant to the terms set
forth in such Notes.
Procedure for Rate Setting The Company and the Agent will discuss from time
and Posting: 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 Unless otherwise instructed by the Company, the
of Orders: Agent will advise the Company promptly by
telephone of all orders to purchase Book-Entry
Notes received by the Agent, other than those
rejected by it in whole or in part in the
reasonable exercise of its discretion. Unless
otherwise agreed by the Company and the Agent,
the Company has the right to accept orders to
purchase Book-Entry
B-15
Notes and may reject any such orders in whole or
in part.
Preparation of Pricing If any order to purchase a Book-Entry Note is
Supplement: accepted by or on behalf of the Company, the
Company will prepare a pricing supplement (a
"Pricing Supplement") reflecting the terms of
such Book-Entry Note, will file 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 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 Solicitation; Subject to the Company's representations,
Amendment or Supplement: warranties and covenants contained in the
Distribution Agreement, the Company may instruct
the Agent to suspend at any time, for any period
of time or permanently, the solicitation of
orders to purchase Book-Entry Notes. Upon
receipt of such instructions, the Agent will
forthwith suspend solicitation until such time
as the Company has advised it
B-16
such solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there shall
be any orders outstanding for settlement, the
Company will promptly advise the Agent, the
Trustees and the DTC Agents whether such orders
may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate
Pricing Supplement, may be delivered in
connection with the settlement of such orders.
The Company will have the sole responsibility
for such decision and for any arrangements that
may be made in the event that the Company
determines that such orders may not be settled
or that copies of such Prospectus may not be so
delivered.
Delivery of Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Book-Entry Note must
accompany or precede the earliest of any written
offer of such Book-Entry Note, confirmation of
the purchase of such Book-Entry Note and payment
for such Book-Entry Note by its purchaser. If
notice of a change in the terms of the
Book-Entry Notes is received by the Agent
between the time an order for a Book-Entry Note
is placed and the time written confirmation
thereof is sent by the Agent to a customer or
his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in effect
when the order was placed. The Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each Book-Entry
Note sold by it. The Company will make such
delivery if such Book-Entry Note is sold
directly by the Company to a purchaser (other
than the Agent).
Confirmation: For each order to purchase a Book-Entry Note
solicited by the Agent and accepted by or on
behalf of the Company, the Agent will issue a
confirmation to the purchaser, with a copy to
the Company, setting forth the details set forth
above and delivery and payment instructions.
B-17
Settlement: The receipt by the Company of immediately
available funds in payment for a Book-Entry Note
and the authentication and issuance of the
Global Security representing such Book-Entry
Note shall constitute "settlement" with respect
to such Book-Entry Note, and the date of such
settlement, the "Settlement Date." All orders
accepted by the Company will be settled on the
third Business Day next succeeding the date of
acceptance pursuant to the timetable for
settlement set forth below unless the Company
and the purchaser agree to settlement on another
day which shall be no earlier than the Business
Day next succeeding the date of sale.
Settlement Procedures: Settlement Procedures with regard to each Book-
Entry Note sold by the Company to or through
the Agent, except pursuant to a Terms Agreement,
shall be as follows:
A. The Agent will advise the Company by
telephone (or by facsimile or other
acceptable written means) that such Note
is a Book-Entry Note and of the
following settlement information:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate Book-Entry
Note, the interest rate and reset, redemption,
repayment and extension provisions (if any) or,
in the case of a Floating Rate Book-Entry Note,
the Base Rate, Initial Interest Rate (if known
at such time), Interest Reset Period, Interest
Reset Dates, Index Maturity, Spread and/or
Spread Multiplier (if any), Minimum Interest
Rate (if any), Maximum Interest Rate (if any)
and reset, redemption, repayment and extension
provisions (if any).
5. Interest Payment Dates and the Interest
Payment Period.
B-18
6. Amortization provisions, if any.
7. Settlement date and Issue Date, if
different.
8. Specified currency.
9. Denominated currency, Indexed Currency,
Base Exchange Rate, and the Determination Date,
if applicable.
10. Price.
11. Agent's commission, determined as
provided in the Distribution Agreement.
12. Whether such Book-Entry Note is an OID
Note and, if so, the total amount of OID, the
yield to maturity and the initial accrual period
OID.
13. Any other terms necessary to describe the
Book-Entry Note.
(a) The Company will advise the 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.
B-19
B. Such DTC Agent will enter a pending deposit
message through DTC's Participant Terminal
System providing the following settlement
information to DTC Standard & Poor's
Corporation, Interactive Data Corporation, the
Agent and, upon request, the Trustee for such
Notes:
1. The information set forth in Settlement
Procedure "A."
2. Identification as a Fixed Rate Book-Entry
Note or a Floating Rate Book-Entry Note.
3. The Initial Interest Payment Date for such
Book-Entry Note, number of days by which such
date succeeds the related Regular Record Date
and amount of interest payable on such Interest
Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global Security
representing such Book-Entry Note.
6. The participant account numbers maintained
by DTC on behalf of the Trustee and the Agent.
7. Whether such Global Security will
represent any other Book-Entry Note (to the
extent known at such time).
C. To the extent the Company has not already
done so, the Company will deliver to the Trustee
for such Notes a Global Security in a form that
has been approved by the Company, the Agent and
the Trustee.
D. The Trustee will complete such Book-Entry
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.
B-20
E. DTC will credit such Book-Entry Note to such
DTC Agent's participant account at DTC.
F. Such DTC Agent will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC to (i) debit such Book-Entry
Note to such DTC Agent's participant account and
credit such Book-Entry Note to the Agent's
participant account and (ii) debit the Agent's
settlement account and credit such DTC Agent's
settlement account for an amount equal to the
price of such Book-Entry Note less the Agent's
commission. The entry of such a deliver order
shall constitute a representation and warranty
by such DTC Agent to DTC that (i) the Global
Security representing such Book-Entry Note has
been issued and authenticated and (ii) such DTC
Agent is holding such Global Security pursuant
to the Medium Term Note Certificate Agreement
between such DTC Agent and DTC.
G. Unless the Agent is purchasing such Note as
principal, the Agent will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC (i) to debit such Book-Entry
Note to the Agent's participant account and
credit such Book-Entry Note to the participant
accounts of the Participants with respect to
such Book-Entry Note and (ii) to debit the
settlement accounts of such Participants and
credit the settlement account of the Agent for
an amount equal to the price of such Book-Entry
Note.
H. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "F" and "G" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
B-21
I. Such DTC Agent will, upon receipt of funds
from the Agent in accordance with Settlement
Procedure "F," credit to an account of the
Company maintained at such DTC Agent funds
available for immediate use in the amount
transferred to such DTC Agent in accordance with
Settlement Procedure "F."
J. Unless the Agent is purchasing such
Book-Entry Note as principal, the Agent will
confirm the purchase of such Book-Entry Note to
the purchaser either by transmitting to the
Participants with respect to such Book-Entry
Note a confirmation order or orders through
DTC's institutional delivery system or by
mailing a written confirmation to such
purchaser.
K. Monthly, 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 Notes
Timetable: solicited by the Agent and accepted by the
Company (except pursuant to a Terms Agreement)
for settlement on the first Business Day after
the sale date, Settlement Procedures "A" through
"K" set forth above shall be completed as soon
as possible but not later than the respective
times (New York City time) set forth below:
Settlement
Procedure Time
--------- ----
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before settlement
B-22
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one
Business Day after the sale date, Settlement
Procedures "A," "B" and "C" shall be completed
as soon as practicable but no later than 11:00
A.M., 12:00 Noon and 2:00 P.M., respectively on
the first Business Day after the sale date. If
the Initial Interest Rate for a Floating Rate
Book-Entry Note has not been determined at the
time that Settlement Procedure "A" is completed,
Settlement Procedures "B" and "C" shall be
completed as soon as such rate has been
determined but no later than 12:00 Noon and 2:00
P.M., respectively, on the Business Day before
the settlement date. Settlement Procedure "I" is
subject to extension in accordance with any
extension of Fedwire closing deadlines and in
the other events specified in SDFS operating
procedures in effect on the settlement date.
If settlement of a Book-Entry Note is
rescheduled or canceled, the DTC Agent for such
Book-Entry Notes after receiving notice from the
Company or the Agent, will deliver to DTC,
through DTC's Participant Terminal System, a
cancellation message to such effect by no later
than 2:00 P.M. on the Business Day immediately
preceding the scheduled settlement date.
Failure to Settle: If settlement of a Book-Entry Note is
rescheduled and the DTC Agent for such Note has
not entered an SDFS deliver order with respect
to a Book-Entry Note pursuant to Settlement
Procedure "G," after receiving notice from the
Company or the Agent, such DTC Agent shall
deliver to DTC, through DTC's Participant
Terminal 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,
B-23
provided that such DTC Agent's participant
account contains a principal amount of the
Global Security representing such Book-Entry
Note that is at least equal to the principal
amount to be debited. If a withdrawal message is
processed with respect to all the Book-Entry
Notes represented by a Global Security, the
Trustee for the Notes represented by such Global
Security will mark such Global Security
"canceled," make appropriate entries in such
Trustee's records and destroy the canceled
Global Security in accordance with the
applicable Indenture and, if requested, deliver
a certificate of destruction to the Company. The
CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global
Security, the DTC Agent for such Book-Entry
Notes will exchange such Global Security for two
Global Securities, one of which shall represent
such Book-Entry Notes and shall be canceled
immediately after issuance and the \pard
softlineother of which shall represent the other
Book-Entry Notes previously represented by the
surrendered Global Security and shall bear the
CUSIP number of the surrendered Global Security.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect
to such Note by the beneficial purchaser thereof
(or a Person, including an indirect participant
in DTC, acting on behalf of such purchaser),
such Participants and, in turn, the Presenting
Agent may enter SDFS deliver orders through
DTC's Participant Terminal System reversing the
orders entered pursuant to Settlement Procedures
"G" and "F," respectively. Thereafter, the DTC
Agent for such Book-Entry Note will deliver the
withdrawal message and take the related actions
described in the preceding paragraph. If such
failure shall have occurred for any rea-
B-24
son other than a default by the Agent in the
performance of its obligations hereunder and
under the Distribution Agreement, then the
Company will reimburse the Agent for the loss of
the use of the funds during the period when they
were credited to the account of the Company.
Notwithstanding the foregoing, upon any failure
to settle with respect to a Book-Entry Note, DTC
may take any actions in accordance with its SDFS
operating procedures then in effect. In the
event of a failure to settle with respect to one
or more, but not all, of the Book-Entry Notes to
have been represented by a Global Security, the
DTC Agent for such Book-Entry Note or Notes will
provide, in accordance with Settlement
Procedures "E" and "G," for the authentication
and issuance of a Global Security representing
the other Book-Entry Notes, which have not
failed to settle, to have been represented by
such Global Security and will make appropriate
entries in its records.
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 Trustees to
Signatures: furnish the Agent from time to time with the
specimen signatures of each of such Trustee's
officers, employees or agents who has been
authorized by such Trustee to authenticate
Book-Entry Notes, but the Agent will not have
any obligation or liability to the Company or
the Trustee in respect of the authenticity of
the signature of any officer, employee or agent
of the Company or the Trustee on any Book-Entry
Note.
Payment of The Agent shall forward to the Company, on
B-25
Expenses: a monthly basis, a statement of the
out-of-pocket expenses incurred by such Agent
during that month that are reimbursable to it
pursuant to the terms of the Distribution
Agreement. The Company will remit payment to the
Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate in
soliciting offers to purchase the Book-Entry
Notes. Advertising expenses will be paid by the
Company.
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
B-26
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
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 im-
B-27
mediately preceding such Interest Payment Date.
Payments of Interest: The applicable Trustee will pay the principal
amount of each Certificated Note at Maturity or
upon redemption upon presentation and surrender
of such Note 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)
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.
B-28
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.
Procedure for Rate The Company and the Agent will discuss from time
Setting and Posting: 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 Company, the
Rejection of Orders: Agent will advise the Company promptly by
telephone of all orders to purchase Certificated
Notes received by the Agent, other than those
rejected by it in whole or in part in the
reasonable exercise of its discretion. Unless
otherwise agreed by the Company and the Agent,
the Company has the sole right to accept orders
to purchase Certificated Notes and may reject
any such orders in whole or in part. Before
accepting any order to purchase a Certificated
Note to be settled in less than three Business
Days, the Company shall verify that the Trustee
for such Certificated Note will have adequate
time to prepare and authenticate such Note.
B-29
Preparation of Pricing If any order to purchase a Certificated Note is
Supplement: accepted by or on behalf of the Company, the
Company will prepare a Pricing Supplement
reflecting the terms of such Certificated Note,
will file 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 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 Solicitation; Subject to the Company's representations,
Amendment or Supplement: warranties and covenants contained in the
Distribution Agreement, the Company may instruct
the Agent to suspend at any time for any period
of time or permanently, the solicitation of
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
B-30
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 Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Certificated Note must
accompany or precede the earliest of any written
offer of such Certificated Note, confirmation of
the purchase of such Certificated Note and
payment for such Certificated Note by its
purchaser. If notice of a change in the terms of
the Certificated Notes is received by the Agent
between the time an order for a Certificated
Note is placed and the time written confirmation
thereof is sent by the Agent to a customer or
his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in effect
when the order was placed. The Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each
Certificated Note sold by it. The Company will
make such delivery if such Certificated Note is
sold directly by the Company to a purchaser
(other than the Agent).
Confirmation: For each order to purchase a Certificated Note
solicited by the Agent and accepted by or on
behalf of the Company, the Agent will issue a
confirmation to the purchaser, with a copy to
the Company, setting forth the details set forth
above and delivery and payment instructions.
Settlement: The receipt by the Company of immediately
available funds in exchange for an authenticated
Certificated Note delivered to the Agent and the
Agent's delivery of such Certificated Note
against receipt of immediately available funds
shall, with respect to such Certificated Note,
constitute "settlement." All orders accepted
B-31
by the Company will be settled on the fifth
Business Day next succeeding the date of
acceptance pursuant to the timetable for
settlement set forth below, unless the Company
and the purchaser agree to settlement on another
day which shall be no earlier than the next
Business Day following the date of sale.
Settlement Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company to or
through the Agent, as agent (except pursuant to
a Terms Agreement), shall be as follows:
A. The Agent will advise the Company by
telephone (or by facsimile transmission or
other acceptable written means) that such
Note is a Certificated Note and of the
following settlement information, in time
for the Trustee for such Certificated Note
to prepare and authenticate the required
Note:
1. Name in which such Certificated Note is
to be registered ("Registered Owner").
2. Address of the Registered Owner and
address for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Principal or face amount.
5. Series.
6. Stated Maturity.
7. In the case of a Fixed Rate
Certificated Note, the Interest Rate and reset
provisions (if any) or, in the case of a
Floating Rate Certificated Note, the Base Rate,
Initial Interest Rate (if known at such time),
Interest Reset Period, Interest Reset Dates,
Index Maturity, Spread and/or Spread Multiplier
(if any), Minimum Interest Rate (if any),
Maximum Interest Rate (if any) and reset
provisions (if any).
8. Interest Payment Dates and the Interest
Payment Period.
B-32
9. Specified Currency.
10. Denominated Currency, Indexed
Currency, Base Exchange Rate and the
Determination Date, if applicable.
11. Redemption, repayment, amortization or
extension provisions, if any.
12. Settlement Date.
13. Price (including currency).
14. Agent's commission, if any, determined
as provided in the Distribution Agreement.
15. Whether such Certificated Note is an
OID Note, and, if so, the total amount of OID
and the yield to maturity.
16. Any other terms necessary to describe
the Certificated Note.
B. The Company will advise the relevant
Trustee by telephone (confirmed in writing
at any time on the sale date), written
telecommunication or electronic
transmission of the information set forth
in Settlement Procedure "A" above and the
name of the Presenting Agent.
C. The Company will deliver to the relevant
Trustee a pre-printed four-ply packet for
such Certificated Note, which packet will
contain the following documents in forms
that have been approved by the Company,
the Agent and the Trustee:
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
B-33
Note and will authenticate such
Certificated Note and deliver it (with the
confirmation) and Stubs One and Two to the
Agent, and the Agent will acknowledge
receipt of the Note by stamping or
otherwise marking Stub One and returning
it to the Trustee. Such delivery will be
made only against such acknowledgment of
receipt and evidence that instructions
have been given by the Agent for payment
to such account as the Company shall have
specified in funds available for immediate
use, of an amount equal to the price of
such Certificated Note less the Agent's
commission. In the event that the
instructions given by the Agent for
payment to the account of the Company are
revoked, the Company will as promptly as
possible wire transfer to the account of
the Agent an amount of immediately
available funds equal to the amount of
such payment made.
E. Unless the Agent purchased the Note as
principal, the Agent will deliver such
Certificated Note (with the confirmation)
to the customer against payment in
immediately payable funds. The Agent will
obtain the acknowledgment of receipt of
such Certificated Note by retaining Stub
Two.
F. The Trustee will send Stub Three to the
Company by first-class mail.
Settlement Procedures
Timetable: For orders of Certificated Notes solicited
by the Agent, as agent, and accepted by
the Company, Settlement Procedures "A"
through "F" set forth above shall be
completed on or before the respective
times (New York City time) set forth
below:
Settlement
Procedure Time
---------- ----
A 2:00 P.M. on the day before
settlement
B On the day two Business Days
before settlement date.
B-34
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's Company Notice to Trustee regarding Exercise of
Exercise of Optional Reset Optional Reset. Not less than 45 or more than 60
or Extension of Maturity: days before an Optional Reset Date as set forth
in a Certificated Note, the Company will notify
the Trustee for such Certificated Note whether
it is exercising its option to reset the
interest rate or Spread or Spread Multiplier, as
the case may be, for such Certificated Note, and
if so, (i) the new interest rate or Spread or
Spread Multiplier, as the case may be, for such
Certificated Note during the period from such
Optional Reset Date to the next Optional Reset
Date as set forth in such Certificated Note or,
if there is no such next Optional Reset Date, to
the Stated Maturity of such Certificated Note
(the "Subsequent Interest Period"); and (ii) the
provisions, if any, for redemption of such
Certificated Note during such Subsequent
Interest Period, including the date or dates on
which or the period or periods during which such
redemption may occur during such Subsequent
Interest Period.
Company Notice to Trustee regarding Exercise 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
B-35
receipt of notice from the Company regarding the
Company's exercise of either an optional
extension of maturity or an optional reset, the
Trustee for the Certificated Note will mail a
notice, first class, postage prepaid, to the
Holder of the Certificated Note not less than 40
days before the Optional Reset Date (in which
case a "Reset Notice") or the Stated Maturity
(in which case an "Extension Notice"), as the
case may be, which Reset Notice or Extension
Notice shall contain the information required by
the terms of the Certificated Note.
Trustee Notice to Company regarding Option to be
Repaid. If, after receipt of either a Reset
Notice or an Extension Notice, any Holder of a
Certificated Note exercises the option for
repayment by tendering the Certificated Note to
be repaid as set forth in the Certificated Note,
the Trustee for such Certificated Note shall
give notice to the Company not less than 22 days
before the Optional Reset Date, or the old
Stated Maturity, as the case may be, of the
principal amount of Certificated Notes to be
repaid on such Optional Reset Date or old Stated
Maturity, as the case may be.
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
B-36
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 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's Company Notice to Trustee regarding Exercise of
Exercise of Optional Optional Redemption. At least 45 days prior to
Redemption: the date on which it intends to redeem a
Certificated Note, the Company will notify the
Trustee for such Certificated Note that it is
exercising such option with respect to such Note
on such date.
Trustee Notice to Holders regarding Company's
Exercise of Optional Redemption. After receipt
of notice that the Company is exercising its
option to redeem a Certificated Note, the
Trustee for such Certificated Note will, at
least 30 days before the Redemption Date for
such Certificated Note, mail a notice, first
class, postage prepaid, to the Holder of such
Certificated Note, informing such Holder of the
Company's exercise of such option with respect
to such Certificated Note.
Payments of Principal and Trustee Notice to Company of Option to be
Interest Upon Exercise of Repaid. Upon receipt of notice of exercise of
Optional Repayment (Except the option for repayment and the Certificated
Pursuant to Company's Notes to be repaid as set forth in such Notes,
B-37
Exercise of Optional Reset the Trustee for such Certificated Notes shall
or Optional Extension): (unless such notice was received pursuant to the
Company's exercise of an optional reset or an
optional extension of maturity, in each of which
cases the relevant procedures set forth above
shall be followed) give notice to the Company
not less than 20 days prior to each Optional
Repayment Date of such Optional Repayment Date
and of the principal amount of Certificated
Notes to be repaid on such Optional Repayment
Date.
Failure to Settle: If a purchaser fails to accept delivery of and
make payment for any Certificated Note, the
Agent will notify the Company and the applicable
Trustee by telephone and return such Note to the
applicable Trustee. Upon receipt of such notice,
the Company will immediately wire transfer to
the account of the Agent an amount equal to the
amount previously credited thereto in respect of
such 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 require either
Funds: Trustee to risk or expend its own funds in
connection with any payment to the Company, the
Agent or the purchaser, it being understood by
all parties that payments made by either Trustee
to the Company, the Agent or the purchaser shall
be made only to the extent that funds are
provided to such Trustee for such
B-38
purpose.
Authenticity of Signatures: The Company will cause each Trustee 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 Certificated Notes,
but the Agent will not have any obligation or
liability to the Company or a Trustee in respect
of the authenticity of the signature of any
officer, employee or agent of the Company or a
Trustee on any Certificated Note.
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the out-of-pocket
expenses incurred by the Agent during that month
that are reimbursable to it pursuant to the
terms of the Distribution Agreement. The Company
will remit payment to the Agent currently on a
monthly basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate in
soliciting orders to purchase the Certificated
Notes. Advertising expenses will be paid by the
Company.
B-39
Exhibit C
Opinion of the Deputy General Counsel of the Company
C-1
Exhibit D
Opinion of Counsel for the Agent
D-1
Exhibit E
Letter from Accountants
E-1
Exhibit F
MEDIUM-TERM SENIOR NOTES, SERIES F
MEDIUM-TERM SUBORDINATED NOTES, SERIES F
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 _________, 2002 (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 F, Due Nine Months or More from the Date of
Issue (the "Senior Notes") and Citigroup's Medium-Term Subordinated Notes,
Series F, 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
F-1
WHEREAS, the Agent(s) named in Schedule I hereto (the "Agent(s)") and
Citigroup wish to enter into an agreement, similar to the Distribution
Agreement, appointing each Agent as an additional selling agent with respect to
the Notes;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, Citigroup hereby agrees that each Agent shall become an additional Agent
with respect to the Notes and each Agent named herein hereby agrees to become an
Agent with respect to the Notes and to be bound by the terms and conditions of
the Distribution Agreement, which terms and conditions are hereby incorporated
by reference herein, except that the term "Agent" therein shall instead mean
each Agent named herein and no other person shall be deemed to be an Agent under
this Agreement.
Unless sooner terminated in accordance with Section 6 of the Distribution
Agreement as incorporated by reference herein or unless otherwise mutually
agreed by the parties hereto in writing, this Agreement shall terminate on
__________, ____. No such termination shall affect any accrued obligations under
this Agreement. The respective indemnities, agreements, representations,
warranties and other statements of the Agent(s) and Citigroup and its officers
set forth in, or made pursuant to, this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of the Agent(s) or Citigroup or any of the officers,
directors or controlling persons referred to in Section 5 of the Distribution
Agreement as incorporated by reference herein, and will survive delivery of any
payment for any Notes sold by Citigroup. The provisions of Sections 3(g) and 5
of the Distribution Agreement as incorporated by reference herein shall survive
the termination of this Agreement.
F-2
This Agreement may be signed in counterparts, each of which shall be
deemed an original, which taken together, shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter, including Annex A, and your acceptance shall represent a binding
agreement between you and Citigroup in accordance with its terms.
Very truly yours,
CITIGROUP INC.
By:
----------------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
[ ]
By:
------------------------------
Name:
Title:
[ ]
By:
------------------------------
Name:
Title:
F-3
Schedule I
Agent(s)
F-4
Annex A
Form of Distribution Agreement
F-5