EXHIBIT 1.01
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
March 12, 2003
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 it may from
time to time be supplemented or amended by one or more indentures supplemental
thereto, the "Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"), between the Company and 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 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 mutually agreed upon by the purchaser
and the Company and specified in the applicable
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pricing supplement. The Agent shall communicate to the Company, orally or in
writing, each reasonable offer or indication of interest to purchase Notes
received by the Agent, as agent. The Company shall have the sole right to accept
offers to purchase the Notes and may reject any such offer in whole or in part.
The Agent shall have the right to reject, in its discretion reasonably
exercised, any offer received by it to purchase the Notes, in whole or in part,
and any such rejection shall not be deemed a breach of its agreements contained
herein. In soliciting offers to purchase the Notes in its capacity as agent of
the Company, the Agent is acting solely as agent for the Company, and not as
principal, and does not assume any obligation toward, or relationship of agency
or trust with, any purchaser of the Notes (other than any such obligation or
relationship which the Agent assumes independently of this Agreement). The Agent
shall make reasonable efforts to assist the Company in obtaining performance by
each purchaser whose offer to purchase Notes has been solicited by the Agent and
accepted by the Company, but the Agent shall not have any liability to the
Company in the event any such purchase is not consummated for any reason. Under
no circumstances will the Agent be obligated to purchase any Notes for its own
account except pursuant to subparagraph (b) below.
(b) Purchases as Principal. Each sale of Notes to the Agent as
principal shall be made in accordance with the terms of this Agreement and the
Agent and the Company will enter into a Terms Agreement that will provide for
the sale of such Notes to and the purchase thereof by the Agent. Each "Terms
Agreement" may take the form of an exchange of any form of written
telecommunication or oral communication followed by written confirmation or
telecommunication between the Agent and the Company and shall be with respect to
such information (as applicable) as is specified in Exhibit A hereto.
The Agent's commitment to purchase Notes as principal shall be deemed
to have been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and conditions herein
set forth. Each agreement by the Agent to purchase Notes as principal (whether
or not set forth in a Terms Agreement) shall specify the principal amount of
Notes to be purchased by the Agent pursuant thereto, the maturity date of such
Notes, the price to be paid to the Company for such Notes, the interest rate and
interest rate formula, if any, applicable to such Notes and any other terms of
such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
public accountants of the Company pursuant to Section 4 hereof. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Notes by the Agent.
Each Terms Agreement shall specify the time and place of delivery of
and payment for such Notes. Each date of delivery of and payment for Notes to be
purchased by the Agent as principal or as agent or by any other purchaser is
referred to herein as a "Settlement Date."
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
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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
March 12, 2003 (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. 333-102206), as
amended by Amendment No. 1 thereto, has been filed with and declared effective
by the Securities and Exchange Commission (the "Commission") on January 29,
2003, in respect of up to $17,446,150,000 aggregate amount of securities of the
Company, including the Notes (of which $13,346,150,000 remains available for
issuance and sale as of the date hereof). Such registration statement and any
post-effective amendments thereto, in the forms heretofore delivered or to be
delivered to the Agent, excluding exhibits to such registration statement but
including all documents incorporated by reference therein, has been declared
effective by the Commission in such form. No other document with respect to such
registration statement (other than a document incorporated by reference therein)
has heretofore been filed or transmitted for filing with the Commission; and no
stop order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been instituted or threatened by
the Commission. The various parts of such registration statement, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in such registration statement at the time such part became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indentures (the
"Forms T-1"), as amended at the time such part became effective, are being
hereinafter collectively called the "Registration Statement." Any preliminary
prospectus included in the Registration Statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission under the
Securities Act of 1933, as amended (the "Act"), is hereinafter called a
"Preliminary Prospectus." The form of basic prospectus included in the
Registration Statement relating to the offering and sale of Debt Securities,
Index Warrants, Preferred Stock, Depositary Shares and Common Stock in the form
in which it has most recently
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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 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
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thereto in reliance upon, and in conformity with, information furnished in
writing to the Company by or on behalf of the Agent specifically for use in the
Registration Statement or the Prospectus or any amendment thereof or supplement
thereto.
(e) The Notes have been duly authorized and, when executed and
authenticated in accordance with the applicable Indenture and delivered to and
duly paid for by the purchasers thereof, will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms and entitled to the benefits of the applicable Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether such enforceability is considered in
a proceeding in equity or at law); each of the Indentures has been duly
authorized by the Company and qualified under the Trust Indenture Act; and the
Indentures conform to the descriptions thereof in the Prospectus as amended or
supplemented to relate to such issuance of Notes.
(f) Since the date of the most recent financial statements included in
the Prospectus, as amended or supplemented, there has not been any material
adverse change in the consolidated financial condition or results of operations
of the Company and its subsidiaries, taken as a whole, which is not disclosed in
the Prospectus, as amended or supplemented.
3. Agreements of the Company. The Company agrees with the Agent that:
(a) At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act,
prior to amending or supplementing the Registration Statement or the Prospectus,
the Company will furnish the Agent and the Agent's counsel with a copy of each
proposed amendment or supplement (other than an amendment or supplement to be
made pursuant to incorporation by reference of a document filed under the
Exchange Act, or a Pricing Supplement or an amendment or supplement relating
solely to an offering of securities other than the Notes). The Company will
promptly cause the Prospectus together with each amendment thereof or supplement
thereto to be transmitted to the Commission for filing pursuant to Rule 424(b)
by an appropriate method or will promptly cause the Prospectus together with
each amendment thereof or supplement thereto to be filed with the Commission
pursuant to said Rule. If the Prospectus is amended or supplemented (other than
a Pricing Supplement or an amendment or supplement relating solely to an
offering of securities other than the Notes), the Agent shall be furnished with
such information relating to such filing as it may reasonably request, and the
Agent shall not be obligated to solicit offers to purchase Notes so long as it
is not reasonably satisfied that such amendment or supplement complies in all
material respects with the provisions of the Act and the Exchange Act. At any
time during an Offering Period or during the time a prospectus relating to the
Notes is required to be delivered under the Act, the Company will promptly
advise the Agent of (i) the filing of any amendment or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of securities other than the Notes), (ii) the
filing or effectiveness of any amendment to the Registration Statement, (iii)
the receipt by the
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Company of comments from the Commission relating to, or requests by the
Commission for, any amendment of the Registration Statement or any amendment of
or supplement to the Prospectus or for any additional information, (iv) the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding for
that purpose and (v) the receipt by the Company of any notification with respect
to the suspension of the qualification of the Notes for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose. The Company
will use its reasonable best efforts to prevent the issuance of any such stop
order or notice of suspension of qualification and, if issued, to obtain as soon
as possible the withdrawal thereof. Upon the Agent's request, the Company will
within a reasonable time inform the Agent of the aggregate principal amount of
Notes registered under the Registration Statement that remain unissued.
(b) Within the time during which a prospectus relating to the Notes is
required to be delivered under the Act, the Company will comply with all
requirements imposed upon it by the Act, as now and hereafter amended, and by
the rules and regulations of the Commission thereunder, as from time to time in
force, so far as necessary to permit the continuance of sales of or dealings in
the Notes as contemplated by the provisions hereof and the Prospectus. If during
such period any event occurs as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances then existing, not misleading, or if, in the opinion of the
Company, during such period it is necessary to amend or supplement the
Registration Statement or the Prospectus to comply with the Act, the Company
will promptly notify the Agent to suspend the solicitation of offers to purchase
the Notes in its capacity as Agent and to cease sales of any Notes it may then
own as principal and, to the extent required under the provision in the last
sentence of this subsection (b), the Company will promptly amend or supplement
the Registration Statement or the Prospectus (at the expense of the Company) so
as to correct such statement or omission or effect such compliance. If such
amendment or supplement, and any documents, certificates, opinions and letters
furnished to the Agent pursuant to subsections (i), (j) and (k) of this Section
3 in connection with the preparation and filing of such amendment or supplement
are reasonably satisfactory in all respects to the Agent, upon the filing of
such amendment or supplement with the Commission or effectiveness of an
amendment to the Registration Statement, the Agent will resume solicitation of
offers to purchase Notes hereunder. Notwithstanding the foregoing, the Company
shall not be required to comply with the provisions of subsection (b) of this
Section 3 during any period from the time the Agent shall have been notified to
suspend the solicitation of offers to purchase the Notes in its capacity as
Agent (whether under this subparagraph (b) or otherwise under this Agreement) to
the time the Company shall determine that solicitation of offers to purchase the
Notes should be resumed; provided that if the Agent holds any Notes as principal
purchased pursuant to a Terms Agreement or otherwise pursuant to this Agreement,
the Company shall comply with the provisions of subsection (b) of this Section 3
during the period when a Prospectus is required to be delivered pursuant to the
Act.
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(c) The Company will comply, in a timely manner, with all applicable
requirements under the Exchange Act relating to the filing with the Commission
of the Company's reports pursuant to Sections 13(a), 13(c) or 15(d) of the
Exchange Act and, if then applicable, of the Company's proxy statements pursuant
to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the Notes for sale
under the securities laws of such jurisdictions as the Agent reasonably
designates, to maintain such qualifications in effect so long as required for
the distribution of the Notes and, if requested by the Agent, to arrange for the
determination of the legality of the Notes for purchase by institutional
investors, except that the Company shall not be required in connection therewith
to qualify to do business in any jurisdiction where it is not now so qualified
or to take any action which would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to the Agent copies of the Registration
Statement and the Prospectus (including all documents incorporated by reference
therein), and all amendments of and supplements to the Registration Statement or
the Prospectus which are filed with the Commission during the period in which a
prospectus relating to the Notes is required to be delivered under the Act
(including all documents filed by an amendment or supplement with the Commission
during such period which are deemed to be incorporated by reference therein), in
each case in such quantities as the Agent may from time to time reasonably
request.
(f) The Company will make generally available to its security holders and
to the Agent as soon as practicable, but in any event not later than 15 months
after the end of the Company's current fiscal quarter, an earnings statement
(which need not be audited) covering a 12-month period beginning after the date
upon which any amendment of or supplement to the Prospectus (other than a
Pricing Supplement or an amendment or supplement relating solely to an offering
of securities other than the Notes) is filed pursuant to Rule 424 under the Act,
which shall satisfy the provisions of Section 11(a) of the Act.
(g) The Company shall, whether or not any sale of Notes is consummated or
this Agreement is terminated, pay all expenses incident to the performance of
its obligations under this Agreement and under any Terms Agreement, including,
without limitation, the fees and disbursements of its accountants and counsel,
the cost of printing (or other production) and delivery of the Registration
Statement and the Prospectus, all amendments thereof and supplements thereto,
the Indentures, and all other documents relating to the offering, the cost of
preparing, printing, packaging and delivering the Notes, the fees and
disbursements (including reasonable fees of counsel) incurred in connection with
the qualification of the Notes for sale and determination of eligibility for
investment of the Notes under the securities or Blue Sky laws of such
jurisdictions as the Agent may designate, the fees and disbursements of the
Trustees, the 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
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fees and expenses incurred with respect to any filing with the National
Association of Securities Dealers, Inc. and the reasonable fees and
disbursements of Cleary, Gottlieb, Steen & Hamilton ("Cleary Gottlieb"), as
counsel for the Agent, or other counsel reasonably satisfactory to both the
Agent and the Company, and such other expenses, including, without limitation,
advertising expenses as may be agreed upon by the Agent and the Company;
provided, however, that with respect to any purchase of Notes by the Agent as
principal pursuant to a Terms Agreement, the fees and disbursements of Cleary
Gottlieb 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) Pricing Supplement, (b) an amendment or
supplement relating solely to an offering of securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document filed under the Exchange Act), if requested by the Agent, the
Company will deliver or cause to be delivered forthwith to the Agent a
certificate of the Company signed by the Chairman of the Board, any Vice
Chairman, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, Deputy Treasurer, or any Assistant Treasurer and by the Controller or
the principal financial or accounting officer of the Company (or another officer
or officers acceptable to the Agent), dated the date of the effectiveness of
such amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to the Agent, to
the effect that the statements contained in the certificate referred to in
Section 4(b)(iii) hereof that was last furnished to the Agent (either pursuant
to Section 4(b)(iii) or pursuant to this Section 3(i)) are true and correct at
the time of the effectiveness of such amendment or the time of filing of such
supplement or document, as the case may be, as though made at and as of such
time (except that such statements shall be deemed to relate to the Registration
Statement, as amended at the time of effectiveness of such amendment, and to the
Prospectus, as amended and supplemented at the date of such certificate) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in Section 4(b)(iii) hereof, but modified, if 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.
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(j) Each time the Registration Statement or the Prospectus is amended
or supplemented (other than (a) a Pricing Supplement, (b) an amendment or
supplement relating solely to an offering of securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document under the Exchange Act), if requested by the Agent, the Company
shall furnish to or cause to be furnished forthwith to the Agent the written
opinion of 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 securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document under the Exchange Act), if requested by the Agent, the Company
shall cause KPMG LLP ("KPMG"), its independent certified public accountants, to
furnish forthwith the Agent a letter, within three business days following the
date of the effectiveness of such amendment or the date of filing of such
supplement or document, as the case may be (provided that, in the event any
Settlement Date falls within such three business day period, such letter will be
delivered on or prior to such Settlement Date), in form satisfactory to the
Agent, of the same tenor as the letter referred to in Section 4(b)(iv) hereof,
but modified to relate to the Registration Statement and Prospectus, as amended
and supplemented to the date of such letter, with such changes as may be
necessary to reflect changes in the financial statements and other information
derived from the accounting records of the Company; provided, that, if the
Registration Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information with respect to a
fiscal quarter, KPMG may limit the scope of such letter to the unaudited
financial statements included in such amendment or supplement.
(l) Each acceptance by the Company of an offer for the purchase of
Notes and each sale of Notes to the Agent as principal shall be deemed to be an
affirmation that the representations and warranties of the Company contained in
or made pursuant to this Agreement are true and correct in all material respects
at the time of such acceptance or sale, as the case may be, as though made at
and as of such time, and an undertaking that such representations and warranties
will be true and correct in all 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
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warranties shall relate to the Registration Statement and the Prospectus as
amended and supplemented to each such time).
(m) Anything to the contrary in this Section 3 notwithstanding, if, at
the time of any required notice, amendment or supplement to the Registration
Statement or the Prospectus, the Company shall have instructed the Agent to
suspend solicitation of offers to purchase the Notes in its capacity as Agent of
the Company and the Agent does not then hold any Notes acquired by it as
principal pursuant to a Terms Agreement, the Company shall not be obligated to
furnish or cause to be furnished to the Agent any notice, certificate, opinion
or letter otherwise required until such time as it shall determine that
solicitation of offers to purchase the Notes should be resumed; and provided
further that, prior to resuming such solicitation the Agent shall be entitled to
receive any such notices, certificates, opinions or letters not previously
furnished, accurate as of the date of such notice, certificate, opinion or
letter.
4. Conditions to the Obligations of the Agent. The Agent's obligations to
solicit offers to purchase Notes as agent of the Company, the Agent's
obligations to purchase Notes as principal pursuant to any Terms Agreement or
otherwise and the obligation of any other purchaser to purchase Notes from the
Company will be subject to the accuracy in all material respects of the
representations and warranties on the part of the Company herein contained, to
the accuracy of the statements of the Company's officers made in each
certificate furnished pursuant to the provisions hereof and to the performance
and observance by the Company of all covenants and agreements herein contained
on its part to be performed and observed (in the case of the Agent's obligations
to solicit offers to purchase Notes, at the time of such solicitation, and, in
the case of the Agent's or any other purchaser's obligation to purchase Notes,
at the time the Company accepts the offer to purchase such Notes and at the time
of purchase) and (in each case) to the following additional conditions precedent
when and as specified:
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change 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 the New
York Stock Exchange, (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,
11
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 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 an Associate General Counsel
of the Company (or other counsel for the Company reasonably acceptable to
the Agent) and, if called for by a Terms Agreement, the opinion of other
counsel, dated the Commencement Date or the Settlement Date, as the case
may be, to the effect set forth in Exhibit C hereto.
(ii) The Agent shall have received from Cleary Gottlieb (or other
counsel reasonably acceptable to the Agent and the Company), counsel for
the Agent, an opinion dated the Commencement Date or the Settlement Date,
as the case may be, to the effect set forth in Exhibit D hereto.
(iii) The Company shall have furnished to the Agent a certificate
of the Company, signed by the Chairman of the Board, any Vice Chairman, the
Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Deputy
Treasurer, or any Assistant Treasurer and by the Controller or the principal
financial or accounting officer of the Company (or another officer or officers
acceptable to the Agent), dated the Commencement Date or the Settlement Date, as
the case may be, to the effect that each signatory of such certificate, to the
best of his or her knowledge, after reasonable investigation, certifies that:
(A) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
12
the date of such certificate with the same effect as if made on the
date of such certificate and the Company has complied in all
material respects with all the agreements and satisfied in all
material respects all the conditions on its part to be performed or
satisfied as a condition to the obligations of the Agent under this
Agreement;
(B) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to their knowledge, have been
threatened; and
(C) since the date of the most recent financial statements
included in the Prospectus, as amended and supplemented, there has
been no material adverse change in the consolidated financial
condition or results of operations of the Company and its
subsidiaries, taken as a whole, which is not disclosed in the
Prospectus, as amended or supplemented.
(iv) KPMG, or another nationally recognized independent accounting
firm, shall have furnished to the Agent a letter or letters, dated the
Commencement Date or the Settlement Date, as the case may be, in form and
substance reasonably satisfactory to the Agent, to the effect set forth in
Exhibit E hereto.
(v) The Company shall have furnished to the Agent such appropriate
further information, certificates and documents as the Agent may
reasonably request.
5. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless the Agent against any
losses, claims, damages or liabilities, joint or several, to which the Agent may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement when it became effective, the
Prospectus, or any amendment or supplement thereto, or any related Preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse the Agent for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending against such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Agent specifically
for use in the preparation thereof and such indemnity with respect to any
preliminary prospectus, the Prospectus or any preliminary supplemental
prospectus,
13
shall not inure to the benefit of the Agent (or any person controlling the
Agent) if the Company shall have delivered sufficient quantities of the
Prospectus, as amended and supplemented, to the Agent within a reasonable time
prior to the earlier of the delivery of the written confirmation of the sale of
such Notes or the delivery of such Notes to the person asserting such loss,
claim, damage, liability or action for which indemnification is sought, and the
Prospectus as so amended and supplemented (excluding documents incorporated by
reference) was not sent or given to such person by the Agent at or prior to the
earlier of the delivery of the written confirmation of the sale of such Notes or
the delivery of such Notes to such person in any case where such sending or
giving of a prospectus is required by the Act, and the untrue statement or
omission of a material fact contained in such preliminary prospectus, such
Prospectus or such preliminary supplemental prospectus, was corrected in the
Prospectus, as so amended and supplemented, provided to the Agent.
(b) The Agent will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
part of the Registration Statement when such part became effective, the
Prospectus or any amendment or supplement thereto, or any related Preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Agent
specifically for use in the preparation thereof, and will reimburse the Company
for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending against any such loss, claim, damage, liability
or action.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnified party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
14
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent participating in the offering that
gave rise to such losses, claims, damages or liabilities on the other from the
offering of such Notes, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Agent on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Agent on the other in connection with the offering of such Notes shall
be deemed to be in the same proportion as the total net proceeds from the
offering of such Notes by the Agent (before deducting expenses) received by the
Company bear to the total commissions received by the Agent in respect thereof.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agent and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Agent agree that it would not
be just and equitable if contributions pursuant to this subsection (d) were to
be determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the first
sentence of this subsection (d). The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim (which shall be limited as
provided in subsection (c) above if the indemnifying party has assumed the
defense of any such action in accordance with the provisions thereof) which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Agent shall not be required to contribute any amount in
excess of the amount by which the total price at which the Notes were offered
and sold to the public by the Agent exceeds the amount of any damages which the
Agent has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Promptly after receipt by an indemnified party under this
subsection (d) of notice of the commencement of any action against such party in
respect of which a claim for contribution may be made against an indemnifying
party under this subsection (d), such indemnified party shall notify the
indemnifying party in writing of the commencement thereof if the notice
specified in subsection (c) above has not been given with respect to such
action; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this subsection (d).
15
(e) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Agent within the meaning of the Act or the Exchange Act; and the obligations of
the Agent under this Section 5 shall be in addition to any liability which the
Agent may otherwise have and shall extend, upon the same terms and conditions,
to each director of the Company, to each officer of the Company who has signed
the Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act or the Exchange Act.
6. Termination of the Appointment of the Agent. This Agreement may be
terminated at any time by either party hereto upon the giving of written notice
of such termination to the other party hereto. The termination of this Agreement
shall not require termination of any agreement by the Agent to purchase Notes as
principal, and the termination of any such agreement shall not require
termination of this Agreement. If this Agreement is terminated, neither party
shall have any liability to the other party hereto, except as provided in the
first sentence of the second paragraph of Section 1(a), the last proviso of
Section 3(b), and Sections 3(f), 3(g), 5, 7 and 11 hereof, and except that, if
at the time of termination an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the purchaser or its agent
of the Note or Notes relating thereto has not occurred, the Company's
representations and warranties stated in Section 2 and its obligations under
Sections 1(c), 3(a), 3(b), 3(c), 3(e), 3(h), 3(i), 3(j), 3(k), 3(l) and 4 hereof
shall also remain in full force and effect in favor of such purchaser or agent
and not be terminated until the delivery of such Notes.
7. Representations and Indemnities to Survive. With respect to the Agent's
solicitation of offers to purchase Notes as agent of the Company or the Agent's
obligation to purchase Notes as principal pursuant to any Terms Agreement or
otherwise, the respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the Agent set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Agent or the Company
or any of the officers, directors or controlling persons referred to in Section
5 hereof, and will survive delivery of and payment for the Notes for a period
extending to the earlier of (i) three years from the corresponding Settlement
Date for such Notes or (ii) the expiration of any applicable statute of
limitations governing such solicitation or purchase of Notes.
8. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Agent, will be mailed, delivered or
transmitted to it by any standard form of telecommunications at:
Salomon Smith Barney Inc.
388 Greenwich St.
New York, NY 10013
Attention: Medium-Term Note Department
Fax: (212) 816-0949
16
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: Treasury
Reference Medium-Term Note Program,
Series F
Fax: (212) 793-5629
and
425 Park Avenue
New York, New York 10022
Attention: Corporate Law/Capital Markets - Associate
General Counsel
Reference Medium-Term Note Program
Fax: (212) 793-8121
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the other
parties hereto.
9. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 5 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 5 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof, except to the extent provided for in Section 4
hereof, are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of the Agent hereunder may not be assigned without the prior
written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of any party
to exercise any right, remedy, power or privilege under this Agreement (singly
and collectively referred to as a "Right") shall operate as a waiver of such
Right, nor shall any single or partial exercise of any Right preclude any other
or further exercise of any Right, nor shall any waiver of any Right with respect
to any occurrence be construed as a waiver of any Right with respect to any
other occurrence.
17
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: /s/ Charles E. Wainhouse
Name: Charles E. Wainhouse
Title: Assistant Treasurer
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first written above.
SALOMON SMITH BARNEY INC.
By: /s/ Jeffrey A. Drake
--------------------
Name: Jeffrey A. Drake
Title: Vice President
Schedule 1
Citigroup Inc.
Medium-Term Notes
Commission Schedule
Unless otherwise agreed at the time of trade, Citigroup agrees to
pay each Selling Agent a commission equal to the following percentage of the
principal amount of Notes sold to purchasers solicited by such Selling Agent:
Term Commission Rate
---- ---------------
9 months to less than 1 year 0.05%
1 year to less than 18 months 0.075%
18 months to less than 2 years 0.15%
2 years to less than 3 years 0.20%
3 years to less than 4 years 0.225%
4 years to less than 5 years 0.275%
5 years to less than 6 years 0.325%
6 years to less than 7 years 0.35%
7 years to less than 10 years 0.375%
10 years to less than 12 years 0.425%
12 years to less than 15 years 0.450%
15 years to less than 20 years 0.525%
20 years to less than 30 years 0.875%
30 years to less than 50 years 0.875%
50 years to less than 60 years to be negotiated
Greater than 60 years to be negotiated
S 1-1
Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES F
MEDIUM-TERM SUBORDINATED NOTES, SERIES F
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated: _____, 2003
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Treasurer
Re: Distribution Agreement dated March 12, 2003
(the "Distribution Agreement")
Subject to the terms and provisions stated below, the undersigned
agrees to purchase the following principal amount of your (check box):
[ ] Medium-Term Senior Notes, Series F, Due Nine Months or More from
the Date of Issue: $ ; and/or
[ ] 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:
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- -------------- --------------------- ------------------------
Price to Public: Index Maturity:
Settlement Date and time: Spread:
Place of delivery: Spread Multiplier:
Original Issue Date: Amortization
Schedule:
Date on which interest
begins to accrue (if
different from Original
Issue Date):
Specified Currency: Initial Interest Rate:
A-2
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- -------------- --------------------- ------------------------
Maturity Date: Interest Reset Dates:
Interest Payment Maximum Interest Rate:
Dates:
Regular Record Dates:
Exchange Rate Agent:
Option to receive
payments in specified
currency other than
U.S. Dollars:
Sinking fund:
A-3
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- -------------- --------------------- ------------------------
Total amount OID:
Original yield to Minimum Interest Rate:
maturity:
Renewal terms:
Option to elect
repayment:
Optional Repayment
Dates:
Optional Repayment
prices:
A-4
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- -------------- --------------------- ------------------------
Optional Interest Rate
Reset:
Optional Reset Dates:
Optional extension of
maturity:
Length of extension
period:
Number of extension
periods:
Final Maturity Date:
A-5
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- -------------- --------------------- ------------------------
Depositary:
Optional Redemption Interest Reset Period:
Date(s):
Initial Redemption Interest payment
Date: Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption
percentage decrease:
Other terms:
The provisions of Sections 1(b) and (c) and 2 through 11 of the
Distribution Agreement and the related definitions are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth in
full herein.
A-6
[Insert only if Agent is acting as principal: Between the date of
this Agreement and the Settlement Date with respect to this Agreement, you will
not, without the undersigned's prior consent, offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company substantially similar to
the Medium-Term Senior Notes, Series 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-7
SALOMON SMITH BARNEY INC.
By
---------------------------------
Name:
Title:
Accepted:
CITIGROUP INC.
By
---------------------------------
Name:
Title:
Exhibit B
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
____________, 2003
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. ("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 and each Global Security representing Subordinated
Notes will be delivered to Citibank, N.A. ("Citibank") acting as agent for The
Depository Trust Company or any successor depository selected by the Company
("DTC," which term, as used herein, includes any successor depository selected
by the Company), and will be recorded in the book-entry 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.
B-1
The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agent and the sale as a result thereof by the
Company are explained below. Administrative and record-keeping responsibilities
will be handled for the Company by its Treasury Department. The Company will
advise the Agent, Citibank and the Trustees in writing of those persons handling
administrative responsibilities with whom the Agent and the Trustees are to
communicate regarding orders to purchase Notes and the details of their
delivery.
Administrative procedures and specific terms of the offering are
explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indentures, the
Notes or the Prospectus Supplement relating to the Notes shall be used herein as
therein defined. Notes for which interest is calculated on the basis of a fixed
interest rate, which may be zero, are referred to herein as "Fixed Rate Notes."
Notes for which interest is calculated on the basis of a floating interest rate
are referred to herein as "Floating Rate Notes." The Company will appoint and
enter into agreements with agents (each a "Calculation Agent") to calculate
interest rates on Floating Rate Notes. Unless otherwise specified in a Pricing
Supplement, Citibank will be the Calculation Agent for each Senior Note that is
a Floating Rate Note and each Subordinated Note that is a Floating Rate Note. To
the extent the procedures set forth below conflict with the provisions of the
Notes, the Indentures, DTC's operating requirements or the Distribution
Agreement, the relevant provisions of the Notes, the Indentures, DTC's operating
requirements and the Distribution Agreement shall control. The Company has
appointed Citibank to act as paying agent.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, Citibank (in such
capacity, the "DTC Agent") will perform the custodial, document control and
administrative functions described below for the Senior Notes and the
Subordinated Notes, respectively. Citibank will perform such functions in
accordance with its respective obligations under a Letter of Representations
from the Company and Citibank to DTC dated as of March 10, 2003 and a
Medium-Term Note Certificate Agreement between Citibank and DTC, dated as of
October 31, 1988, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as defined
under "Settlement" below) for one or
more Book-Entry
B-2
Notes, the Company will issue a
single global security in fully
registered form without coupons (a
"Global Security") representing up
to $500,000,000 principal amount of
all such Book-Entry Notes of the
same Series that have the same
Original Issue Date, Original Issue
Discount provisions, if any,
Interest Payment Dates, Regular
Record Dates, Interest Payment
Period, redemption, repayment and
extension provisions, if any, Stated
Maturity, and, in the case of Fixed
Rate Notes, interest rate, and
amortization schedule, if any, or,
in the case of Floating Rate Notes,
Initial Interest Rate, Base Rate,
Index Maturity, Interest Reset
Period, Interest Reset Dates, Spread
and/or Spread Multiplier, if any,
Minimum Interest Rate, if any, and
Maximum Interest Rate, if any and,
in each case, any other relevant
terms (collectively, the "Terms").
Each Global Security will be dated
and issued as of the date of its
settlement. Each Global Security
will bear an Original Issue Date,
which will be (i) with respect to an
original Global Security (or any
portion thereof), the Original Issue
Date specified in such Global
Security and (ii) following a
consolidation of Global Securities,
with respect to the Global Security
resulting from such consolidation,
the most recent Interest Payment
Date to which interest has been paid
or duly provided for on the
predecessor Global Securities,
regardless of the date of
authentication of such resulting
Global Security. No Global Security
will represent (i) both Fixed Rate
and Floating Rate Book-Entry Notes
or (ii) any Certificated Note or
(iii) both Senior Notes and
Subordinated Notes.
Identification Numbers: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service
Bureau") for the reservation of two
series of CUSIP numbers, one for Senior
Notes and one for Subordinated Notes,
each of which series consists of
approximately 900 CUSIP numbers and
relates to Global Securities
representing Book-Entry Notes and
book-entry
B-3
medium-term notes issued by the
Company with other Series
designations. The DTC Agents, the
Company and DTC have obtained from
the CUSIP Service Bureau a written
list of such reserved CUSIP numbers.
The DTC Agents will assign CUSIP
numbers to Global Securities as
described below under Settlement
Procedure "B." DTC will notify the
CUSIP Service Bureau periodically of
the CUSIP numbers that the DTC
Agents have assigned to Global
Securities. The DTC Agent will
notify the Company at any time when
fewer than 100 of the reserved CUSIP
numbers remain unassigned to Global
Securities, and, if it deems
necessary, the Company will reserve
additional CUSIP numbers for
assignment to Global Securities.
Upon obtaining such additional CUSIP
numbers, the Company shall deliver a
list of such additional CUSIP
numbers to either or both DTC
Agents, as needed, and to DTC.
Registration: Global Securities will be issued only
in fully registered form without
coupons. Each Global Security will be
registered in the name of CEDE & CO.,
as nominee for DTC, on the securities
register for the Notes (the "Securities
Register") maintained under the
applicable Indenture. The beneficial
owner of a Book-Entry Note (or one or
more indirect participants in DTC
designated by such owner) will
designate one or more participants in
DTC (with respect to such Book-Entry
Note, the "Participants") to act as
agent or agents for such owner in
connection with the book-entry system
maintained by DTC, and DTC will record
in book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such beneficial owner in
such Book-Entry Note in the account of
such Participants. The ownership
interest of such beneficial owner (or
such participant) in such Book-Entry
Note will be recorded through the
records of such Participants or through
the separate records of such
Participants and one or more indirect
participants in DTC.
B-4
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by
DTC and, in turn, by Participants (and
in certain cases, one or more indirect
participants in DTC) acting on behalf
of beneficial transferors and
transferees of such Note.
Exchanges: The DTC Agent may deliver to DTC and
the CUSIP Service Bureau at any time a
written notice of consolidation (a copy
of which shall be attached to the
resulting Global Security described
below) specifying (i) the CUSIP numbers
of two or more outstanding Global
Securities that represent (A) Fixed
Rate Book- Entry Notes of the same
Series and having the same Terms and
for which interest has been paid to the
same date or (B) Floating Rate
Book-Entry Notes of the same Series and
having the same Terms and for which
interest has been paid to the same
date, (ii) a date, occurring at least
thirty days after such written notice
is delivered and at least thirty days
before the next Interest Payment Date
for such Book-Entry Notes, on which
such Global Securities shall be
exchanged for a single replacement
Global Security and (iii) a new CUSIP
number to be assigned to such
replacement Global Security. Upon
receipt of such a notice, DTC will send
to its participants (including the DTC
Agent for such replacement Global
Security) a written reorganization
notice to the effect that such exchange
will occur on such date. Prior to the
specified exchange date, such DTC Agent
will deliver to the CUSIP Service
Bureau a written notice setting forth
such exchange date and such new CUSIP
number and stating that, as of such
exchange date, the CUSIP numbers of the
Global Securities to be exchanged will
no longer be valid. On the specified
exchange date, such DTC Agent will
exchange such Global Securities for a
single Global Security bearing the new
CUSIP number and a new Original Issue
Date, which shall be the last date to
which interest has been paid on the
underlying Book-Entry Notes, and the
CUSIP numbers of the exchanged Global
Securities will, in accordance with
CUSIP Service Bureau
B-5
procedures, be canceled and not
immediately reassigned. Upon such
exchange, the DTC Agent will mark
the predecessor Global Security
"canceled," make appropriate entries
in the DTC Agent's records and
destroy such canceled Global
Security in accordance with the
terms of the applicable Indenture
and deliver a certificate of
destruction to the Company.
Notwithstanding the foregoing, if
the Global Securities to be
exchanged exceed $500,000,000 in
aggregate principal amount, one
Global Security will be
authenticated and issued to
represent each $500,000,000 of
principal amount of the exchanged
Global Securities and an additional
Global Security will be
authenticated and issued to
represent any remaining principal
amount of such Global Securities
(see "Denominations" below).
Maturities: Each Book-Entry Note will mature on
a date nine months or more after the
issue date for such Note. A Floating
Rate Book-Entry Note will mature
only on an Interest Payment Date for
such Note.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any
amount in excess thereof that is an
integral multiple of $1,000. If
Book-Entry Notes are denominated in a
Specified Currency other than U.S.
dollars, the denominations of such
Notes will be determined pursuant to
the provisions of the applicable
Pricing Supplement. Global Securities
will be denominated in principal
amounts not in excess of $500,000,000
(or the equivalent thereof). If one or
more Book-Entry Notes having an
aggregate principal amount in excess of
$500,000,000 (or the equivalent
thereof) would, but for the preceding
sentence, be represented by a single
Global Security, then one Global
Security will be authenticated and
issued to represent each $500,000,000
principal amount (or the equivalent
thereof) of such Book-Entry Note or
Notes and an additional Global Security
will be authenticated and issued to
represent any remaining principal
amount of such Book-Entry Note or
Notes. In such a case, each of the
Global Securities
B-6
representing such Book-Entry Note or
Notes shall be assigned the same
CUSIP number.
Notice of Redemption Dates: The DTC Agent will, with respect to
the Notes, give notice to DTC prior
to each Redemption Date (as
specified in the Note) if any at the
time and in the manner set forth in
the applicable Letter of
Representations.
Interest: General. Unless otherwise indicated
in the applicable Pricing
Supplement, interest, if any, on
each Book-Entry Note will accrue
from the Original Issue Date (or
such other date on which interest
otherwise begins to accrue (if
different than the Original Issue
Date)) of the Global Security
representing such Book-Entry Note
for the first interest period or the
last date to which interest has been
paid, if any, for each subsequent
interest period, on the Global
Security representing such
Book-Entry Note, and will be
calculated and paid in the manner
and on the Interest Payment Dates
described in such Book-Entry Note
and in the Prospectus (as defined in
the Distribution Agreement), as
supplemented by the applicable
Pricing Supplement. Unless otherwise
specified, each payment of interest
on a Book-Entry Note will include
interest accrued to but excluding
the Interest Payment Date; provided,
that in the case of Floating Rate
Notes that reset daily or weekly,
interest payments will include
interest accrued to but excluding
the next preceding Regular Record
Date, except that at stated
Maturity, the interest payable will
include interest accrued to, but
excluding, the Maturity. Interest
payable at the Maturity of a
Book-Entry Note will be payable to
the Person to whom the principal of
such Note is payable. Standard &
Poor's Corporation will use the
information received in the pending
deposit message described under
Settlement Procedure "C" below in
order to include the amount of any
interest payable and certain other
information regarding the related
Global Security in the appropriate
(daily or weekly) bond report
published by Standard & Poor's
Corporation.
B-7
Regular Record Dates. Unless otherwise indicated in
the applicable Pricing Supplement, the Regular
Record Date with respect to any Interest Payment
Date (i) for a Floating Rate Note shall be the
Business Day immediately preceding such Interest
Payment Date and (ii) for a Fixed Rate Note or
Indexed Rate Note shall be the date (whether or not
a Business Day) fifteen calendar days immediately
preceding such Interest Payment Date.
Payments of Principal and Payment of Interest Only. Promptly after each
Interest: Regular Record Date, the DTC Agent for each Global
Security will deliver to the Company and DTC a
written notice setting forth, by CUSIP number, the
amount of interest to be paid on each Global
Security on the following Interest Payment Date
(other than an Interest Payment Date coinciding
with Maturity) and the total of such amounts. DTC
will confirm the amount payable on each Global
Security on such Interest Payment Date by reference
to the appropriate (daily or weekly) bond reports
published by Standard & Poor's Corporation. The
Company will pay to Citibank for the Notes
represented by such Global Security the total
amount of interest due on such Interest Payment
Date (other than at Maturity), and Citibank will
pay such amount to DTC, at the times and in the
manner set forth below under "Manner of Payment."
If any Interest Payment Date for a Book-Entry Note
is not a Business Day, the payment due on such day
shall be made on the next succeeding Business Day
and no interest shall accrue as a result of such
delayed payment. In the case of a Floating Rate
Note that is a LIBOR note or a EURIBOR note (each
as described in the Prospectus), if postponement to
the next business day would cause the interest
payment date to be in the next succeeding calendar
month, the Interest Payment Date will instead be
the immediately preceding Business Day.
Payments at Maturity or Upon Redemption. On or
about the first Business Day of each month, the DTC
Agent will, with respect to the Global
B-8
Securities for which it acts as DTC Agent, deliver
to the Company, DTC and the Trustee a written list
of principal and interest to be paid on each Global
Security maturing either at Maturity or on a
Redemption Date in the following month. The DTC
Agent for each Global Security, the Company and DTC
will confirm the amounts of such principal and
interest payments with respect to each such Global
Security on or about the fifth Business Day
preceding the Maturity Date or Redemption Date of
such Global Security. On or before such Maturity or
Redemption, the Company will pay to Citibank for
the Notes represented by such Global Security the
principal amount or redemption price of such Global
Security, together with interest due at such
Maturity or redemption in the manner set forth
below under "Manner of Payment." Citibank will pay
such amount to DTC at the times and in the manner
set forth below under "Manner of Payment." If any
Maturity of a Global Security representing
Book-Entry Notes is not a Business Day, the payment
due on such day shall be made on the next
succeeding Business Day and no interest shall
accrue on such payment for the period from and
after such Maturity Date or Redemption Date.
Promptly after payment to DTC of the principal and
interest or redemption price due on the Maturity
Date or Redemption Date of such Global Security,
the Trustee for such Global Security will cancel
and destroy such Global Security in accordance with
the applicable Indenture and, if requested, deliver
a certificate of destruction to the Company.
Manner of Payment. The total amount of any
principal and interest or redemption price due on
Global Securities on any Interest Payment Date or
at Maturity or upon redemption or repayment shall
be paid by the Company to Citibank for the Notes
represented by such Global Security in immediately
available funds no later than 9:30 A.M. (New York
City time) on such date. The Company will make such
payment on such Global Securities by instructing
Citibank to withdraw funds from an account
maintained by
B-9
the Company with the DTC Agent for the Notes
represented by such Global Securities. The Company
will confirm any such instructions in writing to
Citibank. Prior to 10 A.M. (New York City time) on
the date of Maturity or as soon as possible
thereafter, Citibank will pay by separate wire
transfer (using Fedwire message entry instructions
in a form previously specified by DTC) to an
account at the Federal Reserve previously specified
by DTC, in funds available for immediate use by
DTC, each payment of principal (together with
interest thereon) due on a Global Security on such
Maturity Date or Redemption Date. On each Interest
Payment Date (other than at Maturity), interest
payments shall be made to DTC, in same day funds,
in accordance with existing arrangements between
the relevant DTC Agent and DTC. On each such date,
DTC will pay, in accordance with its SDFS operating
procedures then in effect, such amounts in funds
available for immediate use to the respective
Participants in whose names the Book-Entry Notes
represented by such Global Securities are recorded
in the book-entry system maintained by DTC. None of
the Company (as issuer or as paying agent),
Citibank or such DTC Agent shall have any direct
responsibility or liability for the payment by DTC
to such Participants of the principal of and
interest on the Book-Entry Notes.
If an issue of Notes is denominated in a currency
other than the U.S. dollar, the Company will make
payments of principal and any interest in the
currency in which the Notes are denominated (the
"foreign currency") or in U.S. dollars. DTC has
elected to have all such payments of principal and
interest in U.S. dollars unless notified by any of
its Participants through which an interest in the
Notes is held that it elects, in accordance with
and to the extent permitted by the applicable
Pricing Supplement and the Note, to receive such
payment of
B-10
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 Citibank on or prior to the fifth
Business Day after the record date for payment of
interest and ten days prior to the date for payment
of principal of the portion of such payment to be
received in the foreign currency and the applicable
wire transfer instructions, and Citibank shall use
such instructions to pay the Participants directly.
If DTC does not so notify Citibank, it is
understood that only U.S. dollar payments are to be
made. Citibank shall notify DTC on or prior to the
second Business Day prior to payment date of the
conversion rate to be used and the resulting U.S.
dollar amount to be paid per $1,000 face amount. In
the event that Citibank's quotation to convert the
foreign currency into U.S. dollars is not
available, Citibank shall notify DTC's Dividend
Department that the entire payment is to be made in
the foreign currency. In such event, DTC will ask
its Participants for payment instructions and
forward such instructions to Citibank and Citibank
shall use such instructions to pay the Participants
directly.
Withholding Taxes. The amount of any taxes required
under applicable law to be withheld from any
interest or principal or redemption payment on a
Book-Entry Note will be determined and withheld by
the Participant, indirect participant in DTC or
other Person responsible for forwarding payments
and materials directly to the beneficial owner of
such Note.
Procedures upon Company's Company Notice to the Trustee regarding Exercise of
Exercise of Optional Reset Optional Reset. Not less than 45 or more than 60
or Optional Extension days before an Optional Reset Date as set forth in
of Maturity: a Book-Entry Note, the Company will notify the
Trustee for such Book-Entry Note whether it is
exercising its option to reset the
B-11
interest rate or Spread or Spread Multiplier, as
the case may be, for such Book-Entry Note, and if
so, (i) the new interest rate or Spread or Spread
Multiplier, as the case may be, for such Book-Entry
Note during the period from such Optional Reset
Date to the next Optional Reset Date as set forth
in such Book-Entry Note or, if there is no such
next Optional Reset Date, to the Stated Maturity of
such Book-Entry Note (the "Subsequent Interest
Period"); and (ii) the provisions, if any, for
redemption of such Book-Entry Note during such
Subsequent Interest Period, including the date or
dates on which or the period or periods during
which such redemption may occur during such
Subsequent Interest Period.
Company Notice to the Trustee regarding Exercise of
Optional Extension of Maturity. If the Company
elects to exercise an option, as set forth in a
Book-Entry Note, to extend the Stated Maturity of
such Note, it will so notify the Trustee for such
Book-Entry Note no less than 45 or more than 60
days before the Stated Maturity of such Book-Entry
Note, and will further indicate (i) the new Stated
Maturity; (ii) the interest rate or Spread or
Spread Multiplier, as the case may be, applicable
to the extension period; and (iii) the provisions,
if any, for redemption of such Book-Entry Note
during such extension period, including the date or
dates on which or the period or periods during
which such redemption may occur during such
extension period.
Trustee Notice to DTC regarding Company's Exercise
of Optional Extension or Reset. Upon receipt of
notice from the Company regarding the Company's
exercise of either an optional extension of
maturity or an optional reset, the Trustee for the
Book-Entry Note will deliver a notice to DTC not
less than 40 days before the Optional Reset Date
(in which case a "Reset Notice") or the Stated
Maturity (in which case an "Extension Notice"), as
the case may be, which Reset Notice or Extension
Notice shall identify
B-12
such Book-Entry Note by CUSIP number and shall
contain the information required by the terms of
the Book-Entry Note.
Trustee Notice to Company regarding Option to be
Repaid. If, after receipt of either a Reset Notice
or an Extension Notice, DTC exercises the option
for repayment by tendering the Global Security
representing the Book-Entry Note to be repaid as
set forth in such Note, the Trustee for such
Book-Entry Note shall give notice to the Company
not less than 22 days before the Optional Reset
Date or the old Stated Maturity, as the case may
be, of the principal amount of Book-Entry Notes to
be repaid on such Optional Reset Date or old Stated
Maturity, as the case may be.
Company Notice regarding New Interest Rate or New
Spread or Spread Multiplier. If the Company elects
to revoke the interest rate or Spread or Spread
Multiplier provided for in the Reset Notice and
establish a higher interest rate or Spread or
Spread Multiplier for an Optional Reset Period or
extension period, as the case may be, it shall, not
less than 20 days before such Optional Reset Date
or old Stated Maturity, so notify the Trustee for
the affected Book-Entry Note. The Trustee will
immediately thereafter notify DTC of the new
interest rate or Spread or Spread Multiplier
applicable to such Book-Entry Note.
Trustee Notice to Company regarding DTC Revocation
of Option to be Repaid. If, after DTC has tendered
any Book-Entry Notes for repayment pursuant to an
Extension Notice or an Reset Notice, DTC then
revokes such tender for repayment, the Trustee for
such Book-Entry Notes shall give notice to the
Company not less than five days prior to the Stated
Maturity or Optional Reset Date, as the case may
be, of such revocation and of the principal amount
of Book-Entry Notes for which tender for repayment
has been revoked.
B-13
Deposit of Repayment Price. On or before any old
Stated Maturity where the Maturity has been
extended, and on or before any Optional Reset Date,
the Company shall deposit with Citibank an amount
of money sufficient to pay the principal amount,
plus interest accrued to such old Stated Maturity
or Optional Reset Date, as the case may be, for all
the Book-Entry Notes or portions thereof for which
such Trustee serves as Trustee and which are to be
repaid on such old Stated Maturity or Optional
Reset Date, as the case may be. Citibank will use
such money to repay such Book-Entry Notes pursuant
to the terms set forth in such Notes.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise Optional Redemption. At least 45 days prior to the
of Optional Redemption: date on which it intends to redeem a Book-Entry
Note, the Company will notify the Trustee for such
Book-Entry Note that it is exercising such option
with respect to such Book-Entry Note on such date
and the redemption price of such Book-Entry Notes.
Trustee Notice to DTC regarding Company's Exercise
of Optional Redemption. After receipt of notice
that the Company is exercising its option to redeem
a Book-Entry Note, the Trustee will, at least 30
days before the Redemption Date for such Book-Entry
Note, hand deliver to DTC a notice identifying such
Book-Entry Note by CUSIP number and informing DTC
of the Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or before any
Redemption Date, the Company shall deposit with
Citibank an amount of money sufficient to pay the
redemption price, plus interest accrued to such
Redemption Date, for all the Book-Entry Notes or
portions thereof for which each Trustee serves as
Trustee and which are to be repaid on such
Redemption Date. Citibank will use such money to
repay such Book-Entry Notes pursuant to the terms
set forth in such Notes.
B-14
Payments of Principal Trustee Notice to Company of Option to be Repaid.
and Interest Upon Upon receipt of notice of exercise of the option
Exercise of Optional for repayment and the Global Securities representing
Repayment (Except the Book-Entry Notes so to be repaid as set forth in
Pursuant to such Notes, the Trustee for such Book-Entry Notes
Company's Exercise shall (unless such notice was received pursuant to
of Optional Reset or the Company's exercise of an optional reset or an
Optional Extension): optional extension of maturity, in each of which
cases the relevant procedures set forth above are
to be followed) give notice to the Company not less
than 20 days prior to each Optional Repayment Date
of such Optional Repayment Date and of the
principal amount of Book-Entry Notes to be repaid
on such Optional Repayment Date.
Deposit of Repayment Price. On or prior to any
Optional Repayment Date, the Company shall deposit
with Citibank an amount of money sufficient to pay
the optional repayment price, and accrued interest
thereon to such date, of all the Book-Entry Notes
or portions thereof which are to be repaid on such
date. Citibank will use such money to repay such
Book-Entry Notes pursuant to the terms set forth in
such Notes.
Procedure for Rate The Company and the Agent will discuss from time to
Setting and Posting: time the aggregate principal amount of, the issuance
price of, and the interest rates to be borne by,
Book-Entry Notes that may be sold as a result of
the solicitation of orders by the Agent. If the
Company decides to set prices of, and rates borne
by, any Book-Entry Notes in respect of which the
Agent is to solicit orders (the setting of such
prices and rates to be referred to herein as
"posting") or if the Company decides to change
prices or rates previously posted by it, it will
promptly advise the Agent of the prices and rates
to be posted.
Acceptance and Rejection of Unless otherwise instructed by the Company, the Agent
Orders: 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
B-15
agreed by the Company and the Agent, the Company
has the right to accept orders to purchase
Book-Entry Notes and may reject any such orders in
whole or in part.
Preparation of Pricing If any order to purchase a Book-Entry Note is
Supplement: accepted by or on behalf of the Company, the
Company will prepare a pricing supplement (a
"Pricing Supplement") reflecting the terms of such
Book-Entry Note, will file one copy thereof by
electronic submission with the Commission in
accordance with the applicable paragraph of Rule
424(b) under the Act, will deliver such number of
copies thereof to the Agent as the Agent shall
request. If required, the Agent will file such
Pricing Supplement with the National Association of
Securities Dealers, Inc. (the "NASD"). The Agent
will cause a Prospectus and such Pricing Supplement
to be delivered to the purchaser of such Book-Entry
Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix the Pricing
Supplement to Prospectuses prior to their use.
Outdated Pricing Supplements and the Prospectuses
to which they are attached (other than those
retained for files), will be destroyed.
Copies of the appropriate number of Pricing
Supplements shall be delivered to the Agent at the
following address by 11:00 A.M., New York City
time, on the Business Day following the acceptance
of an offer by or on behalf of the Company: to
Salomon Smith Barney Inc., Brooklyn Army Terminal,
140 58th Street, 8th Floor, Brooklyn, New York
11220 (with a copy transmitted by telecopy to (718)
765-6734, Attention: Annabelle Avila).
Suspension of Solicitation; Subject to the Company's representations, warranties
Amendment or Supplement: 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
B-16
forthwith suspend solicitation until such time as
the Company has advised it such solicitation may be
resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agent, the Trustees and the DTC
Agents whether such orders may be settled and
whether copies of the Prospectus as in effect at
the time of the suspension, together with the
appropriate Pricing Supplement, may be delivered in
connection with the settlement of such orders. The
Company will have the sole responsibility for such
decision and for any arrangements that may be made
in the event that the Company determines that such
orders may not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of Prospectus: A copy of the Prospectus and a Pricing Supplement
relating to a Book-Entry Note must accompany or
precede the earliest of any written offer of such
Book-Entry Note, confirmation of the purchase of
such Book-Entry Note and payment for such
Book-Entry Note by its purchaser. If notice of a
change in the terms of the Book-Entry Notes is
received by the Agent between the time an order for
a Book-Entry Note is placed and the time written
confirmation thereof is sent by the Agent to a
customer or his agent, such confirmation shall be
accompanied by a Prospectus and Pricing Supplement
setting forth the terms in effect when the order
was placed. The Agent will deliver a Prospectus and
Pricing Supplement as herein described with respect
to each Book-Entry Note sold by it. The Company
will make such delivery if such Book-Entry Note is
sold directly by the Company to a purchaser (other
than the Agent).
Confirmation: For each order to purchase a Book-Entry Note
solicited by the Agent and accepted by or on behalf
of the Company, the Agent will issue a confirmation
to the purchaser, with a copy to the Company,
setting forth the details set forth above
B-17
and delivery and payment instructions.
Settlement: The receipt by the Company of immediately available
funds in payment for a Book-Entry Note and the
authentication and issuance of the Global Security
representing such Book-Entry Note shall constitute
"settlement" with respect to such Book-Entry Note,
and the date of such settlement, the "Settlement
Date." All orders accepted by the Company will be
settled on the third Business Day next succeeding
the date of acceptance pursuant to the timetable
for settlement set forth below unless the Company
and the purchaser agree to settlement on another
day which shall be no earlier than the Business Day
next succeeding the date of sale.
Settlement Procedures: Settlement Procedures with regard to each
Book-Entry Note sold by the Company to or through
the Agent, except pursuant to a Terms Agreement,
shall be as follows:
A. The Agent will advise the Company by telephone
(or by facsimile or other acceptable written
means) that such Note is a Book-Entry Note and
of the following settlement information:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate Book-Entry
Note, the interest rate and reset, redemption,
repayment and extension provisions (if any) or, in
the case of a Floating Rate Book-Entry Note, the
Base Rate, Initial Interest Rate (if known at such
time), Interest Reset Period, Interest Reset Dates,
Index Maturity, Spread and/or Spread Multiplier (if
any), Minimum Interest Rate (if any), Maximum
Interest Rate (if any) and reset, redemption,
repayment and extension provisions (if any).
5. Interest Payment Dates and the Interest
B-18
Payment Period.
6. Amortization provisions, if any.
7. Settlement date and Issue Date, if
different.
8. Specified currency.
9. Denominated currency, Indexed Currency,
Base Exchange Rate, and the Determination Date, if
applicable.
10. Price.
11. Agent's commission, determined as
provided in the Distribution Agreement.
12. Whether such Book-Entry Note is an OID
Note and, if so, the total amount of OID, the yield
to maturity and the initial accrual period OID.
13. Any other terms necessary to describe
the Book-Entry Note.
(a) The Company will advise the DTC
Agent by telephone (confirmed in writing at any
time on the same date), written telecommunication
or electronic transmission of the information set
forth in Settlement Procedure "A" above. Each such
communication by the Company shall constitute a
representation and warranty by the Company to the
DTC Agent for such Note, the Trustee for such Note
and the Agent that (i) such Note is then, and at
the time of issuance and sale thereof will be, duly
authorized for issuance and sale by the Company and
(ii) such Note, and the Global Security
representing such Note, will conform with the terms
of the Indenture for such Note. The DTC Agent will
then assign a CUSIP number to the Global Security
representing such Book-Entry Note and notify the
Agent and the Company by telephone (confirmed in
writing at any time on the same date), written
telecommunication or
B-19
electronic transmission of such CUSIP number as
soon as practicable.
B. Such DTC Agent will enter a pending deposit
message through DTC's Participant Terminal
System providing the following settlement
information to DTC Standard & Poor's
Corporation, Interactive Data Corporation, the
Agent and, upon request, the Trustee for such
Notes:
1. The information set forth in Settlement
Procedure "A."
2. Identification as a Fixed Rate Book-Entry
Note or a Floating Rate Book-Entry Note.
3. The Initial Interest Payment Date for such
Book-Entry Note, number of days by which such date
succeeds the related Regular Record Date and amount
of interest payable on such Interest Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global Security
representing such Book-Entry Note.
6. The participant account numbers
maintained by DTC on behalf of the Trustee and the
Agent.
7. Whether such Global Security will
represent any other Book-Entry Note (to the extent
known at such time).
C. To the extent the Company has not already done
so, the Company will deliver to the Trustee
for such Notes a Global Security in a form
that has been approved by the Company, the
Agent and the Trustee.
D. The Trustee will complete such Book-Entry
Note, stamp the appropriate legend, as
instructed by DTC, if not already set forth
B-20
thereon, and authenticate the Global Security
representing such Book-Entry Note.
E. DTC will credit such Book-Entry Note to such
DTC Agent's participant account at DTC.
F. Such DTC Agent will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC to (i) debit such
Book-Entry Note to such DTC Agent's
participant account and credit such Book-Entry
Note to the Agent's participant account and
(ii) debit the Agent's settlement account and
credit such DTC Agent's settlement account for
an amount equal to the price of such
Book-Entry Note less the Agent's commission.
The entry of such a deliver order shall
constitute a representation and warranty by
such DTC Agent to DTC that (i) the Global
Security representing such Book-Entry Note has
been issued and authenticated and (ii) such
DTC Agent is holding such Global Security
pursuant to the Medium Term Note Certificate
Agreement between such DTC Agent and DTC.
G. Unless the Agent is purchasing such Note as
principal, the Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit
such Book-Entry Note to the Agent's
participant account and credit such Book-Entry
Note to the participant accounts of the
Participants with respect to such Book-Entry
Note and (ii) to debit the settlement accounts
of such Participants and credit the settlement
account of the Agent for an amount equal to
the price of such Book-Entry Note.
H. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "F" and "G" will be
B-21
settled in accordance with SDFS operating
procedures in effect on the settlement date.
I. Such DTC Agent will, upon receipt of funds
from the Agent in accordance with Settlement
Procedure "F," credit to an account of the
Company maintained at such DTC Agent funds
available for immediate use in the amount
transferred to such DTC Agent in accordance
with Settlement Procedure "F."
J. Unless the Agent is purchasing such Book-Entry
Note as principal, the Agent will confirm the
purchase of such Book-Entry Note to the
purchaser either by transmitting to the
Participants with respect to such Book-Entry
Note a confirmation order or orders through
DTC's institutional delivery system or by
mailing a written confirmation to such
purchaser.
K. Monthly, the DTC Agent will send to the
Company a statement setting forth the
principal amount of Registered Notes
Outstanding as of the date of such statement
and setting forth a brief description of any
sales of which the Company has advised such
DTC Agent but which have not yet been settled.
Settlement Procedures 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
B-22
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one Business
Day after the sale date, Settlement Procedures "A,"
"B" and "C" shall be completed as soon as
practicable but no later than 11:00 A.M., 12:00
Noon and 2:00 P.M., respectively on the first
Business Day after the sale date. If the Initial
Interest Rate for a Floating Rate Book-Entry Note
has not been determined at the time that Settlement
Procedure "A" is completed, Settlement Procedures
"B" and "C" shall be completed as soon as such rate
has been determined but no later than 12:00 Noon
and 2:00 P.M., respectively, on the Business Day
before the settlement date. Settlement Procedure
"I" is subject to extension in accordance with any
extension of Fedwire closing deadlines and in the
other events specified in SDFS operating procedures
in effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled
or canceled, the DTC Agent for such Book-Entry
Notes after receiving notice from the Company or
the Agent, will deliver to DTC, through DTC's
Participant Terminal System, a cancellation message
to such effect by no later than 2:00 P.M. on the
Business Day immediately preceding the scheduled
settlement date.
Failure to Settle: If settlement of a Book-Entry Note is rescheduled
and the DTC Agent for such Note has not entered an
SDFS deliver order with respect to a Book-Entry
Note pursuant to Settlement Procedure "G," after
receiving notice from the Company or the Agent,
such DTC Agent shall deliver to DTC, through DTC's
Participant Terminal System, as soon as
practicable, a withdrawal message instructing DTC
to debit
B-23
such Book-Entry Note to such DTC Agent's
participant account. DTC will process the
withdrawal message, provided that such DTC Agent's
participant account contains a principal amount of
the Global Security representing such Book-Entry
Note that is at least equal to the principal amount
to be debited. If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee for
the Notes represented by such Global Security will
mark such Global Security "canceled," make
appropriate entries in such Trustee's records and
destroy the canceled Global Security in accordance
with the applicable Indenture and, if requested,
deliver a certificate of destruction to the
Company. The CUSIP number assigned to such Global
Security shall, in accordance with CUSIP Service
Bureau procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global Security,
the DTC Agent for such Book-Entry Notes will
exchange such Global Security for two Global
Securities, one of which shall represent such
Book-Entry Notes and shall be canceled immediately
after issuance and the other of which shall
represent the other Book-Entry Notes previously
represented by the surrendered Global Security and
shall bear the CUSIP number of the surrendered
Global Security.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect to
such Note by the beneficial purchaser thereof (or a
Person, including an indirect participant in DTC,
acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent may
enter SDFS deliver orders through DTC's Participant
Terminal System reversing the orders entered
pursuant to Settlement Procedures "G" and "F,"
respectively. Thereafter, the DTC Agent for such
Book-Entry Note will deliver the withdrawal message
and take the related actions described in the
preceding paragraph. If such failure shall have
occurred for any reason other
B-24
than a default by the Agent in the performance of
its obligations hereunder and under the
Distribution Agreement, then the Company will
reimburse the Agent for the loss of the use of the
funds during the period when they were credited to
the account of the Company.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may
take any actions in accordance with its SDFS
operating procedures then in effect. In the event
of a failure to settle with respect to one or more,
but not all, of the Book-Entry Notes to have been
represented by a Global Security, the DTC Agent for
such Book-Entry Note or Notes will provide, in
accordance with Settlement Procedures "E" and "G,"
for the authentication and issuance of a Global
Security representing the other Book-Entry Notes,
which have not failed to settle, to have been
represented by such Global Security and will make
appropriate entries in its records.
Authenticity of Signatures: The Agent will not have any obligation or liability
to the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee on
any Book-Entry Note.
Payment of Expenses: The Agent shall forward to the Company,
on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the
terms of the Distribution Agreement.
The Company will remit payment to the
Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agent the amount of advertising that
may be appropriate in soliciting offers
to purchase the Book-Entry Notes.
Advertising expenses will be paid by
the Company.
B-25
PART II
Administrative Procedures for Certificated Notes
Each Trustee will serve as registrar and transfer agent in connection with
the Certificated Notes for which it serves as Trustee.
Issuance: Each Certificated Note will be dated and issued as
of the date of its authentication by the applicable
Trustee. Each Certificated Note will bear an
Original Issue Date, which will be (i) with respect
to an original Certificated Note (or any portion
thereof), its original issuance date (which will be
the settlement date) and (ii) with respect to any
Certificated Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Certificated Note or in lieu of a destroyed, lost or
stolen Certificated Note, the Original Issue Date of
the predecessor Certificated Note, regardless of the
date of authentication of such subsequently issued
Certificated Note.
Registration: Certificated Notes will be issued only in fully
registered form without coupons.
Maturities: Each Certificated Note will mature on a date nine
months or more after the issue date for such Note. A
Floating Rate Certificated Note will mature only on
an Interest Payment Date for such Note.
Currency: The Specified Currency for a Certificated Note shall
be as set forth therein and in the applicable
Pricing Supplement.
Denominations: The denomination of any Certificated Note
denominated in U.S. dollars will be a minimum of
$1,000 or any amount in excess thereof that is an
integral multiple of $1,000. The authorized
denominations of Certificated Notes denominated in a
Specified Currency other than U.S. dollars shall be
determined as set forth in the applicable Pricing
Supplement.
Interest: General. Unless otherwise indicated in the
B-26
applicable Pricing Supplement, interest, if any, on
each Certificated Note will accrue from the Original
Issue Date (or such other date on which interest
otherwise begins to accrue (if different from the
Original Issue Date)) of such Note for the first
interest period or the last date to which interest
has been paid, if any, for each subsequent interest
period, on such Note, and will be calculated and
paid in the manner and on the dates described in
such Note and in the Prospectus, as supplemented by
the applicable Pricing Supplement. Unless otherwise
specified therein, each payment of interest on a
Certificated Note will include interest accrued to
but excluding the Interest Payment Date (provided
that, in the case of Certificated Notes which reset
daily or weekly, interest payments will include
accrued interest to and including the next preceding
Regular Record Date), except that at Stated
Maturity, the interest payable will include interest
accrued to, but excluding, the stated Maturity
(other than a Maturity of a Fixed Rate Certificated
Note occurring on the 31st day of a month, in which
case such payment of interest will include interest
accrued to but excluding the 30th day of such
month).
Regular Record Dates. Unless otherwise indicated in
the applicable Pricing Supplement, the Regular
Record Date with respect to any Interest Payment
Date (i) for a Floating Rate Note shall be the
Business Day immediately preceding such Interest
Payment Date and (ii) for a Fixed Rate Note or
Indexed Rate Note shall be the date (whether or not
a Business Day) fifteen calendar days immediately
preceding such Interest Payment Date.
Payments of Citibank will pay the principal amount of each
Interest: Certificated Note at Maturity or upon redemption
upon presentation and surrender of such Note to
Citibank. Such payment, together with payment of
interest due at Maturity or upon redemption of such
Note, will be made in funds available for immediate
use by Citibank
B-27
and in turn by the holder of such Note. Certificated
Notes presented to Citibank at Maturity or upon
redemption for payment will be canceled and
destroyed by Citibank, and a certificate of
destruction will be delivered to the Company. All
interest payments on a Certificated Note (other than
interest due at Maturity or upon redemption) will be
made by check drawn on Citibank (or another person
appointed by Citibank) and mailed by Citibank to the
person entitled thereto as provided in such Note and
the applicable Indenture; provided, however, that
any holder of $10,000,000 or more of Notes having
the same Interest Payment Dates will, upon written
request prior to the Regular Record Date in respect
of an Interest Payment Date, be entitled to receive
payment by wire transfer of immediately available
funds. Following each Regular Record Date, Citibank
will furnish the Company with a list of interest
payments to be made on the following Interest
Payment Date for each Certificated Note and in total
for all Certificated Notes. Interest at Maturity or
upon redemption will be payable to the person to
whom the payment of principal is payable. Citibank
will provide monthly to the Company lists of
principal and interest, to the extent ascertainable,
to be paid on Certificated Notes maturing or to be
redeemed in the next month.
Withholding Taxes. The amount of any taxes required
under applicable law to be withheld from any
interest payment on a Certificated Note will be
determined and withheld by Citibank.
The Company will be responsible for withholding
taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date for or the Maturity of
a Certificated Note is not a Business Day, the
payment due on such day shall be made on the next
succeeding Business
B-28
Day and no interest shall accrue on account of such
delayed payment. In the case of a Floating Rate Note
that is a LIBOR note or a EURIBOR note (each as
described in the Prospectus), if postponement to the
next business day would cause the interest payment
date to be in the next succeeding calendar month,
the Interest Payment Date will instead be the
immediately preceding Business Day.
Procedure for Rate The Company and the Agent will discuss from time to
Setting and Posting: time the aggregate principal amount of, the issuance
price of, and the interest rates to be borne by,
Notes that may be sold as a result of the
solicitation of orders by the Agent. If the Company
decides to set prices of, and rates borne by, any
Notes in respect of which the Agent is to solicit
orders (the setting of such prices and rates to be
referred to herein as "posting") or if the Company
decides to change prices or rates previously posted
by it, it will promptly advise the Agent of the
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the Company, the
Rejection of Orders: Agent will advise the Company promptly by telephone
of all orders to purchase Certificated Notes
received by the Agent, other than those rejected by
it in whole or in part in the reasonable exercise of
its discretion. Unless otherwise agreed by the
Company and the Agent, the Company has the sole
right to accept orders to purchase Certificated
Notes and may reject any such orders in whole or in
part. Before accepting any order to purchase a
Certificated Note to be settled in less than three
Business Days, the Company shall verify that the
Trustee for such Certificated Note will have
adequate time to prepare and authenticate such Note.
Preparation of Pricing If any order to purchase a Certificated Note is
Supplement: accepted by or on behalf of the Company, the Company
will prepare a Pricing Supplement reflecting the
terms of such Certificated Note, will file one copy
thereof by electronic
B-29
submission with the Commission in accordance with
the applicable paragraph of Rule 424(b) under the
Act, will deliver such number of copies thereof to
the Agent as the Agent shall request. If required,
the Agent will file the Pricing Supplement with the
NASD. The Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser of such
Certificated Note.
Copies of the appropriate number of Pricing
Supplements shall be delivered to the Agent at the
following addresses by 11:00 A.M., New York City
time, on the Business Day following the acceptance
of an offer by or on behalf of the Company: Salomon
Smith Barney Inc., Brooklyn Army Terminal, 140 58th
Street, 8th Floor, Brooklyn, New York 11220 (with a
copy transmitted by telecopy to (718) 765-6734,
Attention: Annabelle Avila).
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements and the
Prospectuses to which they are attached (other than
those retained for files), will be destroyed.
Suspension of Subject to the Company's representations, warranties
Solicitation; and covenants contained in the Distribution
Amendment or Agreement, the Company may instruct the Agent to
Supplement: suspend at any time for any period of time or
permanently, the solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agent will forthwith suspend
solicitation until such time as the Company has
advised it that such solicitation may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agent and the Trustees whether
such orders may be settled and whether copies of the
Prospectus as
B-30
in effect at the time of the suspension, together
with the appropriate Pricing Supplement, may be
delivered in connection with the settlement of such
orders. The Company will have the sole
responsibility for such decision and for any
arrangements that may be made in the event that the
Company determines that such orders may not be
settled or that copies of such Prospectus may not be
so delivered.
Delivery of A copy of the Prospectus and a Pricing Supplement
Prospectus: 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
B-31
"settlement." All orders accepted by the Company
will be settled on the fifth Business Day next
succeeding the date of acceptance pursuant to the
timetable for settlement set forth below, unless
the Company and the purchaser agree to settlement
on another day which shall be no earlier than the
next Business Day following the date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Certificated Note sold by the
Company to or through the Agent, as agent (except
pursuant to a Terms Agreement), shall be as
follows:
A. The Agent will advise the Company by
telephone (or by facsimile transmission or
other acceptable written means) that such
Note is a Certificated Note and of the
following settlement information, in time
for the Trustee for such Certificated Note
to prepare and authenticate the required
Note:
1. Name in which such Certificated Note is
to be registered ("Registered Owner").
2. Address of the Registered Owner and
address for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Principal or face amount.
5. Series.
6. Stated Maturity.
7. In the case of a Fixed Rate Certificated
Note, the Interest Rate and reset provisions (if
any) or, in the case of a Floating Rate
Certificated Note, the Base Rate, Initial Interest
Rate (if known at such time), Interest Reset
Period, Interest Reset Dates, Index Maturity,
Spread and/or Spread Multiplier (if
B-32
any), Minimum Interest Rate (if any), Maximum
Interest Rate (if any) and reset provisions (if
any).
8. Interest Payment Dates and the Interest
Payment Period.
9. Specified Currency.
10. Denominated Currency, Indexed Currency,
Base Exchange Rate and the Determination Date, if
applicable.
11. Redemption, repayment, amortization or
extension provisions, if any.
12. Settlement Date.
13. Price (including currency).
14. Agent's commission, if any, determined
as provided in the Distribution Agreement.
15. Whether such Certificated Note is an OID
Note, and, if so, the total amount of OID and the
yield to maturity.
16. Any other terms necessary to describe
the Certificated Note.
B. The Company will advise the relevant Trustee
by telephone (confirmed in writing at any
time on the sale date), written
telecommunication or electronic transmission
of the information set forth in Settlement
Procedure "A" above and the name of the
Presenting Agent.
C. The Company will deliver to the
relevant Trustee a pre-printed
four-ply packet for such
Certificated Note, which packet
will contain the following
documents in forms that have
been approved by the Company,
the Agent and the Trustee:
B-33
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Certificated
Note and will authenticate such Certificated
Note and deliver it (with the confirmation)
and Stubs One and Two to the Agent, and the
Agent will acknowledge receipt of the Note
by stamping or otherwise marking Stub One
and returning it to the Trustee. Such
delivery will be made only against such
acknowledgment of receipt and evidence that
instructions have been given by the Agent
for payment to such account as the Company
shall have specified in funds available for
immediate use, of an amount equal to the
price of such Certificated Note less the
Agent's commission. In the event that the
instructions given by the Agent for payment
to the account of the Company are revoked,
the Company will as promptly as possible
wire transfer to the account of the Agent an
amount of immediately available funds equal
to the amount of such payment made.
E. Unless the Agent purchased the Note as
principal, the Agent will deliver such
Certificated Note (with the confirmation) to
the customer against payment in immediately
payable funds. The Agent will obtain the
acknowledgment of receipt of such
Certificated Note by retaining Stub Two.
B-34
F. The Trustee will send Stub Three to the
Company by first-class mail.
Settlement For orders of Certificated Notes solicited by the
Procedures Agent, as agent, and accepted by the Company,
Timetable: Settlement Procedures "A" through "F" set forth
above shall be completed on or before the
respective times (New York City time) set forth
below:
Settlement
Procedure Time
--------- ----
A 2:00 P.M. on the day before settlement
B On the day two Business Days before settlement date.
C 2:15 P.M. two Business Days before settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise Optional Reset. Not less than 45 or more than 60
of Optional Reset days before an Optional Reset Date as set forth in
or Extension of a Certificated Note, the Company will notify the
Maturity: 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.
B-35
Company Notice to Trustee regarding Exercise of
Optional Extension of Maturity. If the Company
elects to exercise an option, as set forth in a
Certificated Note, to extend the Stated Maturity
of such Note, it will so notify the Trustee for
such Certificated Note not less than 45 or more
than 60 days before the Stated Maturity of such
Certificated Note, and will further indicate (i)
the new Stated Maturity; (ii) the interest rate or
Spread or Spread Multiplier, as the case may be,
applicable to the extension period; and (iii) the
provisions, if any, for redemption of such
Certificated Note during such extension period,
including the date or dates on which or the period
or periods during which such redemption may occur
during such extension period.
Trustee Notice to Holders regarding Company's
Exercise of Optional Extension or Reset. Upon
receipt of notice from the Company regarding the
Company's exercise of either an optional extension
of maturity or an optional reset, the Trustee for
the Certificated Note will mail a notice, first
class, postage prepaid, to the Holder of the
Certificated Note not less than 40 days before the
Optional Reset Date (in which case a "Reset
Notice") or the Stated Maturity (in which case an
"Extension Notice"), as the case may be, which
Reset Notice or Extension Notice shall contain the
information required by the terms of the
Certificated Note.
Trustee Notice to Company regarding Option to be
Repaid. If, after receipt of either a Reset 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
B-36
Stated Maturity, as the case may be.
Company Notice regarding New Interest Rate or New
Spread or Spread Multiplier. If the Company elects
to revoke the interest rate or Spread or Spread
Multiplier and establish a higher interest rate or
Spread or Spread Multiplier for an Optional Reset
Period or extension period, as the case may be, it
shall, not less than 20 days before such Optional
Reset Date or old Stated Maturity, so notify the
Trustee for the affected Certificated Note. The
Trustee will immediately thereafter notify the
Holder of such Certificated Note, by first class
mail, postage prepaid, of the new higher interest
rate or Spread or Spread Multiplier applicable to
such Certificated Note.
Trustee Notice to Company regarding Holder
Revocation of Option to be Repaid. If, after the
Holder of a Certificated Note has tendered such
Note for repayment pursuant to an Extension Notice
or a Reset Notice, such Holder revokes such tender
for repayment, the Trustee for such Certificated
Note shall give notice to the Company not less
than five days prior to the Stated Maturity or
Optional Reset Date, as the case may be, of such
revocation and of the principal amount of
Certificated Notes for which tender for repayment
has been revoked.
Deposit of Repayment Price. On or before any old
Stated Maturity where the Maturity has been
extended, and on or before any Optional Reset
Date, the Company shall deposit with Citibank an
amount of money sufficient to pay the principal
amount, plus interest accrued to such old Stated
Maturity or Optional Reset Date, as the case may
be, for all the Certificated Notes or portions
thereof for which each Trustee serves as Trustee
and which are to be repaid on such old Stated
Maturity or Optional Reset Date, as the case may
be. Citibank will use such money to repay such
Certificated Notes pursuant to the terms set
B-37
forth in such Notes.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise Optional Redemption. At least 45 days prior to the
of Optional date on which it intends to redeem a Certificated
Redemption: 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 Repaid.
Interest Upon Exercise of Upon receipt of notice of exercise of the option
Optional Repayment (Except for repayment and the Certificated Notes to be
Pursuant to Company's repaid as set forth in such Notes, the Trustee for
Exercise of Optional Reset such Certificated Notes shall (unless such notice
or Optional Extension): 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
B-38
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.
Authenticity of The Agent will not have any obligation
Signatures: or liability to the Company or a Trustee in
respect of the authenticity of the signature of
any officer, employee or agent of the Company or a
Trustee on any Certificated Note.
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the out-of-pocket
expenses incurred by the Agent during that month
that are reimbursable to it pursuant to the terms
of the Distribution Agreement. The Company will
remit payment to the Agent currently on a monthly
basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate in
soliciting orders to purchase the Certificated
Notes. Advertising expenses will be paid by the
Company.
B-39
Exhibit C
Opinion of an Associate General Counsel of the Company
An Associate General Counsel (or other counsel for the Company reasonably
acceptable to the Agent) will furnish pursuant to Section 4(b)(i) of the
Distribution Agreement the following opinions, in substantially the form set
forth below (subject to the limitations, assumptions, qualifications and
exceptions set forth therein)(capitalized terms used but not defined herein
shall have the meaning contained in the Distribution Agreement):
1. The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the State of Delaware, with corporate power
and authority to own its properties and conduct its business as described in the
Prospectus;
2. The Company is duly qualified to do business as a foreign corporation
in good standing in all jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such qualification
and the failure to so qualify would have a material adverse effect on the
Company;
3. Each Indenture has been duly authorized, executed and delivered by the
Company, has been duly qualified under the Trust Indenture Act and constitutes a
legal, valid and binding instrument enforceable against the Company in
accordance with its terms (subject, as to enforcement, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally and to general principles of equity regardless of
whether such enforceability is considered in a proceeding in equity or at law,
and subject further, as to enforcement, to any limitations as a result of (x)
requirements that a claim with respect to any Notes denominated other than in
U.S. dollars (or a foreign currency or foreign currency unit judgment in respect
of such claim) be converted into U.S. dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law or (y) governmental authority to
limit, delay or prohibit the making of payments in foreign currency or currency
units or payments outside the United States);
4. The Notes have been validly authorized and, when duly executed by the
proper officers of the Company, duly authenticated by the Trustees and delivered
as contemplated by the Distribution Agreement and by the Indentures, will be
validly issued and outstanding obligations of the Company enforceable in
accordance with their terms and entitled to the benefits of the Indentures
(subject, as to enforcement, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law, and subject
further, as to enforcement, to any limitations as a result of (x) requirements
that a claim with respect to any Notes denominated other than in U.S. dollars
(or a foreign currency or foreign currency unit judgment in respect of such
claim) be converted into U.S. dollars at a rate
C-1
of exchange prevailing on a date determined pursuant to applicable law or (y)
governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States) and
conform in all material respects to the description thereof in the Prospectus
dated January 29, 2003 and the Prospectus Supplement dated March 12, 2003
(together, the "Prospectus");
5. Each Indenture conforms in all material respects to the descriptions
thereof in the Prospectus;
6. The Distribution Agreement has been duly authorized, executed and
delivered by the Company;
7. No consent, approval, authorization or order of any court or
governmental agency, authority or body is required for the consummation by the
Company of the transactions contemplated by the Distribution Agreement or in the
Indentures, except such as have been obtained under the Act and the Trust
Indenture Act and such as may be required under the securities or Blue Sky laws
of any jurisdiction in connection with the sale of the Notes;
8. The execution, delivery and performance of the Indentures and the
Distribution Agreement will not, and the issuance and sale of the Notes in
compliance with the terms and provisions thereof, if they were issued on the
date hereof, would not, result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, any rule, regulation
or order of any governmental agency or body or any court having jurisdiction
over the Company or any material subsidiary of the Company or any of their
properties or any agreement or instrument known to such counsel to which the
Company or any material subsidiary of the Company is a party or by which the
Company or any such material subsidiary is bound or to which any of the
properties of the Company or any such material subsidiary is subject, or the
charter or By-Laws of the Company or of any such material subsidiary except that
no opinion is expressed in this paragraph 8 with respect to (i) the rights to
indemnity and contribution contained in the Distribution Agreement which may be
limited by federal or state securities laws or the public policy underlying such
laws or (ii) any state securities or Blue Sky laws; and
9. The Company's Registration Statement on Form S-3 (Registration No.
333-102206, the "Registration Statement") was declared effective under the Act,
and, to the best of such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or have been communicated
by the Securities and Exchange Commission to the Company as being contemplated
by it under the Act. The Registration Statement, as of its effective date, and
the Prospectus as of the date of the Prospectus Supplement and as of the date
hereof, comply as to form in all material respects with the requirements of the
Act, the Exchange Act and the Trust Indenture Act and the applicable rules and
regulations thereunder (except as to the financial statements or other data of a
financial or statistical nature or the Statements of Eligibility (Forms T-1)
under the Trust Indenture Act of the Trustee, as to which no opinion is
expressed);
C-2
such counsel has no reason to believe that the Registration Statement, as of its
effective date, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, as of the date of the
Prospectus Supplement or as of the date hereof, contained any untrue statement
of a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (except as to the
financial statements or other data of a financial or statistical nature, as to
which no opinion is expressed). The descriptions in the Registration Statement
and the Prospectus of statutes, legal and governmental proceedings and contracts
and other documents are accurate and fairly present the information required to
be shown; and such counsel does not know of any legal or governmental
proceedings required to be described in the Registration Statement or Prospectus
which are not described as required or of any contracts or documents of a
character required to be described in the Prospectus or to be filed as exhibits
to the Registration Statement which are not described and filed as required;
except that such counsel does not express any opinion as to the financial
statements or other data of a financial or statistical nature contained in the
Registration Statement or the Prospectus. While such counsel has not
independently verified and does not assume any responsibility for the accuracy,
completeness or fairness of the statements, except as expressly referred to in
the immediately preceding sentence, contained in the Registration Statement or
the Prospectus, the foregoing opinion in the second and third sentences in this
paragraph 9 is based upon such counsel's review and discussion with members of
the Company's legal staff who participated in the preparation of the
Registration Statement and the Prospectus (including any documents annexed
thereto or incorporated by reference therein) and any amendments and supplements
thereto, review and discussion of the contents thereof (including any such
annexed or incorporated documents) and the knowledge such counsel has gained in
his/her capacity as an Associate General Counsel's to the Company, but without
any independent check or verification on such counsel's part.
C-3
Exhibit D
Opinion of Counsel for the Agent
Cleary, Gottlieb, Steen & Hamilton (or other counsel for the Company
reasonably acceptable to the Agent and the Company), counsel for the Agent, will
furnish pursuant to Section 4(b)(ii) of the Distribution Agreement the following
opinions, in substantially the form set forth below (subject to the limitations,
assumptions, qualifications and exceptions set forth therein) (capitalized terms
used but not defined herein shall have the meaning contained in the Distribution
Agreement):
1. The execution and delivery of each of the Indentures have been
duly authorized by all necessary corporate action of the Company, and each of
the Indentures has been duly executed and delivered by the Company, and
qualified under the Trust Indenture Act of 1939, as amended, and each of the
Indentures is a valid, binding and enforceable agreement of the Company.
2. The execution and delivery of the Notes, assuming each of the
Notes matures nine months or more from its date of issue, have been duly
authorized by all necessary corporate action of the Company, and the Notes have
been duly authorized for issuance and sale pursuant to the Distribution
Agreement and, when duly executed and authenticated in accordance with the
provisions of the applicable Indenture and delivered and paid for pursuant to
the Distribution Agreement, will be the valid, binding and enforceable
obligations of the Company, entitled to the benefits of the applicable
Indenture.
3. The execution and delivery of the Distribution Agreement have
been duly authorized by all necessary corporate action of the Company, and the
Distribution Agreement has been duly executed and delivered by the Company.
4. No information has come to our attention that causes us to
believe that the Registration Statement, including the documents incorporated by
reference therein (except the financial statements and schedules and other
financial and statistical data included therein, as to which we express no
view), at the time it became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
5. No information has come to our attention that causes us to
believe that the Prospectus, including the documents incorporated by reference
therein (except the financial statements and schedules and other financial and
statistical data included therein, as to which we express no view), as of the
date of the Prospectus Supplement or hereof, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
D-1
Exhibit E
Letter from Accountants
E-1
Exhibit F
MEDIUM-TERM SENIOR NOTES, SERIES 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 March 12, 2003 (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
WHEREAS, the Agent(s) named in Schedule I hereto (the "Agent(s)") and
Citigroup wish to enter into an agreement, similar to the Distribution
Agreement, appointing each Agent as an additional selling agent with respect to
the Notes;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, Citigroup hereby agrees that each Agent shall become an additional Agent
with respect to the Notes and each Agent named herein hereby agrees to become an
Agent with respect to the Notes and to be bound by the terms and conditions of
the Distribution Agreement, which terms and conditions are hereby incorporated
by reference herein, except that the term "Agent" therein shall instead mean
each Agent named herein and no other person shall be deemed to be an Agent under
this Agreement.
Unless sooner terminated in accordance with Section 6 of the Distribution
Agreement as incorporated by reference herein or unless otherwise mutually
agreed by the parties hereto in writing, this Agreement shall terminate on
__________, ____. No such termination shall affect any accrued obligations under
this Agreement. The respective indemnities, agreements, representations,
warranties and other statements of the Agent(s) and Citigroup and its officers
set forth in, or made pursuant to, this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of the Agent(s) or Citigroup or any of the officers,
directors or controlling persons referred to in Section 5 of the Distribution
Agreement as incorporated by reference herein, and will survive delivery of any
payment for any Notes sold by Citigroup. The provisions of Sections 3(g) and 5
of the Distribution Agreement as incorporated by reference herein shall survive
the termination of this Agreement.
F-2
This Agreement may be signed in counterparts, each of which shall be
deemed an original, which taken together, shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter, including Annex A, and your acceptance shall represent a binding
agreement between you and Citigroup in accordance with its terms.
Very truly yours, CITIGROUP INC.
By: ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written.
[ ]
By:
Name:
Title:
[ ]
By:
Name:
Title:
Schedule I
Agent(s)
F-4
Annex A
Form of Distribution Agreement
F-5