Exhibit 1.01
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Medium-Term Notes, Series A and
Series B Euro-Medium-Term Notes,
Series A and Series B
GLOBAL SELLING AGENCY AGREEMENT
July 11, 2003
New York, New York
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
(the "U.S. Agent")
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
ENGLAND
(the "International Agent")
Ladies and Gentlemen:
Citigroup Global Markets Holdings Inc., a New York corporation
(the "Company"), confirms its agreement with each of you with respect to the
issue and sale by the Company of up to U.S.$10,332,545,345 (or the equivalent
thereof in one or more foreign currencies, foreign currency units or composite
currencies) aggregate principal amount of its Medium-Term Notes, Series A and
Series B, in registered form (the "Medium-Term Notes") and Euro-Medium-Term
Notes, Series A and Series B, in bearer form (the "Euro Medium-Term Notes"; and
together with the Medium-Term Notes, the "Notes"). It is understood that the
Company may from time to time authorize the issuance and sale of additional
amounts of the Notes and that such Notes may be issued and sold pursuant to the
terms of this Agreement, all as though the issuance and sale of such Notes were
authorized by the Company as of the date hereof. The Notes may be denominated in
U.S. dollars, foreign currencies or composite currencies (the "Specified
Currency") as may be specified in the applicable Pricing Supplement (as defined
herein) relating to any particular issue of Notes.
The Notes, Series A will be issued under an indenture (the
"Senior Debt Indenture") dated as of December 1, 1988, as amended from time to
time, between the Company and Bank One Trust Company, N.A., as successor
trustee. The Notes, Series B will be issued under an indenture (the
"Subordinated Debt Indenture"; and together with the Senior Debt Indenture, the
"Indentures") dated as of December 1, 1988, as amended from time to time,
between the Company and Deutsche Bank Trust Company Americas, as trustee
(together with Bank One Trust Company, N.A., as successor trustee, the
"Trustees"). Unless otherwise specifically provided for and set forth in a
supplement to the Prospectus referred to below, the Medium-Term Notes will be
issued in minimum denominations of U.S.$1,000 (or the approximate equivalent
thereof in the Specified Currency) and in denominations exceeding such amount by
integral multiples of U.S.$1,000 (or the
approximate equivalent thereof in the Specified Currency) and will be issued
only in fully registered form, and the Euro Medium-Term Notes will be issued in
minimum denominations of U.S.$10,000 (or the approximate equivalent thereof in
the Specified Currency) and in denominations exceeding such amount by integral
multiples of U.S.$1,000 (or the approximate equivalent thereof in the Specified
Currency) and will be issued only in bearer form, and the Notes will have the
interest rates, maturities, redemption provisions and other terms set forth in
the applicable Pricing Supplement (as defined herein).
The Medium-Term Notes will be issued, and the terms thereof
established, in accordance with the Indentures and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the "U.S. Procedures")
(unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise
supersedes such U.S. Procedures with respect to the Medium-Term Notes issued
pursuant to such Terms Agreement). The U.S. Procedures may only be amended by
written agreement of the Company and the U.S. Agent after notice to, and with
the approval of, the Trustees. The Euro Medium-Term Notes will be issued, and
the terms thereof established, in accordance with the Indentures and the Euro
Medium-Term Notes Administrative Procedures attached hereto as Exhibit B (the
"Euro Procedures") (unless a Terms Agreement modifies or otherwise supersedes
such Euro Procedures with respect to the Euro Medium-Term Notes issued pursuant
to such Terms Agreement). The Euro Procedures may only be amended by written
agreement of the Company and the International Agent after notice to, and with
the approval of, the Trustees.
For purposes of this Agreement, the term "Agent" shall refer
to either one of you and to any additional agents appointed as a party to this
Agreement pursuant to Section 2(b) hereof, and the terms "U.S. Agent" and
"International Agent" shall refer to such of you as are indicated on the cover
page of this Agreement and any such additional Agents appointed as such pursuant
to Section 2(c) hereof, each acting solely in its capacity as agent for the
Company pursuant to Section 2(a) and not as principal; the term "Purchaser"
shall refer to one of you acting solely as principal pursuant to Section 2(b)
and not as agent; and the term "you" shall refer to you and any other Agent
collectively, whether at any time any one of you is acting in both such
capacities or in either such capacity. In acting under this Agreement, in
whatever capacity, each of you is acting individually and not jointly.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each of you as set forth below in this Section 1.
(a) Registration Statements (File Nos. 333-55650 and
333-106272) in respect of U.S.$10,332,545,345 aggregate principal amount of
securities of the Company, including the Notes, have been filed with the
Securities and Exchange Commission (the "Commission"); such registration
statements and any post-effective amendment thereto, each in the forms
heretofore delivered or to be delivered to each of you, excluding exhibits to
such registration statements but including all documents incorporated by
reference therein, have been declared effective by the Commission in such forms;
no other document with respect to such registration statements (other than a
document incorporated by reference therein) has heretofore been filed or
transmitted for filing with the Commission; and no stop order suspending the
effectiveness of either registration
2
statement has been issued and no proceeding for that purpose has been instituted
or threatened by the Commission (any preliminary prospectus included in the
Second Registration Statement (as defined herein) or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission under the
Securities Act of 1933, as amended (the "Act"), being hereinafter called a
"Preliminary Prospectus"); the various parts of each registration statement,
including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in such registration statement at the time such part of
such registration statement became effective but excluding the Statements of
Eligibility under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pertaining to the Indenture (the "Forms T-1"), each as amended
at the time such part became effective, being hereinafter collectively called
(i) in the case of Registration Statement No. 333-55650, the "First Registration
Statement" and (ii) in the case of Registration Statement No. 333-106272, the
"Second Registration Statement"; the First Registration Statement and the Second
Registration Statement being hereinafter called the "Registration Statements";
the form of basic prospectus relating to the offering and sale of Debt
Securities and Index Warrants included in the Second Registration Statement, in
the form in which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement being hereinafter
from time to time called the "Basic Prospectus"; the supplement to the
Prospectus relating to the Medium-Term Notes and the plan of distribution
thereof being hereinafter called the "U.S. Prospectus Supplement"; the
supplement to Prospectus relating to the Euro Medium-Term Notes and the plan of
distribution thereof being hereinafter called the "Euro Prospectus Supplement"
and, together with the U.S. Prospectus Supplement, the "Prospectus Supplements";
and the Basic Prospectus (including the U.S. Prospectus Supplement or the Euro
Prospectus Supplement, as the case may be) being hereinafter called the
"Prospectus". Any reference herein to the Prospectus, a Preliminary Prospectus
or any Prospectus Supplement shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Prospectus, Preliminary Prospectus or
Prospectus Supplement, as the case may be; any reference to any amendment or
supplement to any Prospectus, Preliminary Prospectus or Prospectus Supplement,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Notes (a "Pricing Supplement"), shall be deemed to refer
to and include any documents filed after the date of such Prospectus,
Preliminary Prospectus or Prospectus Supplement, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Prospectus or Prospectus Supplement, as the
case may be; any reference to any amendment to either Registration Statement
shall be deemed to include any report of the Company filed pursuant to the
Exchange Act after the effective date of such Registration Statement that is
incorporated by reference in such Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the Notes sold
pursuant to this Agreement, in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act, including any documents incorporated by
reference therein as of the date of such filing);
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the
Commission promulgated thereunder, and any further documents so filed and
incorporated by reference in the Prospectus, or any further amendment or
supplement thereto, when such documents become effective or are filed with the
Commission, as the case
3
may be, will conform in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder;
(c) Each Registration Statement and the Prospectus, and
any amendment thereof or supplement thereto, and the Indenture, conform or will
conform in all material respects with the applicable requirements of the Act and
the Trust Indenture Act, and the rules and regulations of the Commission
thereunder;
(d) The First Registration Statement as of its effective
date did not, and the Second Registration Statement, as amended as of any time,
did not and will not, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Second Registration Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon, and in conformity with, information
furnished in writing to the Company by or on behalf of any Agent specifically
for use in the Second Registration Statement and the Prospectus or any amendment
thereof or supplement thereto;
(e) The Notes have been duly authorized and, when
executed and authenticated in accordance with the Indenture and delivered to and
duly paid for by the purchasers thereof, will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms and entitled to the benefits of the Indenture (subject, as to enforcement,
to applicable bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting creditors' rights generally and to general principles of
equity regardless of whether such enforceability is considered in a proceeding
in equity or at law); the Indenture has been duly authorized by the Company and
qualified under the Trust Indenture Act; and the Indenture conforms to the
descriptions thereof in the Prospectus as amended or supplemented to relate to
such issuance of Notes.
(f) Since the date of the most recent financial
statements included in the Prospectus, as amended or supplemented, there has not
been any material adverse change in the consolidated financial condition or
results of operations of the Company and its subsidiaries, taken as a whole,
which is not disclosed in the Prospectus, as amended or supplemented.
2. Appointment of Agents. (a) Subject to the terms and
conditions stated herein and subject to the reservation by the Company of the
right to sell Notes to any of you acting as principal at a discount for its own
account or for resale to one or more investors or other dealers and the
Company's right to sell Notes directly to investors on its own behalf or through
other agents, the Company hereby appoints and authorizes the U.S. Agent and the
International Agent to act as its agents to solicit offers for the purchase of
all or part of the Medium-Term Notes and Euro Medium-Term Notes, respectively,
from the Company; provided, however, that only the International Agent may
solicit offers for the purchase of Euro Medium-Term Notes.
4
Following the Commencement Date (referred to below), the
Company shall notify each Agent from time to time as to the commencement of a
period during which the Notes may be offered and sold by the Agents (each
period, commencing with such a notification and ending at such time as the
authorization for offers and sales through the Agents shall have been suspended
by the Company or the Agents as provided hereunder, being herein referred to as
an "Offering Period"). The initial Offering Period shall begin on July 11, 2003
(the "Commencement Date"). On the basis of the representations and warranties,
and subject to the terms and conditions set forth herein, each of the U.S. Agent
and the International Agent agrees, as agent of the Company, to use its
reasonable best efforts to solicit offers to purchase Medium-Term Notes and Euro
Medium-Term Notes, respectively, from the Company upon the terms and conditions
set forth in the applicable Prospectus (and any supplement thereto) and in the
U.S. or Euro Procedures, as applicable. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer or indication of interest
to purchase Notes received by such Agent as Agent. The Company shall have the
sole right to accept offers to purchase the Notes and may reject any such offer
in whole or in part. Each Agent shall have the right to reject, in its
discretion reasonably exercised, any offer received by it to purchase the Notes,
in whole or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, each Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward or
relationship of agency or trust with any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). Each Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company, but such Agent shall not,
except as otherwise provided in this Agreement, be obligated to disclose the
identity of any purchaser or have any liability to the Company in the event any
such purchase is not consummated for any reason. Except as provided in Section
2(b), under no circumstances will any Agent be obligated to purchase any Notes
for its own account. It is understood and agreed, however, that any of you may
purchase Notes as principal pursuant to Section 2(b).
The Company reserves the right, in its sole discretion, to
instruct the U.S. Agent and the International Agent to suspend at any time, for
any period of time or permanently, the solicitation of offers to purchase Notes.
Upon receipt of instructions from the Company, the U.S. Agent and the
International Agent (or either or both of them), as the case may be, will
forthwith suspend solicitation of offers to purchase Notes from the Company
until such time as the Company has advised them that such solicitation may be
resumed.
The Company agrees to pay each Agent a commission, on the
Settlement Date with respect to each sale of Notes by the Company as a result of
a solicitation made by such Agent, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal amount of the Notes
sold by the Company. Such commission shall be payable as specified in the U.S.
or Euro Procedures, as applicable. Without the prior approval of the Company, no
Agent (acting on an agency basis) may reallow any portion of the commission
payable pursuant hereto to dealers or purchasers in connection with the offer
and sale of any Notes.
5
Subject to the provisions of this Section and to the U.S. or
Euro Procedures, as applicable, offers for the purchase of Notes may be
solicited by an Agent as agent for the Company at such time and in such amounts
as such Agent shall deem advisable. The Company may from time to time offer
Notes for sale otherwise than through an Agent; provided, however, that so long
as this Agreement is in effect the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent.
If the Company defaults in its obligations to deliver Notes to
a purchaser whose offer it has accepted, the Company shall indemnify and hold
each of you harmless against any loss, claim or damage arising from or as a
result of such default by the Company.
(b) Subject to the terms and conditions stated herein,
whenever the Company and any of you determine that the Company shall sell Notes
directly to any of you as principal, each such sale of Notes shall be made in
accordance with the terms of this Agreement and a supplemental agreement
relating to such sale. Each such supplemental agreement (which may be either an
oral or written agreement) is herein referred to as a "Terms Agreement". Each
Terms Agreement shall describe the Notes to be purchased by the Purchaser
pursuant thereto and shall specify the aggregate principal amount of such Notes,
the price to be paid to the Company for such Notes, the maturity date of such
Notes, the rate at which interest will be paid on such Notes, the dates on which
interest will be paid on such Notes and the record date with respect to each
such payment of interest, such other terms of the Notes as are applicable, the
Settlement Date for the purchase of such Notes, the place of delivery of the
Notes and payment therefor, the method of payment and any requirements for the
delivery of opinions of counsel, certificates from the Company or its officers
or a letter from the Company's independent public accountants as described in
Section 5(b). A Terms Agreement may also specify certain provisions relating to
the reoffering of such Notes by the Agent. Any written Terms Agreement may be in
the form attached hereto as Exhibit C. The Purchaser's commitment to purchase
Notes shall be deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject to the terms and
conditions herein set forth.
Each date of delivery of and payment for Notes to be purchased
by any of you as principal or as agent or by any other purchaser is referred to
herein as a "Settlement Date". Delivery of the certificates for Notes sold to
the Purchaser pursuant to a Terms Agreement shall be made not later than the
Settlement Date agreed to in such Terms Agreement, against payment of funds to
the Company in the net amount due to the Company for such Notes by the method
and in the form set forth in the U.S. or Euro Procedures, as applicable, unless
otherwise agreed to between the Company and the Purchaser in such Terms
Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be
purchased by such Purchaser at a price equal to 100% of the principal amount
thereof less a percentage equal to the commission applicable to an agency sale
of a Note of identical maturity and (ii) may be resold by such Purchaser at
varying prices from time to time or, if set forth in the applicable Terms
Agreement and Pricing Supplement, at a fixed public offering price. In
connection with any resale of Notes purchased, a Purchaser may use a selling or
dealer group and may reallow to any broker or dealer any portion of the discount
or commission payable pursuant hereto.
6
(c) Additional Agents. Notwithstanding paragraph 2(a)
above, the Company may from time to time appoint one or more additional
financial institutions experienced in the distribution of securities as a U.S.
Agent or International Agent under this Agreement, for the duration of this
Agreement (subject to Section 7 hereof) or on an issue by issue basis, pursuant
to a letter (an "Agent Accession Confirmation") substantially in the form of
Exhibit D or Exhibit F to this Agreement, as appropriate, provided that any such
additional party shall have first requested appointment as such upon the terms
and conditions of this Agreement in writing to the Company pursuant to a letter
(an "Agent Accession Letter") substantially in the form of Exhibit E or Exhibit
G to this Agreement, as appropriate, whereupon it shall, subject to the terms
and conditions of this Agreement, the relevant Agent Accession Letter and the
relevant Agent Accession Confirmation, become a party to this Agreement as a
U.S. Agent, or an International Agent, as specified in the relevant Agent
Accession Letter, vested with all the authority, rights and powers and subject
to all the duties and obligations of an Agent as if originally named as an Agent
hereunder. The Company shall promptly notify the Trustee and the other Agents of
any such appointment, but only in the event that any such additional Agent is
appointed for the duration of this Agreement.
3. Offering and Sale of Notes. The U.S. Agent, the
International Agent and the Company agree to perform the respective duties and
obligations specifically provided to be performed by them in the U.S. or Euro
Procedures, as the case may be.
In connection with any offering of Euro Medium-Term Notes, the
International Agent may act as stabilizing agent (the "Stabilizing Agent"), and
as Stabilizing Agent may over-allot or effect transactions which stabilize or
maintain the market price of the Euro Medium-Term Notes at a level which might
not otherwise prevail. Such stabilizing, if commenced, may be discontinued at
any time. The Stabilizing Agent, whose identity shall be disclosed in the
applicable supplement to the Prospectus relating to such offering of Euro
Medium-Term Notes, shall comply with all applicable laws.
4. Agreements. (A) The Company agrees with each of you that:
(a) At any time during an Offering Period or during the
time a prospectus relating to the Notes is required to be delivered under the
Act, prior to amending or supplementing either Registration Statement or the
Prospectus, the Company will furnish each Agent and such Agent's counsel with a
copy of each proposed amendment or supplement (other than an amendment or
supplement to be made pursuant to incorporation by reference of a document filed
under the Exchange Act, or a Pricing Supplement or an amendment or supplement
relating solely to an offering of securities other than the Notes). The Company
will promptly cause the Prospectus together with each amendment thereof or
supplement thereto to be mailed or otherwise transmitted to the Commission for
filing pursuant to Rule 424(b) by an appropriate method or will promptly cause
the Prospectus together with each amendment thereof or supplement thereto to be
filed with the Commission pursuant to said Rule. If the Prospectus is amended or
supplemented (other than by a Pricing Supplement or an amendment or supplement
relating solely to an offering of securities other than the Notes), each Agent
shall be furnished with such information relating to such filing as it may
reasonably request, and no Agent shall be obligated to solicit offers to
purchase Notes so long as it is not reasonably satisfied that such amendment or
supplement complies in all material respects with the provisions of the Act and
7
the Exchange Act. At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act, the
Company will promptly advise each Agent of (i) the filing of any amendment or
supplement to the Prospectus (other than a Pricing Supplement or an amendment or
supplement relating solely to an offering of securities other than the Notes),
(ii) the filing or effectiveness of any amendment to either Registration
Statement, (iii) the receipt by the Company of comments from the Commission
relating to or requests by the Commission for any amendment of either
Registration Statement or any amendment of or supplement to the Prospectus or
for any additional information, (iv) the issuance by the Commission of any stop
order suspending the effectiveness of either Registration Statement or the
institution or threatening of any proceeding for that purpose and (v) the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use its
reasonable best efforts to prevent the issuance of any such stop order or notice
of suspension of qualification and, if issued, to obtain as soon as possible the
withdrawal thereof. Upon any Agent's request, the Company will within a
reasonable time inform such Agent of the aggregate principal amount of Notes
registered under the Registration Statements that remain unissued.
(b) Within the time during which a prospectus relating to
the Notes is required to be delivered under the Act, the Company will comply
with all requirements imposed upon it by the Act, as now and hereafter amended,
and by the rules and regulations of the Commission thereunder, as from time to
time in force, so far as necessary to permit the continuance of sales of or
dealings in the Notes as contemplated by the provisions hereof and the
Prospectus. If during such period any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances then existing, not
misleading, or if, in the opinion of the Company, during such period it is
necessary to amend or supplement the Second Registration Statement or the
Prospectus to comply with the Act, the Company will promptly notify each Agent
to suspend the solicitation of offers to purchase the Notes in its capacity as
Agent and to cease sales of any Notes it may then own as principal and, to the
extent required under the provision in the last sentence of this subsection (b),
the Company will promptly amend or supplement such Registration Statement or the
Prospectus (at the expense of the Company) so as to correct such statement or
omission or effect such compliance. If such amendment or supplement, and any
documents, certificates, opinions and letters furnished to each Agent pursuant
to subsections (j), (k) and (1) of this Section 4(A) in connection with the
preparation and filing of such amendment or supplement, are reasonably
satisfactory in all respects to such Agent, upon the filing of such amendment or
supplement with the Commission or effectiveness of an amendment to such
Registration Statement, such Agent will resume solicitation of offers to
purchase Notes hereunder. Notwithstanding the foregoing, the Company shall not
be required to comply with the provisions of subsection (b) of this Section 4(A)
during any period from the time any Agent shall have been notified to suspend
the solicitation of offers to purchase the Notes in its capacity as Agent
(whether under this subparagraph (b) or otherwise under this Agreement) to the
time the Company shall determine that solicitation of offers to purchase the
Notes should be resumed; provided that if any such Agent holds any Notes as
principal purchased pursuant to a Terms Agreement or otherwise pursuant to this
Agreement, the Company shall comply with the provisions of subsection (b) of
8
this Section 4(B) during the period when a Prospectus is required to be
delivered pursuant to the Act.
(c) The Company will comply, in a timely manner, with all
applicable requirements under the Exchange Act relating to the filing with the
Commission of the Company's reports pursuant to Section 13(a), 13(c) or 15(d) of
the Exchange Act and, if then applicable, of the Company's proxy statements
pursuant to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the
Notes for sale under the securities laws of such jurisdictions as any Agent
reasonably designates, to maintain such qualifications in effect so long as
required for the distribution of the Notes and, if requested by such Agent, to
arrange for the determination of the legality of the Notes for purchase by
institutional investors, except that the Company shall not be required in
connection therewith to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to each Agent copies of the
Registration Statements and the Prospectus (including all documents incorporated
by reference therein), and all amendments of and supplements to the Registration
Statements or the Prospectus which are filed with the Commission during the
period in which a prospectus relating to the Notes is required to be delivered
under the Act (including all documents filed by an amendment or supplement with
the Commission during such period which are deemed to be incorporated by
reference therein), in each case in such quantities as such Agent may from time
to time reasonably request.
(f) So long as any of the Notes are outstanding, the
Company agrees to furnish to each Agent, upon its reasonable request, as soon as
available, all reports and financial statements filed by or on behalf of the
Company with the Commission or any national securities exchange.
(g) The Company will make generally available to its
security holders and to each Agent as soon as practicable, but in any event not
later than 15 months after the end of the Company's current fiscal quarter, an
earnings statement (which need not be audited) covering a 12-month period
beginning after the date upon which any amendment of or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of debt securities other than the Notes) is filed
pursuant to Rule 424 under the Act, which shall satisfy the provisions of
Section 11(a) of the Act.
(h) The Company shall, whether or not any sale of Notes
is consummated or this Agreement is terminated, pay all expenses incident to the
performance of its obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel, the cost of printing (or other production) and delivery
of the Registration Statements and the Prospectus, all amendments thereof and
supplements thereto, the Indentures, and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements (including reasonable fees of counsel) incurred in
connection with the qualification of the Notes for sale and
9
determination of eligibility for investment of the Notes under the securities or
Blue Sky laws of such jurisdictions as the Agent may designate, the fees and
disbursements of the Trustees, the fees of any agency that rates the Notes, the
fees and expenses in connection with any listing of the Notes on the Luxembourg
Stock Exchange or such other securities exchange agreed to in writing by the
Company, the fees and expenses incurred with respect to any filing with the
National Association of Securities Dealers, Inc. and the reasonable fees and
disbursements of Cleary, Gottlieb, Steen & Hamilton, as counsel for the Agents,
or other counsel reasonably satisfactory to each of the Agents and the Company,
and such other expenses, including, without limitation, advertising expenses as
may be agreed upon by the Agents and the Company; provided, however, that with
respect to any purchase of Notes by one of you as principal pursuant to a Terms
Agreement, the fees and disbursements of Cleary, Gottlieb, Steen & Hamilton or
other counsel to you shall not be paid by the Company.
(i) During the term of this Agreement, the Company shall
furnish to each Agent such relevant documents and certificates of officers of
the Company relating to the business, operations and affairs of the Company, the
Registration Statements, the Prospectus, any amendments thereof or supplements
thereto, the Indenture, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as any Agent may from time to time reasonably request and shall
promptly notify each Agent orally, followed by written notice of any
downgrading, or of its receipt of any notice of any intended downgrading, in the
rating accorded any of the Company's securities by Moody's Investors Service,
Inc. or Standard & Poor's Ratings Services or, if one of them no longer rates
the securities of the Company, another "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule 436(g) (2) under the
Act.
(j) Each time either Registration Statement or the
Prospectus is amended or supplemented (other than by a Pricing Supplement, an
amendment or supplement relating solely to an offering of securities other than
the Notes, or an amendment or supplement made pursuant to the incorporation by
reference of a document filed under the Exchange Act), if requested by any
Agent, the Company will deliver or cause to be delivered forthwith to such Agent
a certificate of the Company signed by the Chairman of the Board, any Vice
Chairman, the Treasurer or any Vice President and by the principal financial or
accounting officer of the Company (or another officer or officers acceptable to
such Agent), dated the date of the effectiveness of such amendment or the date
of filing with the Commission of such supplement or document, as the case may
be, in form reasonably satisfactory to such Agent, to the effect that the
statements contained in the certificate referred to in Section 5(b) (iii) that
was last furnished to such Agent (either pursuant to Section 5(b) (iii) or
pursuant to this Section 4(A)(j)) are true and correct at the time of the
effectiveness of such amendment or the time of filing of such supplement or
document, as the case may be, as though made at and as of such time (except that
such statements shall be deemed to relate to the Registration Statements, as
amended at the time of effectiveness of such amendment, and to the Prospectus,
as amended and supplemented at the date of such certificate) or, in lieu of such
certificate, a certificate of the same tenor as the certificate referred to in
Section 5(b) (iii) but modified, if necessary, to relate to the Registration
Statements, as amended at the time of the effectiveness of such amendment, and
to the Prospectus, as amended and supplemented at the date of such certificate.
10
(k) Each time either Registration Statement or the
Prospectus is amended or supplemented (other than by a Pricing Supplement, an
amendment or supplement relating solely to an offering of securities other than
the Notes, or an amendment or supplement made pursuant to the incorporation by
reference of a document filed under the Exchange Act), if requested by either
Agent, the Company shall furnish to or cause to be furnished forthwith to such
Agent the written opinion of a Deputy General Counsel of the Company or other
counsel reasonably satisfactory to such Agent dated the date of the
effectiveness of such amendment or the date of filing with the Commission of
such supplement or document, as the case may be, in form reasonably satisfactory
to such Agent, to the effect set forth in Exhibit C hereto. In lieu of such
opinion, counsel last furnishing such an opinion to such Agent may furnish to
such Agent a letter to the effect that such Agent may rely on such last opinion
to the same extent as though it were dated the date of such letter and
authorizing reliance on such last opinion (except that statements in such last
opinion will be deemed to relate to the Registration Statements, as amended at
the time of the effectiveness of such amendment, and to the Prospectus, as
amended and supplemented at the date of such letter).
(l) Each time that either Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information (other than by a Pricing Supplement, an amendment or
supplement relating solely to an offering of securities other than the Notes, or
an amendment or supplement made pursuant to the incorporation by reference of a
document filed under the Exchange Act), if requested by either Agent, the
Company shall cause each of KPMG LLP and PricewaterhouseCoopers LLP, its
independent certified public accountants, forthwith to furnish such Agent a
letter, dated the date of the effectiveness of such amendment or the date of
filing of such supplement or document, as the case may be, in form satisfactory
to such Agent, of the same tenor as the letter of such independent public
accountants referred to in Section 5(b)(iv) hereof but modified to relate to the
Registration Statements and Prospectus, as amended and supplemented to the date
of such letter, with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting records
of the Company; provided, however, that if either Registration Statement or the
Prospectus is amended or supplemented solely to include or incorporate by
reference financial information with respect to a fiscal quarter, each of KPMG
LLP and PricewaterhouseCoopers LLP may each limit the scope of such letter to
the unaudited financial statements included in such amendment or supplement.
(m) Each acceptance by the Company of an offer for the
purchase of Notes and each sale of Notes to any of you as principal shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in or made pursuant to this Agreement are true and correct in
all material respects at the time of such acceptance or sale, as the case may
be, as though made at and as of such time, and an undertaking that such
representations and warranties will be true and correct in all material respects
at the time of delivery to the purchaser or his agent, or an Agent, or any of
you acting as principal, of the Notes relating to such acceptance, as the case
may be, as though made at and as of such time (and it is understood that such
representations and warranties shall relate to the Registration Statements and
the Prospectus as amended and supplemented to each such time).
(n) Anything to the contrary in this Section 4
notwithstanding, if, at the time of any required notice, amendment or supplement
to the Registration Statement or the
11
Prospectus, the Company shall have instructed the Agents to suspend solicitation
of offers to purchase the Notes in each Agent's capacity as Agent of the Company
and any Agent does not then hold any Notes acquired by it as principal pursuant
to a Terms Agreement, the Company shall not be obligated to furnish or cause to
be furnished any notice, certificate, opinion or letter otherwise required until
such time as it shall determine that solicitation of offers to purchase the
Notes should be resumed; and provided, further that, prior to resuming such
solicitation the Agents shall be entitled to receive any such notices,
certificates, opinions or letters not previously furnished, accurate as of the
date of such notice, certificate, opinion or letter.
(o) The Company and its affiliates will comply with the
provisions of U.S. Treasury Regulations 1.163-5(c)(2)(i)(D)(1) and (2).
(p) If any issue of Euro Medium-Term Notes is to be
listed on the Luxembourg Stock Exchange, as specified in the applicable Pricing
Supplement, the Company will use its best efforts to obtain the listing of such
issue of Euro Medium-Term Notes on the Luxembourg Stock Exchange, to furnish to
such Exchange all documents, information and undertakings that may be reasonably
necessary in order to effect such listing, and to cause such listing to be
continued so long as any of the Euro Medium-Term Notes of such issue remain
outstanding.
(q) The Company or its designated agent shall submit such
reports or information as may be required from time to time by applicable law,
regulations and guidelines promulgated by Japanese governmental and regulatory
authorities in respect of the issue and purchase of Notes denominated in
Japanese yen.
(B) Each Agent represents to and agrees with the Company
that:
(a) Except to the extent permitted under U.S. Treas. Reg.
Section 1.163-5(c)(2)(i)(D) (the "D Rules"), (i) it has not offered or sold, and
during the restricted period will not offer or sell, Euro Medium-Term Notes to a
person who is within the United States or its possessions or to a United States
person, and (ii) it has not delivered and will not deliver within the United
States or its possessions definitive Euro Medium-Term Notes that are sold during
the restricted period.
(b) It has and throughout the restricted period will have
in effect procedures reasonably designed to ensure that its employees or agents
who are directly engaged in selling Euro Medium-Term Notes are aware that such
Euro-Medium-Term Notes may not be offered or sold during the restricted period
to a person who is within the United States or its possessions or to a United
States person, except as permitted by the D Rules.
(c) If it is a United States person, it represents that
it is acquiring the Euro Medium-Term Notes for purposes of resale in connection
with their original issuance, and if it retains Euro Medium-Term Notes for its
own account, it will only do so in accordance with the requirements of U.S.
Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6).
(d) With respect to each of its affiliates that acquires
Euro Medium-Term Notes from it for the purpose of offering or selling such Euro
Medium-Term Notes during the
12
restricted period, it repeats and confirms the representations and agreements
contained in Sections 4(B)(a), (b) and (c) on such affiliate's behalf.
(e) It has not entered and will not enter into any
contractual arrangement with respect to the distribution or delivery of Euro
Medium-Term Notes, except with their affiliates or with the prior written
consent of the Company.
Terms used in this Section 4(B) have the meanings given to
them by the U.S. Internal Revenue Code and regulations thereunder, including the
D Rules. For these purposes, the "restricted period" with respect to a Euro
Medium-Term Note generally ends upon the expiration of the 40-day period
beginning on the issue date of such Euro Medium-Term Note, unless the
International Agent holds such Euro Medium-Term Note as part of an unsold
allotment or subscription, in which case the "restricted period" continues for
so long as the International Agent holds such Euro Medium-Term Note.
(f) It has not offered or sold and, prior to the
expiration of the period of six months from the date of issue of any Notes
having a maturity of one year or greater, will not offer or sell any Notes to
persons in the United Kingdom, except to those persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments, as
principal or agent, for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom for purposes of the Public Offers of Securities
Regulations 1995.
(g) It has complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect
to anything done by it in relation to the Notes in, from or otherwise involving
the United Kingdom.
(h) It has only communicated or caused to be communicated
and it will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of
FSMA) received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of FSMA does not apply to the Company.
(i) It will not offer or sell any Notes directly or
indirectly in Japan or to, or for the benefit of, any Japanese person or to
others, for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person except under circumstances which will result in compliance with
all applicable laws, regulations and guidelines promulgated by the relevant
governmental and regulatory authorities in effect at the relevant time. For
purposes of this paragraph, "Japanese person" means any person resident in
Japan, including any corporation or other entity organized under the laws of
Japan.
5. Conditions to the Obligations of the Agents. Each
Agent's obligations to solicit offers to purchase Notes as agent of the Company,
any of your obligations to purchase Notes as principal pursuant to any Terms
Agreement or otherwise and the obligation of any other Purchaser to purchase
Notes from the Company will be subject to the accuracy in all material respects
of the representations and warranties on the part of the Company herein
contained, to the accuracy of the statements of the Company's officers made in
each certificate furnished
13
pursuant to the provisions hereof and to the performance and observance by the
Company of all covenants and agreements herein contained on its part to be
performed and observed (in the case of any Agent's obligations to solicit offers
to purchase Notes, at the time of such solicitation, and, in the case of any
Purchaser's obligation to purchase Notes, at the time the Company accepts the
offer to purchase such Notes and at the time of purchase) and (in each case) to
the following additional conditions precedent when and as specified:
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change in
or affecting particularly the business or properties of the Company and
its subsidiaries from that set forth in the Second Registration
Statement, as amended or supplemented, that, in the Agent's judgment,
makes it impracticable to market the Notes on the terms and in the
manner contemplated in the Prospectus except, in the case of any
purchase of Notes by any Agent as principal, as disclosed to such Agent
in writing by the Company before it accepted the offer to purchase such
Notes.
(ii) (A) With respect to the Medium-Term
Notes: There shall not have occurred any (x) suspension or material
limitation of trading in securities generally on the New York Stock
Exchange, or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the Company
on any exchange (whether U.S. or foreign) or in the over-the-counter
market, (y) declaration of a general moratorium on commercial banking
activities in New York by either federal or New York state authorities
or exchange controls shall have been imposed by the United States or by
any country the currency of which will be used to make any payment in
respect of the Notes or (z) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of
war by Congress or any other substantial national or international
calamity or emergency that, in the Agent's judgment, is material and
adverse and, in the case of any of the events described in clauses
(ii)(A)(x) through (z), such event makes it, in the Agent's judgment,
impracticable to market the Notes on the terms and in the manner
contemplated by the Prospectus, as amended or supplemented, except, in
the case of any purchase of Notes by any Agent as principal, for any
such event occurring before the Company accepted the offer to purchase
such Notes.
(B) With respect to the Euro
Medium-Term Notes: There shall not have occurred any (x) suspension or
material limitation of trading in securities generally on the New York
Stock Exchange, London Stock Exchange or Luxembourg Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of the Company on any exchange
(whether U.S. or foreign) or in the over-the-counter market, (y)
declaration of a general moratorium on commercial banking activities in
New York by either federal or New York state authorities or by bank
regulatory authorities in London or Luxembourg, or exchange controls
shall have been imposed by the United States or by any country the
currency of which will be used to make any payment in respect of the
Notes or (z) any outbreak or escalation of major hostilities in which
the United States or the United Kingdom is involved, any declaration of
war by Congress or Parliament or any other substantial national or
international calamity or emergency that, in the Agent's judgment, is
material
14
and adverse and, in the case of any of the events described in clauses
(ii)(B)(x) through (z), such event makes it, in the Agent's judgment,
impracticable to market the Notes on the terms and in the manner
contemplated by the Prospectus, as amended or supplemented, except, in
the case of any purchase of Notes by any Agent as principal, for any
such event occurring before the Company accepted the offer to purchase
such Notes.
(iii) There shall not have been any downgrading,
nor any notice given of any intended downgrading, in the rating
accorded any of the Company's securities by Moody's Investor Service or
Standard & Poor's Ratings Services or, if one of them no longer rates
the securities of the Company, another "nationally recognized
statistical rating organization", as such term is defined for purposes
of Rule 436(g) (2) under the Act, except, in the case of any purchase
of Notes by any Agent as principal, as disclosed to the Agent in
writing by the Company before it accepted the offer to purchase such
Notes.
(b) On the Commencement Date and, if called for by any
agreement by any Agent to purchase Notes as principal, on the corresponding
Settlement Date:
(i) The Company shall have furnished to each
Agent the opinion of a Deputy General Counsel of the Company (or other
counsel for the Company reasonably acceptable to the Agent) on the
Commencement Date, and, on the Settlement Date will furnish the opinion
of a Deputy General Counsel of the Company (or other counsel for the
Company reasonably acceptable to such Agent) and, if called for by a
Terms Agreement, the opinion of other counsel, dated the Commencement
Date or the Settlement Date, as the case may be, to the effect set
forth in Exhibit H hereto.
(ii) Each Agent shall have received from Cleary,
Gottlieb, Steen & Hamilton, counsel for the Agents (or other counsel
reasonably acceptable to such Agent and the Company), an opinion dated
the Commencement Date or the Settlement Date, as the case may be, to
the effect set forth in Exhibit I hereto.
(iii) The Company shall have furnished to the
Agent a certificate of the Company, signed by the Chairman of the
Board, any Vice Chairman, the Treasurer or any Vice President and by
the principal financial officer, the Controller or the principal
accounting officer of the Company (or another officer or officers
acceptable to such Agent), dated the Commencement Date or the
Settlement Date, as the case may be, to the effect that each signatory
of such certificate has carefully examined the Registration Statement,
as amended as of the date of such certificate, the Prospectus, as
amended and supplemented as of the date of such certificate, and this
Agreement and that:
(A) the representations and warranties
of the Company in this Agreement are true and correct in all material
respects on and as of the date of such certificate with the same effect
as if made on the date of such certificate and the Company has complied
in all material respects with all the agreements and satisfied in all
material respects all the conditions on its part to be performed or
satisfied as a condition to the obligations of such Agent under this
Agreement;
15
(B) no stop order suspending the
effectiveness of either Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to their
knowledge, have been threatened; and
(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) Each of PricewaterhouseCoopers LLP and KPMG
LLP or another nationally recognized independent accounting firm shall
have furnished to each Agent a letter or letters, dated the
Commencement Date or the Settlement Date, as the case may be, in form
and substance reasonably satisfactory to such Agent, to the effect set
forth in Exhibit J and Exhibit K hereto.
(v) The Company shall have furnished to each
Agent such appropriate further information, certificates and documents
as such Agent may reasonably request.
6. Indemnification and Contribution. (a) The Company
will indemnify and hold harmless each of you against any losses, claims, damages
or liabilities, joint or several, to which each of you may become subject under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in either Registration
Statement when it became effective, the Second Registration Statement or the
Prospectus, or any amendment or supplement thereto, or any related preliminary
Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse each of you for
any legal or other expenses reasonably incurred by you in connection with
investigating or defending against such loss, claim damage, liability or action;
provided, however, that (i) the Company shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any of you specifically
for use in the preparation thereof, and (ii) such indemnity with respect to any
preliminary Prospectus, the Prospectus or any preliminary supplemental
prospectus, shall not inure to the benefit of any of you (or any person
controlling you) if the Company shall have delivered sufficient quantities of
the Prospectus, as amended and supplemented, to you within a reasonable time
prior to the earlier of the delivery of the written confirmation of the sale of
such Notes or the delivery of such Notes to the person asserting such loss,
claim, damage, liability or action for which indemnification is sought, and the
Prospectus as so amended and supplemented (excluding documents incorporated by
reference) was not sent or given to such person by you at or prior to the
earlier of the delivery of the written confirmation of the sale of such Notes or
the delivery of such Notes to such person in any case where such sending or
giving of a prospectus is required by the Act, and the untrue statement or
omission of a material fact contained in such preliminary prospectus, such
Prospectus or such preliminary supplemental prospectus, was corrected in the
Prospectus, as so amended and supplemented, provided to you.
16
(b) Each Agent will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained any part of either Registration Statement when it became effective, or
the Second Registration Statement or the Prospectus, or any amendment or
supplement thereto, or any related Preliminary Prospectus, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Agent specifically for use in the preparation
thereof, and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
against any such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve the indemnifying party from any liability
which the indemnifying party may have to any indemnified party otherwise than
under such subsection. In case any such action shall be brought against any
indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent that it shall wish, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnified party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 6
is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and by each of you on the other from the offering
of the Notes from which such losses, claims, damages or liabilities arose, or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and by each of you on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the by each of you
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering of the Notes from which such losses, claims, damages
or liabilities arose (before deducting expenses) received by the Company bear to
the total commissions received by each of you in connection with such offering.
The relative fault shall be determined by reference to, among
17
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company or by any of you and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Company and each of you agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were to be determined
by pro rata allocation (even if you were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to in the first sentence of this subsection
(d). The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim (which shall be limited as provided in subsection (c) above if the
indemnifying party has assumed the defense of any such action in accordance with
the provisions thereof) which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), none of you shall be
required to contribute any amount in excess of the amount by which the total
price at which the Notes sold by the Company from which such losses, claims,
damages or liabilities arose pursuant to offers solicited by you were offered to
the public exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Agents'
obligations in this subsection (d) to contribute shall be several in proportion
to their respective underwriting obligations and not joint. Promptly after
receipt by an indemnified party under this subsection (d) of the notice of the
commencement of any action against such party in respect of which a claim for
contribution may be made against an indemnifying party under this subsection
(d), such indemnified party shall notify the indemnifying party in writing of
the commencement thereof if the notice specified in subsection (c) above has not
been given with respect to such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this subsection (d).
(e) The obligations of the Company under this Section 6
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls any of you within the meaning of the Act or the Exchange Act; and the
obligations of each of you under this Section 6 shall be in addition to any
liability which you may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company (including any person who, with his
or her consent, is named in a Registration Statement as about to become a
director of the Company), to each officer of the Company who has signed a
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act or the Exchange Act.
7. Termination. (a) This Agreement will continue in
effect until terminated as provided in this Section 7. This Agreement may be
terminated by either the Company as to any Agent or by any Agent insofar as this
Agreement relates to such Agent giving written notice of such termination to
such Agent or the Company, as the case may be. The termination of this
18
Agreement shall not require termination of any agreement by any of you to
purchase Notes as principal, and the termination of any such Agreement shall not
require termination of this Agreement. If this Agreement is terminated, neither
party shall have any liability to the other party hereto, except as provided in
the first sentence of the fourth paragraph of Section 2(a), the last proviso of
Section 4(A)(b), and Sections 4(A)(g), 4(A)(h), 6, 8 and 11, 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 the
U.S. Procedures and the Euro Procedures, and in Sections 2(c), 4(A)(a), 4(A)(b),
4(A)(c), 4(A)(e), 4(A)(i), 4(A)(j), 4(A)(k), 4(A)(1), 4(A)(m), 4(A)(o), 4(A)(q),
4(A)(r) and 5 shall also remain in full force and effect and not be terminated
until the delivery of such Notes.
8. Representations and Indemnities to Survive. With
respect to any Agent's solicitation of offers to purchase Notes as agent of the
Company or any of your obligation to purchase Notes as principal pursuant to any
Terms Agreement or otherwise, the respective agreements, representations,
warranties, indemnities and other statements of the Company or its officers and
of any of you set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by or on behalf of
you or the Company or any of the officers, directors or controlling persons
referred to in Section 6 hereof, and will survive delivery of and payment for
the Notes for a period extending to the earlier of (i) three years from the
corresponding Settlement Date for such Notes or (ii) the expiration of any
applicable statute of limitations governing such solicitation or purchase of
Notes.
9. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to an Agent, will be mailed,
delivered or telegraphed and confirmed to such Agent, at the address specified
in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at Citigroup Global Markets Holdings Inc., 388
Greenwich Street, New York, New York 10013, Attention: Treasurer.
10. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons referred to in Section 6
hereof. Nothing expressed or implied in this Agreement or any Terms Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and officers and directors referred to in Section 6 and their heirs and
legal representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof except to the extent provided for in Section 5
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No Purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of any of you hereunder may not be assigned without the prior
written consent of the Company.
11. Waivers, Etc. Neither any failure nor delay on the
part of any party to exercise any right, remedy, power or privilege under this
Agreement (singly and collectively referred to as a "Right") shall operate as a
waiver of such Right, nor shall any single or partial exercise of any Right
preclude any other or further exercise of any Right, nor shall any waiver of
19
any Right with respect to any occurrence be construed as a waiver of any Right
with respect to any other occurrence.
12. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York.
20
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and you.
Very truly yours,
CITIGROUP GLOBAL MARKETS HOLDINGS
INC.
By: /s/ Geoffrey S. Richards
---------------------------------
Name: Geoffrey S. Richards
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Ramesh Menon
------------------------------------------
Name: Ramesh Menon
Title: Managing Director
CITIGROUP GLOBAL MARKETS LIMITED
By: /s/ Ivan Browne
------------------------------------------
Name: Ivan Browne
Title: Duly Authorised Attorney
21
EXHIBIT A
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Medium-Term Notes, Series A and B Administrative Procedures
July 11, 2003
The Medium-Term Notes, Series A (the "Series A Notes") and
Medium-Term Notes, Series B (the "Series B Notes"; and together with the Series
A Notes, the "Notes") of Citigroup Global Markets Holdings Inc. (the "Company")
are to be offered on a continuing basis. Citigroup Global Markets Inc. has
agreed, as agent, to solicit purchases of Notes issued in fully registered form.
(The term "Agent" when used in these Administrative Procedures, means Citigroup
Global Markets Inc.) The Agent will not be obligated to purchase Notes for its
own account. The Notes are being sold pursuant to a Global Selling Agency
Agreement between the Company and the agents named therein (including the Agent)
dated the date hereof (the "Agency Agreement"). The Notes have been registered
with the Securities and Exchange Commission (the "Commission"). Bank One Trust
Company, N.A., as successor trustee, is the trustee under the Indenture, dated
as of December 1, 1988, as amended from time to time, under which the Series A
Notes will be issued (the "Senior Debt Indenture"). Deutsche Bank Trust Company
Americas is the trustee (together with Bank One Trust Company, N.A., the
"Trustees") under the Indenture, dated as of December 1, 1988, as amended from
time to time, under which the Series B Notes will be issued (the "Subordinated
Debt Indenture"; and together with the Senior Debt Indenture, the "Indentures").
The Series A Notes will constitute part of the senior debt of the Company and
will rank equally with all other unsecured and unsubordinated debt of the
Company. The Series B Notes will be subordinate and junior in the right of
payment to all Senior Indebtedness of the Company, to the extent and in the
manner set forth in the Subordinated Debt Indenture.
The Agency Agreement provides that Notes may also be purchased
by the Agent acting solely as principal and not as agent. In the event of any
such purchase, the functions of both the Agent and the beneficial owner under
the administrative procedures set forth below shall be performed by the Agent
acting solely as principal, unless otherwise agreed to between the Company and
the Agent acting as principal.
Each Note will be represented by either a Global Security (as
defined hereinafter) or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Each Global Security
representing Series A Notes will be delivered to Citibank, N.A., and each Global
Security representing Series B Notes will be delivered to Deutsche Bank Trust
Company Americas, each acting as agent for The Depository Trust Company or any
successor depository selected by the Company ("DTC", which term, as used herein,
includes any successor depository selected by the Company), and will be recorded
in the book-entry system maintained by DTC (a "Book-Entry Note"). An owner of a
Book-Entry Note will not be entitled to receive a certificate representing such
Note.
A-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 and the Trustees in writing of those persons
handling administrative responsibilities with whom the Agent and the Trustees
are to communicate regarding orders to purchase Notes and the details of their
delivery. The term "Trustees" as used in these procedures means the Trustees and
any other agents appointed by the Trustees or the Company.
Administrative procedures and specific terms of the offering
are explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indentures the
Notes or the Prospectus Supplement relating to the Notes shall be used herein as
therein defined. Notes for which interest is calculated on the basis of a fixed
interest rate, which may be zero, are referred to herein as "Fixed Rate Notes".
Notes for which interest is calculated on the basis of a floating interest rate
are referred to herein as "Floating Rate Notes". To the extent the procedures
set forth below conflict with the provisions of the Notes, the Indentures, DTC's
operating requirements or the Agency Agreement, the relevant provisions of the
Notes, the Indentures, DTC's operating requirements and the Agency Agreement
shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, Citibank, N.A. and
Deutsche Bank Trust Company Americas (together, the "DTC Agents") will perform
the custodial, document control and administrative functions described below for
the Series A Notes and the Series B Notes, respectively. Citibank, N.A. will
perform such functions in accordance with its respective obligations under a
Letter of Representations from the Company and Citibank, N.A. to DTC dated as of
the date hereof and a Medium-Term Note Certificate Agreement between Citibank,
N.A. and DTC, dated as of October 31, 1988 and as amended to date, and its
obligations as a participant in DTC, including DTC's Same-Day Funds Settlement
system ("SDFS"). Deutsche Bank Trust Company Americas will perform such
functions in accordance with its respective obligations under a Letter of
Representations from the Company and Deutsche Bank Trust Company Americas to DTC
dated as of the date hereof and a Certificate Agreement between DTC and Deutsche
Bank Trust Company Americas, dated as of December 5, 1997 and as amended to
date, and its obligations as a participant in DTC, including DTC's SDFS.
A-2
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-Entry Notes,
the Company will issue a single global security in
fully registered form without coupons (a "Global
Security") representing up to U.S.$500,000,000
principal amount of all such Book-Entry Notes of the
same Series that have the same Original Issue Date,
Original Issue Discount provisions, if any, Interest
Payment Dates, Regular Record Dates, Interest Payment
Period, redemption repayment and extension
provisions, if any, Stated Maturity, and, in the case
of Fixed Rate Notes, interest rate, and amortization
schedule, if any, or, in the case of Floating Rate
Notes, Initial Interest Rate, Base Rate, Index
Maturity, Interest Reset Period, Interest Reset
Dates, Spread and/or Spread Multiplier, if any,
Minimum Interest Rate, if any, and Maximum Interest
Rate, if any and, in each case, any other relevant
terms (collectively, the "Terms"). Each Global
Security will be dated and issued as of the date of
its settlement. Each Global Security will bear an
Original Issue Date, which will be (i) with respect
to an original Global Security (or any portion
thereof), the Original Issue Date specified in such
Global Security and (ii) following a consolidation of
Global Securities, with respect to the Global
Security resulting from such consolidation, the most
recent Interest Payment Date to which interest has
been paid or duly provided for on the predecessor
Global Securities, regardless of the date of
authentication of such resulting Global Security. No
Global Security will represent (i) both Fixed Rate
and Floating Rate Book-Entry Notes or (ii) any
Certificated Note or (iii) both Series A Notes and
Series B Notes.
Identification Numbers: The Company has arranged with the CUSIP Service
Bureau of Standard & Poor's Ratings Services (the
"CUSIP Service Bureau") for the reservation of two
Series Bf CUSIP numbers, one for Series A Notes and
one for Series B Notes, each of which series consists
of approximately 900 CUSIP numbers and relates to
Global Securities representing Book-Entry Notes and
book-entry medium-term notes issued by the Company
with other Series designations. The DTC Agents, the
Company and DTC have obtained from the CUSIP Service
Bureau a written list of such reserved CUSIP numbers.
The DTC Agents will assign CUSIP numbers to Global
Securities as described below under Settlement
Procedure "B". DTC will notify the CUSIP Service
Bureau periodically of the CUSIP numbers that the DTC
Agents has assigned to Global Securities. Each DTC
Agent will notify the Company at any time when fewer
than 100 of the reserved CUSIP numbers remain
unassigned to Global Securities,
A-3
and, if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global
Securities. Upon obtaining such additional CUSIP
numbers, the Company shall deliver a list of such
additional CUSIP numbers to either or both DTC
Agents, as needed, and to DTC.
Registration: Global Securities will be issued only in fully
registered form without coupons. Each Global Security
will be registered in the name of CEDE & CO., as
nominee for DTC, on the securities register for the
Notes (the "Securities Register") maintained under
the Indenture. The beneficial owner of a Book-Entry
Note (or one or more indirect participants in DTC
designated by such owner) will designate one or more
participants in DTC (with respect to such Book-Entry
Note, the "Participants") to act as agent or agents
for such owner in connection with the book-entry
system maintained by DTC, and DTC will record in
book-entry form, in accordance with instructions
provided by such Participants, a credit balance with
respect to such beneficial owner in such Book-Entry
Note in the account of such Participants. The
ownership interest of such beneficial owner (or such
participant) in such Book-Entry Note will be recorded
through the records of such Participants or through
the separate records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be accomplished
by book entries made by DTC and, in turn, by
Participants (and in certain cases, one or more
indirect participants in DTC) acting on behalf of
beneficial transferors and transferees of such Note.
Exchanges: Each DTC Agent may deliver to DTC and the CUSIP
Service Bureau at any time a written notice of
consolidation (a copy of which shall be attached to
the resulting Global Security described below)
specifying (i) the CUSIP numbers of two or more
outstanding Global Securities that represent (A)
Fixed Rate Book-Entry Notes of the same Series and
having the same Terms and for which interest has been
paid to the same date or (B) Floating Rate Book-Entry
Notes of the same Series and having the same Terms
and for which interest has been paid to the same
date, (ii) a date, occurring at least thirty days
after such written notice is delivered and at least
thirty days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global
Securities shall be exchanged for a single
replacement Global Security and (iii) a new CUSIP
number to be assigned to such replacement Global
Security. Upon receipt of such a notice, DTC will
send to its participants (including the DTC Agent for
such replacement Global Security) a written
reorganization notice to the effect that such
exchange will occur on such date. Prior to the
specified exchange date, such DTC Agent will deliver
to the CUSIP Service Bureau a written notice setting
forth such exchange date and
A-4
such new CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the Global
Securities to be exchanged will no longer be valid.
On the specified exchange date, such DTC Agent will
exchange such Global Securities for a single Global
Security bearing the new CUSIP number and a new
Original Issue Date, which shall be the last date to
which interest has been paid on the underlying
Book-Entry Notes, and the CUSIP numbers of the
exchanged Global Securities will, in accordance with
CUSIP Service Bureau procedures, be canceled and not
immediately reassigned. Upon such exchange, the DTC
Agent will 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
Indenture and deliver a certificate of destruction to
the Company. Notwithstanding the foregoing, if the
Global Securities to be exchanged exceed
U.S.$500,000,000 in aggregate principal amount, one
Global Security will be authenticated and issued to
represent each U.S.$500,000,000 of principal amount
of the exchanged Global Securities and an additional
Global Security will be authenticated and issued to
represent any remaining principal amount of such
Global Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date more than
nine months after the issue date for such Note. A
Floating Rate Book-Entry Note will mature only on an
Interest Payment Date for such Note. Any Note
denominated in Japanese yen will mature on a date not
less than one year from the Original Issue Date (as
defined below) for such Note. Any Note denominated in
Pounds Sterling will mature on a date not less than
one year, nor more than five years, after its
Original Issue Date.
Denominations: Book-Entry Notes will be issued in principal amounts
of U.S.$1,000 or any amount in excess thereof that is
an integral multiple of U.S.$1,000. If Book-Entry
Notes are denominated in a Specified Currency other
than U.S. dollars, the denominations of such Notes
will be determined pursuant to the provisions of the
applicable Pricing Supplement. Global Securities will
be denominated in principal amounts not in excess of
U.S.$500,000,000 (or the equivalent thereof). If one
or more Book-Entry Notes having an aggregate
principal amount in excess of U.S.$500,000,000 (or
the equivalent thereof) would, but for the preceding
sentence, be represented by a single Global Security,
then one Global Security will be authenticated and
issued to represent each U.S.$500,000,000 principal
amount (or the equivalent thereof) of such Book-Entry
Note or Notes and an additional Global Security will
be authenticated and issued to represent any
remaining principal amount of such Book-Entry Note or
Notes. In such a case, each of the Global Securities
representing such Book-Entry Note or Notes shall be
assigned the
A-5
same CUSIP number.
Notice of Redemption Each DTC Agent will with respect to the Notes
Dates: for which it is Trustee, give notice to the DTC prior
to each Redemption Date (as specified in the Note) if
any at the time and in the manner set forth in the
Letter.
Interest: General. Unless otherwise indicated in the applicable
Pricing Supplement, interest, if any, on each
Book-Entry Note will accrue from the Original Issue
Date (or such other date on which interest otherwise
begins to accrue (if different than the Original
Issue Date) of the Global Security representing such
Book-Entry Note for the first interest period or the
last date to which interest has been paid, if any,
for each subsequent interest period, on the Global
Security representing such Book-Entry Note, and will
be calculated and paid in the manner and on the
Interest Payment Dates described in such Book-Entry
Note and in the Prospectus (as defined in the Agency
Agreement), as supplemented by the applicable Pricing
Supplement. Each payment of interest on a Book-Entry
Note will include interest accrued to but excluding
the Interest Payment Date; provided that in the case
of Floating Rate Notes that reset daily or weekly,
interest payments will include interest accrued to
but excluding the next preceding Regular Record Date,
except that at stated Maturity, the interest payable
will include interest accrued to, but excluding, the
Maturity. Interest payable at the Maturity of a
Book-Entry Note will be payable to the Person to whom
the principal of such Note is payable. Standard &
Poor's Ratings Services will use the information
received in the pending deposit message described
under Settlement Procedure "C" below in order to
include the amount of any interest payable and
certain other information regarding the related
Global Security in the appropriate (daily or weekly)
bond report published by Standard & Poor's Ratings
Services.
Regular Record Dates. The Regular Record Date with
respect to any Interest Payment Date for a
Floating-Rate Note, Fixed Rate Note or Indexed Rate
Note shall be the date (whether or not a Business
Day) fifteen calendar days immediately preceding such
Interest Payment Date.
Payments of Principal Payment of Interest Only. Promptly after each Regular
and Interest: Record Date, the DTC Agent for each Global Security
will deliver to the Company and DTC a written notice
setting forth, by CUSIP number, the amount of
interest to be paid on each Global Security on the
following Interest Payment Date (other than an
Interest Payment Date coinciding with Maturity) and
the total of such amounts. DTC will confirm the
amount payable on each Global Security on such
Interest Payment Date by reference to the appropriate
(daily or weekly) bond
A-6
reports published by Standard & Poor's Ratings
Services. The Company will pay to the Trustee for the
Notes represented by such Global Security the total
amount of interest due on such Interest Payment Date
(other than at Maturity), and such Trustee will pay
such amount to DTC, at the times and in the manner
set forth below under "Manner of Payment". If any
Interest Payment Date for a Book-Entry Note is not a
Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no
interest shall accrue as a result of such delayed
payment.
Payments at Maturity or Upon Redemption. On or about
the first Business Day of each month, each DTC Agent
will, with respect to the Global Securities for which
it acts as DTC Agent, deliver to the Company, DTC and
the applicable Trustee a written list of principal
and interest to be paid on each Global Security
maturing either at Maturity or an a Redemption Date
in the following month. The DTC Agent for each Global
Security, the Company and DTC will confirm the
amounts of such principal and interest payments with
respect to each such Global Security on or about the
fifth Business Day preceding the Maturity date or
Redemption Date of such Global Security. On or before
such Maturity or Redemption, the Company will pay to
the Trustee for the Notes represented by such Global
Security the principal amount of such Global
Security, together with interest due at such
Maturity. Such Trustee will pay such amount to DTC at
the times and in the manner set forth below under
"Manner of Payment". If any Maturity of a Global
Security representing Book-Entry Notes is not a
Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no
interest shall accrue on such payment for the period
from and after such Maturity Date or Redemption Date.
Promptly after payment to DTC of the principal and
interest due on the Maturity Date or Redemption Date
of such Global Security, the Trustee for such Global
Security will cancel and destroy such Global Security
in accordance with the applicable Indenture and
deliver a certificate of destruction to the Company.
Manner of Payment. The total amount of any principal
and interest due on Global Securities on any Interest
Payment Date or at Maturity or upon redemption shall
be paid by the Company to the Trustee for the Notes
represented by such Global Security in immediately
available funds no later than 9:30 A.M. (New York
City time) on such date. The Company will make such
payment on such Global Securities by instructing such
Trustee to withdraw funds from an account maintained
by the Company with the DTC Agent for the Notes
represented by such Global Securities. The Company
will confirm any such instructions in writing to such
Trustee. Prior to 10 A.M. (New York City time) on the
date of Maturity or as soon as
A-7
possible thereafter, such Trustee will pay by
separate wire transfer (using Fedwire message entry
instructions in a form previously specified by DTC)
to an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for
immediate use by DTC, each payment of principal
(together with interest thereon) due on a Global
Security on such Maturity Date or Redemption Date. On
each Interest Payment Date (other than at Maturity),
interest payments shall be made to DTC, in same day
funds, in accordance with existing arrangements
between the relevant DTC Agent and DTC. On each such
date, DTC will pay, in accordance with its SDFS
operating procedures then in effect, such amounts in
funds available for immediate use to the respective
Participants in whose names the Book-Entry Notes
represented by such Global Securities are recorded in
the book-entry system maintained by DTC. None of the
Company (as issuer or as paying agent), the Trustee
or such DTC Agent shall have any direct
responsibility or liability for the payment by DTC to
such Participants of the principal of and interest on
the Book-Entry Notes. If an issue of Notes is
denominated in a currency other than the U.S. dollar,
the Company will make payments of principal and any
interest in the currency in which the Notes are
denominated (the "foreign currency") or in U.S.
dollars. DTC has elected to have all such payments of
principal and interest in U.S. dollars unless
notified by any of its Participants through which an
interest in the Notes is held that it elects, in
accordance with and to the extent permitted by the
applicable Pricing Supplement and the Note, to
receive such payment of principal or interest in the
foreign currency. On or prior to the third Business
Day after the record date for payment of interest and
twelve days prior to the date for payment of
principal, such Participant shall notify DTC of (i)
its election to receive all, or the specified
portion, of such payment in the foreign currency and
(ii) its instructions for wire transfer of such
payment to a foreign currency account.
DTC will notify the applicable Trustee on or prior to
the fifth Business Day after the record date for
payment of interest and ten days prior to the date
for payment of principal of the portion of such
payment to be received in the foreign currency and
the applicable wire transfer instructions, and the
applicable Trustee shall use such instructions to pay
the Participants directly. If DTC does not so notify
the applicable Trustee, it is understood that only
U.S. dollar payments are to be made. The applicable
Trustee shall notify DTC on or prior to the second
Business Day prior to payment date of the conversion
rate to be used and the resulting U.S. dollar amount
to be paid per U.S.$1,000 face amount. In the event
that the applicable Trustee's quotation to convert
the foreign currency into U.S. dollars is not
available, the applicable Trustee shall notify DTC's
Dividend
A-8
Department that the entire payment is to be made in
the foreign currency. In such event, DTC will ask its
Participants for payment instructions and forward
such instructions to the applicable Trustee and the
applicable Trustee shall use such instructions to pay
the Participants directly.
Withholding Taxes. The amount of any taxes required
under applicable law to be withheld from any interest
payment on a Book-Entry Note will be determined and
withheld by the Participant, indirect participant in
DTC or other Person responsible for forwarding
payments and materials directly to the beneficial
owner of such Note.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise of Optional Reset. Not less than 45 or more than 60 days
Optional Reset or before an Optional Reset Date as set forth in a
Optional Extension of Book-Entry Note, the Company will notify the Trustee
Maturity: for such Book-Entry Note whether it is exercising its
option to reset the interest rate or Spread or Spread
Multiplier, as the case may be, for such Book-Entry
Note, and if so, (i) the new interest rate or Spread
or Spread Multiplier, as the case may be, for such
Book-Entry Note during the period from such Optional
Reset Date to the next Optional Reset Date as set
forth in such Book-Entry Note or, if there is no such
next Optional Reset Date, to the Stated Maturity of
such Book-Entry Note (the "Subsequent Interest
Period"); and (ii) the provisions, if any, for
redemption of such Book-Entry Note during such
Subsequent Interest Period, including the date or
dates on which or the period or periods during which
such redemption may occur during such Subsequent
Interest Period.
Company Notice to Trustee regarding Exercise of
Optional Extension of Maturity. If the Company elects
to exercise an option, as set forth in a Book-Entry
Note, to extend the Stated Maturity of such Note, it
will so notify the Trustee for such Book-Entry Note
no less than 45 or more than 60 days before the
Stated Maturity of such Book-Entry Note, and will
further indicate (i) the new Stated Maturity; (ii)
the interest rate or Spread or Spread Multiplier, as
the case may be, applicable to the extension period;
and (iii) the provisions, if any, for redemption of
such Book-Entry Note during such extension period,
including the date or dates on which or the period or
periods during which such redemption may occur during
such extension period.
Trustee Notice to DTC regarding Company's Exercise of
Optional Extension or Reset. Upon receipt of notice
from the Company regarding the Company's exercise of
either an optional extension of maturity or an
optional reset, the Trustee for the Book-Entry Note
will hand-deliver a notice to DTC not less than 40
days before the Optional Reset Date (in which case a
"Reset Notice") or the Stated
A-9
Maturity (in which case an "Extension Notice"), as
the case may be, which Reset Notice or Extension
Notice shall identify such Book-Entry Note by CUSIP
number and shall contain the information required by
the terms of the Book-Entry Note.
Trustee Notice to Company regarding Option to be
Repaid. If, after receipt of either a Reset Notice or
an Extension Notice, DTC exercises the option for
repayment by tendering the Global Security
representing the Book-Entry Note to be repaid as set
forth in such Note, the Trustee for such Book-Entry
Note shall give notice to the Company not less than
22 days before the Optional Reset Date or the old
Stated Maturity, as the case may be, of the principal
amount of Book-Entry Notes to be repaid on such
Optional Reset Date or old Stated Maturity, as the
case may be.
Company Notice regarding New Interest Rate or New
Spread or Spread Multiplier. If the Company elects to
revoke the interest rate or Spread or Spread
Multiplier provided for in the Reset Notice and
establish a higher interest rate or Spread or Spread
Multiplier for an Optional Reset Period or extension
period, as the case may be, it shall, not less than
20 days before such Optional Reset Date or old Stated
Maturity, so notify the Trustee for the affected
Book-Entry Note. The Trustee will immediately
thereafter notify DTC of the new interest rate or
Spread or Spread Multiplier applicable to such
Book-Entry Note.
Trustee Notice to Company regarding DTC Revocation of
Option to be Repaid. If, after DTC has tendered any
Book-Entry Notes for repayment pursuant to an
Extension Notice or an Optional Reset Notice, DTC
then revokes such tender for repayment, the Trustee
for such Book-Entry Notes shall give notice to the
Company not less than five days prior to the Stated
Maturity or Optional Reset Date, as the case may be,
of such revocation and of the principal amount of
Book-Entry Notes for which tender for repayment has
been revoked.
Deposit of Repayment Price. On or before any old
Stated Maturity where the Maturity has been extended,
and on or before any Optional Reset Date, the Company
shall deposit with such Trustee an amount of money
sufficient to pay the principal amount, plus interest
accrued to such old Stated Maturity or Optional Reset
Date, as the case may be, for all the Book-Entry
Notes or portions thereof for which such Trustee
serves as Trustee and which are to be repaid on such
old Stated Maturity or Optional Reset Date, as the
case may be. Such Trustee will use such money to
repay such Book-Entry Notes pursuant to the terms set
forth in such Notes.
A-10
Procedures upon Company Notice to Trustee regarding Company's
Company Notice to Exercise of Optional Redemption. At least 45 days
Trustee regarding prior to the date on which it intends to redeem a
Company's Exercise of Book-Entry Note, the Company will notify the Trustee
Optional Redemption: for such Book-Entry Note that it is exercising such
option with respect to such Book-Entry Note on such
date.
Trustee Notice to DTC regarding Company's Exercise of
Optional Redemption. After receipt of notice that the
Company is exercising its option to redeem a
Book-Entry Note, the Trustee will, at least 30 days
before the redemption date for such Book-Entry Note,
hand deliver to DTC a notice identifying such
Book-Entry Note by CUSIP number and informing DTC of
the Company's exercise of such option with respect to
such Book-Entry Note.
Deposit of Redemption Price. On or before any
redemption date, the Company shall deposit with such
Trustee an amount of money sufficient to pay the
redemption price, plus interest accrued to such
redemption date, for all the Book-Entry Notes or
portions thereof for which such Trustee serves as
Trustee and which are to be repaid on such redemption
date. Such Trustee will use such money to repay such
Book-Entry Notes pursuant to the terms set forth in
such Notes.
Payments of Principal Trustee Notice to Company of Option to be Repaid.
and Interest Upon Upon receipt of notice of exercise of the option for
Exercise of Optional repayment and the Global Securities representing the
Repayment (Except Book-Entry Notes so to be repaid as set forth in such
Pursuant to Company's Notes, the Trustee for such Book-Entry Notes shall
Exercise of Optional (unless such notice was received pursuant to the
Reset or Optional Company's exercise of an optional reset or an
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 such Trustee an amount of money sufficient to
pay the optional repayment price, and accrued
interest thereon to such date, of all the Book-Entry
Notes or portions thereof which are to be repaid on
such date. Such Trustee will use such money to repay
such Book-Entry Notes pursuant to the terms set forth
in such Notes.
A-11
Procedure for Rate 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 Unless otherwise instructed by the Company, the Agent
Rejection of 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 agreed by the Company and the Agent,
the Company has the right to accept orders to
purchase Book-Entry Notes and may reject any such
orders in whole or in part.
Preparation of Pricing If any order to purchase a Book-Entry Note is
Supplement: accepted by or on behalf of the Company, the Company
will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Book-Entry
Note, will file ten copies thereof with the
Commission in accordance with the applicable
paragraph of Rule 424(b) under the Act, will deliver
such number of copies thereof to the Agent as the
Agent shall request and will, on the Agent's behalf,
file five copies of such Pricing Supplement with the
National Association of Securities Dealers, Inc. (the
"NASD"). The Agent will cause a Prospectus and such
Pricing Supplement to be delivered to the purchaser
of such Book-Entry Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix the Pricing Supplement
to Prospectuses prior to their use. Outdated Pricing
Supplements and the Prospectuses to which they are
attached (other than those retained for files), will
be destroyed.
Copies of the appropriate number of Pricing
Supplements shall be delivered to the Agent at the
following address by 11:00 a.m., New York City time,
on the Business Day following the acceptance of an
offer by or on behalf of the Company: to Citigroup
Global Markets Inc., Prospectus Department, Brooklyn
Army Terminal, 140 58th Street, 8th Floor, Brooklyn,
N.Y. 11220, with a copy to Citigroup Global Markets
Inc., 388 Greenwich Street, New York, New York 10013,
Attention: MTN Program Manager.
A-12
Suspension of Subject to the Company's representations, warranties
Solicitation; and covenants contained in the Agency Agreement, the
Amendment or Company may instruct the Agent to suspend at any
Supplement: time, for any period of time or permanently, the
solicitation of orders to purchase Book-Entry Notes.
Upon receipt of such instructions, the Agent will
forthwith suspend solicitation until such time as the
Company has advised them that such solicitation may
be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will promptly
advise the Agent, the Trustees and the DTC Agents
whether such orders may be settled and whether copies
of the Prospectus as in effect at the time of the
suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with the
settlement of such orders. The Company will have the
sole responsibility for such decision and for any
arrangements that may be made in the event that the
Company determines that such orders may not be
settled or that copies of such Prospectus may not be
so delivered.
Delivery of Prospectus: A copy of the Prospectus and a Pricing Supplement
relating to a Book-Entry Note must accompany or
precede the earliest of any written offer of such
Book-Entry Note, confirmation of the purchase of such
Book-Entry Note and payment for such Book-Entry Note
by its purchaser. If notice of a change in the terms
of the Book-Entry Notes is received by the Agent
between the time an order for a Book-Entry Note is
placed and the time written confirmation thereof is
sent by the Agent to a customer or his agent, such
confirmation shall be accompanied by a Prospectus and
Pricing Supplement setting forth the terms in effect
when the order was placed. The Agent will deliver a
Prospectus and Pricing Supplement as herein described
with respect to each Book-Entry Note sold by it. The
Company will make such delivery if such Book-Entry
Note is sold directly by the Company to a purchaser
(other than the Agent).
Confirmation: For each order to purchase a Book-Entry Note
solicited by the Agent and accepted by or on behalf
of the Company, the Agent will issue a confirmation
to the purchaser, with a copy to the Company, setting
forth the details set forth above and delivery and
payment instructions.
A-13
Settlement: The receipt by the Company of immediately available
funds in payment for a Book-Entry Note and the
authentication and issuance of the Global Security
representing such Book-Entry Note shall constitute
"settlement" with respect to such Book-Entry Note,
and the date of such settlement, the "Settlement
Date". All orders accepted by the Company will be
settled on the third Business Day next succeeding the
date of acceptance pursuant to the timetable for
settlement set forth below unless the Company and the
purchaser agree to settlement on another day which
shall be no earlier than the Business Day the date of
sale.
Settlement Procedures: Settlement Procedures with regard to each
Book-Entry Note sold by the Company to or through the
Agent, except pursuant to a Terms Agreement, shall be
as follows:
A. The Agent will advise the Company by
telephone (or by facsimile or other
acceptable written means) that such Note is
a Book-Entry Note and of the following
settlement information:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate
Book-Entry Note, the interest rate
and reset, redemption, repayment
and extension provisions (if any)
or, in the case of a Floating Rate
Book-Entry Note, the Base Rate,
Initial Interest Rate (if known at
such time) Interest Reset Period,
Interest Reset Dates, Index
Maturity, Spread and/or Spread
Multiplier (if any), Minimum
Interest Rate (if any), Maximum
Interest Rate (if any) and reset,
redemption, repayment and extension
provisions (if any).
5. Interest Payment Dates and the
Interest Payment Period.
6. Amortization provisions, if any.
7. Settlement date and Issue Date, if
different.
8. Specified currency.
A-14
9. Denominated currency, Indexed
Currency, Base Exchange Rate, and
the Determination Date, if
applicable.
10. Price.
11. Agent's commission, determined as
provided in the Agency Agreement.
12. Whether, in the case of Series A
Notes, the Notes will have a
Survivor's Option.
13. Whether such Book-Entry Note is an
OID Note and, if so, the total
amount of OID, the yield to
maturity and the initial accrual
period OID.
14. Any other terms necessary to
describe the Book-Entry Note.
B. The Company will advise the relevant DTC
Agent by telephone (confirmed in writing at
any time on the same date), written
telecommunication or electronic transmission
of the information set forth in Settlement
Procedure "A" above. Each such communication
by the Company shall constitute a
representation and warranty by the Company
to the DTC Agent for such Note, the Trustee
for such Note and the Agent that (i) such
Note is then, and at the time of issuance
and sale thereof will be, duly authorized
for issuance and sale by the Company and
(ii) such Note, and the Global Security
representing such Note, will conform with
the terms of the Indenture for such Note.
The DTC Agent will then assign a CUSIP
number to the Global Security representing
such Book-Entry Note and notify the Agent
and the Company by telephone (confirmed in
writing at any time on the same date),
written telecommunication or electronic
transmission of such CUSIP number as soon as
practicable.
C. Such DTC Agent will enter a pending deposit
message through DTC's Participant Terminal
System providing the following settlement
information to DTC, Standard & Poor's
Ratings Services, Interactive Data
Corporation, the Agent and, upon request,
the Trustee for such Notes:
1. The information set forth in
Settlement Procedure "A".
2. Identification as a Fixed Rate
Book-Entry Note or a
A-15
Floating Rate Book-Entry Note.
3. The Initial Interest Payment Date
for such Book-Entry Note, number of
days by which such date succeeds
the related Regular Record Date and
amount of interest payable on such
Interest Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global
Security representing such
Book-Entry Note.
6. The participant account numbers
maintained by DTC on behalf of the
Trustee and the Agent.
7. Whether such Global Security will
represent any other Book-Entry Note
(to the extent known at such time).
D. To the extent the Company has not already
done so, the Company will deliver to the
Trustee for such Notes a Global Security in
a form that has been approved by the
Company, the Agent and the Trustee.
E. The Trustee will complete such Book-Entry
Note, stamp the appropriate legend, as
instructed by DTC, if not already set forth
thereon, and authenticate the Global
Security representing such Book-Entry Note.
F. DTC will credit such Book-Entry Note to such
DTC Agent's participant account at DTC.
G. Such DTC Agent will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC to (i) debit such
Book-Entry Note to such DTC Agent's
participant account and credit such
Book-Entry Note to the Agent's participant
account and (ii) debit the Agent's
settlement account and credit such DTC
Agent's settlement account for an amount
equal to the price of such Book-Entry Note
less the Agent's commission. The entry of
such a deliver order shall constitute a
representation and warranty by such DTC
Agent to DTC that (i) the Global Security
representing such Book-Entry Note has been
issued and authenticated and (ii) such DTC
Agent is holding such Global Security
pursuant to the Medium Term Note Certificate
Agreement between such DTC Agent and DTC.
A-16
H. Unless the Agent is purchasing such Note as
principal, the Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit
such Book-Entry Note to the Agent's
participant account and credit such
Book-Entry Note to the participant accounts
of the Participants with respect to such
Book-Entry Note and (ii) to debit the
settlement accounts of such Participants and
credit the settlement account of the Agent
for an amount equal to the price of such
Book-Entry Note.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "G" and "H" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
J. Such DTC Agent will, upon receipt of funds
from the Agent in accordance with Settlement
Procedure "G", credit to an account of the
Company maintained at such DTC Agent funds
available for immediate use in the amount
transferred to such DTC Agent in accordance
with Settlement Procedure "G".
K. Unless the Agent is purchasing such
Book-Entry Note as principal, the Agent will
confirm the purchase of such Book-Entry Note
to the purchaser either by transmitting to
the Participants with respect to such
Book-Entry Note a confirmation order or
orders through DTC's institutional delivery
system or by mailing a written confirmation
to such purchaser.
L. Monthly, each DTC Agent will send to the
Company a statement setting forth the
principal amount of Registered Notes
Outstanding as of the date of such statement
and setting forth a brief description of any
sales of which the Company has advised such
DTC Agent but which have not yet been
settled.
A-17
Settlement Procedures For sales by the Company of Book-Entry Notes
Timetable: solicited by the Agent and accepted by the
Company (except pursuant to a Terms
Agreement) for settlement on the first
Business Day after the sale date, Settlement
Procedures "A" through "K" set forth above
shall be completed as soon as possible but
not later than the respective times (New York
City time) set forth below:
Settlement
Procedure Time
--------- --------------------------------------
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one
Business Day after the sale date, Settlement
Procedures "A", "B" and "C" shall be
completed as soon as practicable but no later
than 11:00 A.M. 12:00 Noon and 2:00 P.M.
respectively on the first Business Day after
the sale date. If the Initial Interest Rate
for a Floating Rate Book-Entry Note has not
been determined at the time that Settlement
Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be completed as
soon as such rate has been determined but no
later than 12:00 Noon and 2:00 P.M.,
respectively, on the Business Day before the
settlement date. Settlement Procedure "I" is
subject to extension in accordance with any
extension of Fedwire closing deadlines and in
the other events specified in SDFS operating
procedures in effect on the settlement date.
If settlement of a Book-Entry Note is
rescheduled or canceled, the DTC Agent for
such Book-Entry Notes after receiving notice
from the Company or the Agent, will deliver
to DTC, through DTC's Participant Terminal
System, a cancellation message to such effect
by no later than 2:00 P.M. on the Business
Day immediately preceding the scheduled
settlement date.
Failure to Settle: If settlement of a Book-Entry Note is
rescheduled and the DTC Agent for such Note
has not entered an SDFS deliver order with
respect to a Book-Entry Note pursuant to
Settlement Procedure "G", after receiving
notice from the Company or the Agent, such
DTC Agent shall deliver to DTC, through DTC's
Participant Terminal
A-18
System, as soon as practicable, a withdrawal
message instructing DTC to debit such
Book-Entry Note to such DTC Agent's
participant account. DTC will process the
withdrawal message, provided that such DTC
Agent's participant account contains a
principal amount of the Global Security
representing such Book-Entry Note that is at
least equal to the principal amount to be
debited. If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee
for the Notes represented by such Global
Security will mark such Global Security
"canceled", make appropriate entries in such
Trustee's records and destroy canceled Global
Security in accordance with the applicable
Indenture and deliver a certificate of
destruction to the Company. The CUSIP number
assigned to such Global Security shall, in
accordance with CUSIP Service Bureau
procedures, be canceled and not immediately
reassigned.
If a withdrawal message is processed with
respect to one or more, but not all, of the
Book-Entry Notes represented by a Global
Security, the DTC Agent for such Book-Entry
Notes will exchange such Global Security for
two Global Securities, one of which shall
represent such Book-Entry Notes and shall be
canceled immediately after issuance and the
other of which shall represent the other
Book-Entry Notes previously represented by
the surrendered Global Security and shall
bear the CUSIP number of the surrendered
Global Security.
If the purchase price for any Book-Entry Note
is not timely paid to the Participants with
respect to such Note by the beneficial
purchaser thereof (or a Person, including an
indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in
turn, the Presenting Agent may enter SDFS
deliver orders through DTC's Participant
System reversing the orders entered pursuant
to Settlement Procedures "H" and "G",
respectively. Thereafter, the DTC Agent for
such Book-Entry Note will deliver the
withdrawal message and take the related
actions described in the preceding paragraph.
If such failure shall have occurred for any
reason other than a default by the Agent in
the performance of its obligations hereunder
and under the Agency Agreement, then the
Company will reimburse the Agent for the loss
of the use of the funds during the period
when they were credited to the account of the
Company. Notwithstanding the foregoing, upon
any failure to settle with respect to a
Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating procedures
then in effect. In the event of a failure to
settle with respect to one or more, but not
all, of the Book-Entry Notes to have been
represented by a Global Security, the DTC
Agent for such Book-Entry Note or Notes will
provide, in accordance with Settlement
Procedures "E" and "G", for the
A-19
authentication and issuance of a Global
Security representing the other Book-Entry
Notes to have been represented by such Global
Security and will make appropriate entries in
its records.
Trustees Not to Risk Nothing herein shall be deemed to require
Funds: either Trustee to risk or expend its own
funds in connection with any payment to the
Company, DTC, the Agent or the purchaser, it
being understood by all parties that payments
made by either Trustee to the Company, DTC,
the Agent or the purchaser shall be made only
to the extent that funds are provided to such
Trustee for such purpose.
Authenticity of The Company will cause each of the Trustees
Signatures: to furnish the Agent from time to time with
the specimen signatures of each of such
Trustee's officers, employees or agents who
has been authorized by such Trustee to
authenticate Book-Entry Notes, but the Agent
will not have any obligation or liability to
the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the
Trustee on any Book-Entry Note.
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the
out-of-pocket expenses incurred by such Agent
during that month that are reimbursable to it
pursuant to the terms of the Agency
Agreement. The Company will remit payment to
the Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the Agents
the amount of advertising that may be
appropriate in soliciting offers to purchase
the Book-Entry Notes. Advertising expenses
will be paid by the Company.
PART II
Administrative Procedures for Certificated Notes
Each Trustee will serve as registrar and transfer agent in
connection with the Certificated Notes for which it serves as Trustee.
Issuance: Each Certificated Note will be dated and
issued as of the date of its authentication
by the applicable Trustee. Each Certificated
Note will bear an Original Issue Date, which
will be (i) with respect to an original
Certificated Note (or any portion thereof),
its original issuance date (which will be the
settlement date) and (ii) with respect to any
Certificated Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Certificated Note or in lieu of a destroyed,
lost or stolen Certificated Note, the
Original Issue Date of the predecessor
Certificated Note, regardless of the date of
authentication of such subsequently issued
Certificated Note.
A-20
Registration: Certificated Notes will be issued only in
fully registered form without coupons.
Maturities: Each Certificated Note will mature on a date
not less than nine months after the issue
date for such Note. A Floating Rate
Certificated Note will mature only on an
Interest Payment Date for such Note. Any Note
denominated in Japanese yen will mature on a
date not less than one year from the Original
Issue Date (as defined below) for such Note.
Any Note denominated in Pounds Sterling will
mature on a date not less than one year, nor
more than five years, after its Original
Date.
Currency: The Specified Currency for a Certificated
Note shall be as set forth therein and in the
applicable Pricing Supplement.
Denominations: The denomination of any Certificated Note
denominated in U.S. dollars will be a minimum
of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000. The
authorized denominations of Certificated
Notes denominated in a Specified Currency
other than U.S. dollars shall be determined
as set forth in the applicable Pricing
Supplement.
Interest: General. Unless otherwise indicated in the
applicable Pricing Supplement, interest, if
any, on each Certificated Note will accrue
from the Original Issue Date (or such other
date on which interest otherwise begins to
accrue (if different from the Original Issue
Date)) of such Note for the first interest
period or the last date to which interest has
been paid, if any, for each subsequent
interest period, on such Note, and will be
calculated and paid in the manner and on the
dates described in such Note and in the
Prospectus, as supplemented by the applicable
Pricing Supplement. Unless otherwise
specified therein, each payment of interest
on a Certificated Note will include interest
accrued to but excluding the Interest Payment
Date (provided that, in the case of
Certificated Notes which reset daily or
weekly, interest payments will include
accrued interest to and including the next
preceding Regular Record Date), except that
at stated Maturity, the interest payable will
include interest accrued to, but excluding,
the stated Maturity (other than a Maturity of
a Fixed Rate Certificated Note occurring on
the 31st day of a month, in which case such
payment of interest will include interest
accrued to but excluding the 30th day of such
month or the last day of the month in the
case of February).
Regular Record Dates. The Regular Record
Dates with respect to any Interest Payment
Date for a Fixed Rate Note, Floating Rate
Note or Indexed Rate Note shall be the date
(whether or not a Business Day) fifteen
calendar days immediately preceding such
Interest Payment
A-21
Date.
Payments of Interest: The applicable Trustee will pay the principal
amount of each Certificated Note at Maturity
or upon redemption upon presentation and
surrender of such Note. Such payment,
together with payment of interest due at
Maturity or upon redemption of such Note,
will be made in funds available for immediate
use by the Trustee or paying agent and in
turn by the holder of such Note. Certificated
Notes presented to the Trustee or paying
agent at Maturity or upon redemption for
payment will be canceled and destroyed by the
Trustee or paying agent, and a certificate of
destruction will be delivered to the Company.
All interest payments on a Certificated Note
(other than interest due at Maturity or upon
redemption) will be made by check drawn on
the Trustee and mailed by the Trustee to the
person entitled thereto as provided in such
Note and the Indenture; provided, however,
that the holder of U.S.$10,000,000 or more of
Notes having the same Interest Payment Dates
will, upon written request prior to the
Regular Record Date in respect of an Interest
Payment Date, be entitled to receive payment
by wire transfer of immediately available
funds. Following each Regular Record Date,
The Trustee or paying agent will furnish the
Company with a list of interest payments to
be made on the following Interest Payment
Date for each Certificated Note and in total
for all Certificated Notes. Interest at
Maturity or upon redemption will be payable
to the person to whom the payment of
principal is payable. The Trustee or paying
agent will provide monthly to the Company
lists of principal and interest, to the
extent ascertainable, to be paid on
Certificated Notes maturing or to be redeemed
in the next month.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Certificated
Note will be determined and withheld by the
Trustee.
The Company will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by applicable
law.
If any interest Payment Date for or the
Maturity of a Certificated Note is not a
Business Day, the payment due on such day
shall be made on the next succeeding Business
Day and no interest shall accrue on account
of such delayed payment.
Procedure for Rate The Company and the Agent will discuss from
Setting and Posting: time to time the aggregate principal amount
of, the issuance price of, and the interest
rates to be borne by, Notes that may be sold
as a result of the solicitation of orders by
the Agent. If the Company decides to set
prices of, and rates borne by, any Notes in
respect of which the Agent is to solicit
orders (the setting of such prices and rates
to be referred to herein as "posting") or if
the Company decides to change prices or rates
previously posted by it, it will promptly
advise the Agent of the
A-22
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the Company,
Rejection of Orders: the Agent will advise the Company promptly by
telephone of all orders to purchase
Certificated Notes received by the Agent,
other than those rejected by it in whole or
in part in the reasonable exercise of its
discretion. Unless otherwise agreed by the
Company and the Agent, the Company has the
sole right to accept orders to purchase
Certificated Notes and may reject any such
orders in whole or in part. Before accepting
any order to purchase a Certificated Note to
be settled in less than three Business Days,
the Company shall verify that the Trustee for
such Certificated Note will have adequate
time to prepare and authenticate such Note.
Preparation of Pricing If any order to purchase a Certificated Note
Supplement: is accepted by or on behalf of the Company,
the Company will prepare a Pricing Supplement
reflecting the terms of such Certificated
Note, will file ten copies thereof with the
Commission in accordance with the applicable
paragraph of Rule 424(b) under the Act, will
deliver such number of copies thereof to the
Agent as the Agent shall request and will, on
the Agent's behalf, file five copies of the
Pricing Supplement with the NASD. The Agent
will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser
of such Certificated Note.
Copies of the appropriate number of Pricing
Supplements shall be delivered to the Agent
at the following addresses by 11:00 a.m., New
York City time, on the Business Day following
the acceptance of an offer by or on behalf of
the Company: to Citigroup Global Markets
Inc., Prospectus Department, Brooklyn Army
Terminal, 140 58th Street, 8th Floor,
Brooklyn, N.Y. 11220, with a copy to
Citigroup Global Markets Inc., 388 Greenwich
Street, New York, New York 10013, attention:
MTN Program Manager.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to
their use. Outdated Pricing Supplements and
the Prospectuses to which they are attached
(other than those retained for files), will
be destroyed.
Suspension of Subject to the Company's representations,
Solicitation; warranties and covenants contained in the
Amendment or Agency Agreement, the Company may instruct
Supplement: the Agent to suspend at any time for any
period of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agent will forthwith
suspend solicitation until such time as the
Company has advised them that such
solicitation may be resumed.
A-23
In the event that at the time the Company
suspends solicitation of purchases there
shall be any orders outstanding for
settlement, the Company will promptly advise
the Agent, the Trustee whether such orders
may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate
Pricing Supplement, may be delivered in
connection with the settlement of such
orders. The Company will have the sole
responsibility for such decision and for any
arrangements that may be made in the event
that the Company determines that such orders
may not be settled or that copies of such
Prospectus may not be so delivered.
Delivery of Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Certificated Note
must accompany or precede the earliest of any
written offer of such Certificated Note,
confirmation of the purchase of such
Certificated Note and payment for such
Certificated Note by its purchaser. If notice
of a change in the terms of the Certificated
Notes is received by the Agent between the
time an order for a Certificated Note is
placed and the time written confirmation
thereof is sent by the Agent to a customer or
his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in effect
when the order was placed. The Agent will
deliver a Prospectus and Pricing Supplement
as herein described with respect to each
Certificated Note sold by it. The Company
will make such delivery if such Certificated
Note is sold directly by the Company to a
purchaser (other than the Agent).
Confirmation: For each order to purchase a Certificated
Note solicited by the Agent and accepted by
or on behalf of the Company, the Agent will
issue a confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of immediately
available funds in exchange for an
authenticated Certificated Note delivered to
the Agent and the Agent's delivery of such
Certificated Note against receipt of
immediately available funds shall, with
respect to such Certificated Note, constitute
"settlement". All orders accepted by the
Company will be settled on the fifth Business
Day next succeeding the date of acceptance
pursuant to the timetable for settlement set
forth below, unless the Company and the
purchaser agree to settlement on another day
which shall be no earlier than the next
Business Day following the date of sale.
Settlement Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company to or
through the Agent, as agent (except pursuant
to a
A-24
Terms Agreement), shall be as follows:
A. The Agent will advise the Company by
telephone or by facsimile transmission
or other acceptable written means) that
such Note is a Certificated Note and of
the following settlement information, in
time for the Trustee for such
Certificated Note to prepare and
authenticate the required Note:
1. Name in which such Certificated
Note is to be registered
("Registered Owner").
2. Address of the Registered Owner
and address for payment of
principal and interest.
3. Taxpayer identification number of
the Registered Owner (if
available).
4. Principal or face amount.
5. Series.
6. Stated Maturity.
7. In the case of a Fixed Rate
Certificated Note, the Interest
Rate and reset provisions (if any)
or, in the case of a Floating Rate
Certificated Note, the Base Rate,
Initial Interest Rate (if known at
such time), Interest Reset Period,
Interest Reset Dates, Index
Maturity, Spread and/or Spread
Multiplier (if any), Minimum
Interest Rate (if any), Maximum
Interest Rate (if any) and reset
provisions (if any).
8. Interest Payment Dates and the
Interest Payment Period.
9. Specified Currency.
10. Denominated Currency, Indexed
Currency, Base Exchange Rate and
the Determination Date, if
applicable.
11. Redemption, repayment,
amortization or extension
provisions, if any.
12. Settlement date.
13. Price (including currency).
A-25
14. Agent's commission, if any,
determined as provided in the
Agency Agreement.
15. Whether such Certificated Note an
OID Note, and, if so, the total
amount of OID and the yield to
maturity.
16. Any other terms necessary to
describe the Certificated Note.
B. The Company will advise the relevant
Trustee by telephone, (confirmed in
writing at any time on the sale date)
written telecommunication or electronic
transmission of the information set
forth in Settlement Procedure "A" above
and the name of the Presenting Agent.
C. The Company will deliver to the relevant
Trustee a pre-printed four-ply packet
for such Certificated Note, which packet
will contain the following documents in
forms that have been approved by
Company, the Agents and the Trustee:
1. Certificated Note with customer
confirmation.
2. Stub One -- For Trustee.
3. Stub Two -- For Agent.
4. Stub Three -- For the Company.
D. The Trustee will complete such
Certificated Note and will authenticate
such Certificated Note and deliver it
(with the confirmation) and Stubs One
and Two to the Agent, and the Agent will
acknowledge receipt of the Note by
stamping or otherwise marking Stub One
and returning it to the Trustee. Such
delivery will be made only against such
acknowledgment of receipt and evidence
that instructions have been given by the
Agent for payment to such account as the
Company shall have specified in funds
available for immediate use, of an
amount equal to the price of such
Certificated Note less the Agent's
commission. In the event that the
instructions given by the Agent for
payment to the account of the Company
are revoked, the Company will as
promptly as possible wire transfer to
the account of the Agent an amount of
immediately available funds equal to the
amount of such payment made.
E. Unless the Agent purchased the Note as
Principal, the Agent will deliver such
Certificated Note (with the
confirmation) to the customer against
payment in immediately payable funds.
A-26
The Agent will obtain the acknowledgment
of receipt of such Certificated Note by
retaining Stub Two.
F. The Trustee will send Stub Three to the
Company by first-class mail.
Settlement Procedures For orders of Certificated Notes solicited by
Timetable: the Agent, as agent, and accepted by the
Company, Settlement Procedures "A" through
"F" set forth above shall be completed on or
before the respective times (New York City
time) set forth below:
Settlement
Procedure Time
- ---------- --------------------------------------
A 2:00 P.M. on the day before settlement
B On the day two Business Days before
settlement date.
C 2:15 P.M. two Business Days before
settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Procedures upon Company's Company Notice to Trustee regarding Exercise
Exercise of Optional Reset or of Optional Reset. Not less than 45 or
Optional Extension of Maturity: more than 60 days before an Optional Reset
Date as set forth in a Certificated Note, the
Company will notify the Trustee for such
Certificated Note whether it is exercising
its option to reset the interest rate or
Spread or Spread Multiplier, as the case may
be, for such Certificated Note, and if so,
(i) the new interest rate or Spread or Spread
Multiplier, as the case may be, for such
Certificated Note during the period from such
Optional Reset Date to the next Optional
Reset Date as set forth in such Certificated
Note or, if there is no such next Optional
Reset Date, to the Stated Maturity of such
Certificated Note (the "Subsequent Interest
Period"); and (ii) the provisions, if any,
for redemption of such Certificated Note
during such Subsequent Interest Period,
including the date or dates on which or the
period or periods during which such
redemption may occur during such Subsequent
Interest Period.
Company Notice to Trustee regarding Exercise
of Optional Extension of Maturity. If the
Company elects to exercise an option, as set
forth in a Certificated Note, to extend the
Stated Maturity of such Note, it will so
notify the Trustee for such Certificated Note
not less than 45 or more than 60 days before
the Stated Maturity of such Certificated
Note, and will further indicate (i) the new
Stated Maturity; (ii) the interest rate or
Spread or Spread Multiplier, as the case may
be, applicable to the extension period; and
(iii) the provisions, if any, for
A-27
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 such Note, the Trustee for such
Certificated Note shall give notice to the
Company not less than 22 days before the
Optional Reset Date or the old Stated
Maturity, as the case may be, of the
principal amount of Certificated Notes to be
repaid on such Optional Reset Date or old
Stated Maturity, as the case may be.
Company Notice regarding New Interest Rate or
New Spread or Spread Multiplier. If the
Company elects to revoke the interest rate or
Spread or Spread Multiplier provided for in
the Reset Notice and establish a higher
interest rate or Spread or Spread Multiplier
for an Optional Reset Period or extension
period, as the case may be, it shall, not
less than 20 days before such Optional Reset
Date or old Stated Maturity, so notify the
Trustee for the affected Certificated Note.
The Trustee will immediately thereafter
notify the Holder of such Certificated Note,
by first class mail, postage prepaid, of the
new interest rate or Spread or Spread
Multiplier applicable to such Certificated
Note.
Trustee Notice to Company regarding Holder
Revocation of Option to be Repaid. If, after
the Holder of a Certificated Note has
tendered such Note for repayment pursuant to
an Extension Notice or an Optional Reset
Notice, such Holder then revokes such tender
for repayment, the Trustee for such
Certificated Note shall give notice to the
Company not less than five days prior to the
Stated Maturity or Optional Reset Date, as
the case may be, of such revocation and of
the principal amount of Certificated Notes
for which tender for repayment has been
revoked.
A-28
Deposit of Repayment Price. On or before any
old Stated Maturity where the Maturity has
been extended, and on or before any Optional
Reset Date, the Company shall deposit with
such Trustee an amount of money sufficient to
pay the principal amount, plus interest
accrued to such old Stated Maturity or
Optional Reset Date, as the case may be, for
all the Certificated Notes or portions
thereof for which such Trustee serves as
Trustee and which are to be repaid on such
old Stated Maturity or Optional Reset Date,
as the case may be. Such Trustee will use
such money to repay such Certificated Notes
pursuant to the terms set forth in such
Notes.
Procedures upon Company's Company Notice to Trustee regarding Exercise
Exercise of Optional Redemption: of Optional Redemption. At least 45 days
prior to the date on which it intends to
redeem a Certificated Note, the Company will
notify the Trustee for such Certificated Note
that it is exercising such option with
respect to such Note on such date. Trustee
Notice to Holders regarding Company's
Exercise of Optional Redemption. After
receipt of notice that the Company is
exercising its option to redeem a
Certificated Note, the Trustee for such
Certificated Note will, at least 30 days
before the redemption date for such
Certificated Note, mail a notice, first
class, postage prepaid, to the Holder of such
Certificated Note, informing such Holder of
the Company's exercise of such option with
respect to such Certificated Note.
Payments of Principal and Trustee Notice to Company of Option to be
Interest Upon Exercise of Repaid. Upon receipt of notice of exercise of
Optional Repayment (Except the option for repayment and the Certificated
Pursuant to Company's Exercise Notes to be repaid as set forth in such
of Optional Reset or Optional Notes, the Trustee for such Certificated
Extension): Notes shall (unless such notice was received
pursuant to the Company's exercise of an
optional reset or an optional extension of
maturity, in each of which cases the relevant
procedures set forth above shall be followed)
give notice to the Company not less than 20
days prior to each Optional Repayment Date of
such Optional Repayment Date and of the
principal amount of Certificated Notes to be
repaid on such Optional Repayment Date.
Failure to Settle: If a purchaser fails to accept delivery of
and make payment for any Certificated Note,
the Agent will notify the Company and the
applicable Trustee by telephone and return
such Note to the applicable Trustee. Upon
receipt of such notice, the Company will
immediately wire transfer to the account of
the Agent an amount equal to the amount
previously credited thereto in respect of
such Note. Such wire transfer will be made on
the settlement date, if possible, and in any
event not later than the Business Day
following the settlement date. If the failure
shall have occurred for any reason other than
a default by the Agent in the performance of
its obligations
A-29
hereunder and under the Agency Agreement with
the Company, then the Company will reimburse
the Agent or the applicable Trustee, as
appropriate, on an equitable basis for its
loss of the use of the funds during the
period when they were credited to the account
of the Company. Immediately upon receipt of
the Certificated Note in respect of which
such failure occurred, the applicable Trustee
will mark such Note "canceled", make
appropriate entries in the applicable
Trustee's records and send such Note to the
Company.
Trustees Not to Risk Nothing herein shall be deemed to require
Funds: either Trustee to risk or expend its own
funds in connection with any payment to the
Company, the Agent or the purchaser, it being
understood by all parties that payments made
by either Trustee to the Company, the Agent
or the purchaser shall be made only to the
extent that funds are provided to such
Trustee for such purpose.
Authenticity of The Company will cause each Trustee to
Signatures: furnish the Agent from time to time with the
specimen signatures of each of such Trustee's
officers, employees or agents who has been
authorized by such Trustee to authenticate
Certificated Notes, but the Agent will not
have any obligation or liability to the
Company or a Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or a Trustee
on any Certificated Note.
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the
out-of-pocket expenses incurred by the Agent
during that month that are reimbursable to it
pursuant to the terms of the Agency
Agreement. The Company will remit payment to
the Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate
in soliciting orders to purchase the
Certificated Notes. Advertising expenses will
be paid by the Company.
A-30
EXHIBIT B
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
Euro Medium-Term Note Administrative Procedures
(For Medium Term Notes, Series A and B, in Bearer Form)
July 11, 2003
The Medium-Term Notes, Series A (the "Series A Notes") and the
Medium-Term Notes, Series B (the "Series B Notes" and, together with the Series
A Notes, the "Notes") of Citigroup Global Markets Holdings Inc. (the "Company")
are to be offered on a continuing basis. Citigroup Global Markets Limited has
agreed to act as agent in the solicitation of Notes issuable in bearer form (the
"Bearer Notes"), which will be represented by Global Securities that may be
exchanged for individual Bearer Notes. (The term "Agent" as used in these
Administrative Procedures means Citigroup Global Markets Limited). The Agent
will not be obligated to purchase Notes for its own account. The Bearer Notes
are being sold pursuant to a Global Selling Agency Agreement between the Company
and the agents named therein (including the Agent) dated the date hereof (the
"Agency Agreement"). The Notes have been registered with the Securities and
Exchange Commission (the "Commission"). Bank One Trust Company, N.A., as
successor trustee, is the trustee under the Indenture, dated as of December 1,
1988, as amended from time to time, covering the Series A Notes (the "Senior
Debt Indenture"). Deutsche Bank Trust Company Americas is the trustee (together
with Bank One Trust Company, N.A., as successor trustee, the "Trustees") under
the Indenture, dated as of December 1, 1988, as amended from time to time,
covering the Series B Notes (the "Subordinated Debt Indenture" and together with
the Senior Debt Indenture, the "Indentures"). The Series A Notes will constitute
part of the senior debt of the Company and will rank equally with all other
unsecured and unsubordinated debt of the Company. The Series B Notes will be
subordinate and junior in the right of payment to all Senior Indebtedness of the
Company, to the extent and in the manner set forth in the Subordinated Debt
Indenture.
The Agency Agreement provides that Notes may also be purchased
by the Agent acting solely as principal and not as agent. In the event of any
such purchase, the Agent acting solely as principal shall perform the functions
of both the Agent and the beneficial owner under the administrative procedures
set forth below, unless otherwise agreed to between the Company and the Agent
acting as principal.
The Company has appointed the principal office of Citibank,
N.A. in London as principal paying agent for the payment of the principal of and
interest on the Series A Bearer Notes and has appointed the principal office of
Deutsche Bank U.K. in London as principal paying agent (together the "Principal
Paying Agents") for the payment of principal of and interest on the Series B
Bearer Notes. The Company has appointed Kredietbank S.A. Luxembourgeoise in
Luxembourg as an additional paying agent for the Series A Notes and has
appointed Deutsche Bank Luxembourg, S.A. as an additional paying agent for the
Series B Notes (each a "Paying Agent").
The procedures to be followed during, and the specific terms
of, the solicitation of orders by the Agent and the sale as a result thereof by
the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its
B-1
Treasury Department. The Company will advise the Agent and the Trustees in
writing of those persons handling administrative responsibilities with whom the
Agent and the Trustees are to communicate regarding orders to purchase Bearer
Notes and the details of their delivery.
If the Notes are to be listed on the Luxembourg Stock
Exchange, the Company will advise the Principal Paying Agents and the Agent as
to the entity it has appointed as listing agent (the "Listing Agent"), which
will coordinate with the Principal Paying Agents and the Agent on a regular
basis for the purpose of providing the Luxembourg Stock Exchange with such
information regarding Bearer Notes issued and outstanding as such Exchange may
require.
Administrative procedures and specific terms of the offering
are explained below. Unless otherwise defined herein, terms defined in the
Indenture, the Prospectus or the Notes shall be used as therein defined. To the
extent the procedures set forth below conflict with the provisions of the Bearer
Notes, the Indentures or the Agency Agreement, the relevant provisions of the
Bearer Notes, the Indentures and the Agency Agreement shall control.
Maturities: Each Bearer Note will mature on a date more
than nine months after the settlement date
for such Note. A Floating Rate Bearer Note
will mature only on an Interest Payment Date
for such Bearer Note. Any Note denominated in
Japanese yen will mature on a date not less
than one year from the Original Issue Date
(as defined below) for such Note. Any Note
denominated in Pounds Sterling will mature on
a date not less than one year, nor more than
five years, after its Original Issue Date.
Currency: The Specified Currency for a Certificated
Note shall be as set forth therein and in the
applicable Pricing Supplement.
Denominations: The denomination of any Bearer Note
denominated in U.S. dollars will be a minimum
of U.S.$10,000 or any larger amount that is
an integral multiple of U.S.$1,000. The
authorized denominations of Bearer Notes
denominated in any other currency will be set
forth in such Bearer Notes.
Bearer Form: Bearer Notes will be issued only in bearer
form.
Date of Issuance: Each Bearer Note will be dated and issued as
of its original issue date by the Principal
Paying Agent for such Bearer Note. Each
Bearer Note will bear an Original Issue Date,
which will be (i) with respect to a temporary
Global Security (or any portion thereof), the
date of its original issue as specified in
such Global Security and (ii) with respect to
any Permanent Global Security or individual
Bearer Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Bearer Note or in lieu of a destroyed, lost
or stolen Bearer Note, the Original Issue
Date of the predecessor Bearer Note,
regardless of the date of authentication of
such subsequently issued Bearer Note.
Temporary Global Until the 40th day following the date of
Securities; Definitive issuance of a Bearer Note (the "Exchange
Global Securities; and Date") and until Final Certification (as
defined below) with respect to such and
Bearer Note has occurred, such Bearer
B-2
Individual Bearer Notes: Note, together with all other Bearer Notes
that have the same rank, Original Issue Date,
currency of denomination, redemption and
repayment provisions, Stated Maturity and
either fixed interest rate (in the case of
Fixed Rate Notes) or Base Rate, Initial
Interest Rate, interest reset period,
Interest Payment Dates, Minimum Interest
Rate, Maximum Interest Rate, Spread or Spread
Multiplier and Index Maturity (in the case of
Floating Rate Notes) (all such Bearer Notes
herein referred to collectively as a
"Tranche"), will be represented by a single
temporary Global Security in bearer form
without interest coupons. The Company shall
execute, and the Principal Paying Agent for
the Bearer Notes represented by such
temporary Global Security shall authenticate,
such temporary Global Security upon the same
conditions and in substantially the same
manner, and with the same effect, as a
Permanent Global Security. On or prior to the
Closing Date (which should also be the
Original Issue Date), with respect to such
Bearer Notes, the Principal Paying Agent for
such Bearer Notes shall deposit the temporary
Global Security with a common depositary (the
"Depositary") for Clearstream Banking,
societe anonyme ("Clearstream Banking") and
Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"), in the manner
specified below under "Details for
Settlement". The interest of each beneficial
owner of such temporary Global Security will
be credited to the appropriate account with
Clearstream Banking or Euroclear, as
specified below under "Details for
Settlement".
On or after the Exchange Date and provided
that Final Certification (as described below)
has occurred, the interest of the beneficial
owner of such Bearer Note in the temporary
Global Security shall be canceled and such
Bearer Note, together with all other Bearer
Notes of the Tranche as to which Final
Certification has occurred, shall thereafter
be represented by a Permanent Global Security
in bearer form without interest coupons held
in London by the Depositary. The interest of
the beneficial owner of such Bearer Note in
such Permanent Global Security will be
credited to the appropriate account with
Clearstream Banking or Euroclear.
The beneficial owner of an interest in a
Permanent Global Security may, at any time,
upon 30 days' notice to the Principal Paying
Agent for the Bearer Notes represented by
such Permanent Global Security, given by such
beneficial owner through either Clearstream
Banking or Euroclear, as the case may be,
exchange its beneficial interest in such
Permanent Global Security for one or more
individual Bearer Notes (with coupons
attached, if appropriate) equal in aggregate
principal amount to such beneficial interest.
To effect such exchange, the interest of the
beneficial owner of such Bearer Note in such
Permanent Global Security shall be canceled
and one or more individual Bearer Notes shall
be issued to such beneficial owner,
B-3
through Euroclear or Clearstream Banking, as
the case may be.
In all events, Bearer Notes will be delivered
by the Principal Paying Agents only outside
the United States.
Final Certification: Final Certification with respect to a
temporary Global Security shall mean the
delivery by Euroclear or Clearstream Banking,
as the case may be, to the Principal Paying
Agent for the Bearer Notes represented by
such Permanent Global Security of a signed
certificate (a "Clearance System
Certificate") in the form set forth in
Appendix 1 hereto with respect to the Bearer
Notes, dated no earlier than the Exchange
Date for such Bearer Notes or, if an interest
payment on the Bearer Notes shall be due
prior to the Exchange Date, dated no earlier
than such Interest Payment Date, to the
effect that Euroclear or Clearstream Banking,
as the case may be, has received certificates
("Certificates of Non-U.S. Beneficial
Ownership") in the form set forth in Appendix
2 hereto with respect to each of such Bearer
Notes, dated no earlier than ten days before
such Exchange Date or Interest Payment Date,
as the case may be, signed by the account
holders appearing on its records as entitled
to such Bearer Notes, to the effect that such
Bearer Notes (i) are not beneficially owned
by United States persons and have not been
acquired by or on behalf of United States
persons, (ii) are owned by United States
persons that are (a) foreign branches of
United States financial institutions
purchasing for their own account or for
resale or (b) United States persons who
acquired the Bearer Notes through foreign
branches of U.S. financial institutions and
who hold the Bearer Notes through such U.S.
financial institutions (and in either case
(a) or (b), each such financial institution
has agreed that it will comply with the
requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986 and
the regulations thereunder), or (iii) are
owned by United States or foreign financial
institutions for purposes of resale during
the restricted period, in which event such
financial institutions (whether or not also
described in clause (i) or (ii)) shall have
certified that they have not acquired the
Bearer Notes for purposes of resale directly
or indirectly to a United States person or to
a person within the United States or its
possessions.
Payments of Principal: Upon presentation of a Note, the Principal
Paying Agent for such Bearer Note will pay
the principal amount of such Note and the
final installment of interest at Maturity in
immediately available funds. Notes presented
to the Principal Paying Agent for such Bearer
Notes at Maturity for payment will be
canceled in accordance with the Indenture
under which such Bearer Notes have been
issued.
Interest Payments: Interest on each Bearer Note will accrue from
the Original Issue Date of such Bearer Note
and will be calculated and paid in the manner
described in such Bearer Note and the
Prospectus, each as defined in
B-4
the Agency Agreement, as supplemented by the
applicable Pricing Supplement; provided,
however, that interest in respect of any
portion of a temporary Global Security for
which Final Certification has not been made
shall not be paid until Final Certification
is received in respect of that portion.
Payments of Principal Upon receipt of Bearer Notes to be repaid as
and Interest Upon set forth in such Notes, the Trustee or
Exercise of Optional Principal Paying Agent for such Notes shall
Repayment: give notice to the Company not less than 20
calendar days prior to each Optional
Repayment Date of such Optional Repayment
Date and of the principal amount of Bearer
Notes to be repaid on such Optional Repayment
Date.
On or prior to any Optional Repayment Date,
the Company shall deposit with such Trustee
or such Principal Paying Agent an amount of
money sufficient to pay the Optional
Repayment Price, and accrued interest thereon
to such date, of all the Notes or portions
thereof which are to be repaid on such date.
Such Trustee or such Principal Paying Agent
will use such money to repay such Notes
pursuant to the terms set forth in such
Notes.
Procedure for Rate The Company and the Agent will discuss from
Setting and Posting: time to time the aggregate principal amount
of, the issuance price of, and the interest
rates to be borne by, Bearer Notes that may
be sold as a result of the solicitation of
orders by the Agent. If the Company decides
to set prices of, and rates borne by, any
Bearer Notes in respect of which the Agent is
to solicit orders (the setting of such prices
and rates to be referred to herein as
"posting") or if the Company decides to
change prices or rates previously posted by
it, it will promptly advise the Agent of the
prices and rates to be posted.
Acceptance of Orders: If the Company posts prices and rates as
provided above, the Agent as agent for and on
behalf of the Company shall promptly accept
orders received by it to purchase Bearer
Notes at the prices and rates so posted,
subject to (1) any instructions from the
Company received by the Agent concerning the
aggregate principal amount of Bearer Notes to
be sold at the prices and rates so posted or
the period during which such posted prices
and rates are to be in effect, (2) any
instructions from the Company received by the
Agent changing or revoking any posted prices
and rates, (3) compliance with the securities
laws of the United States and all other
jurisdictions and with the selling
restrictions contained in the Agency
Agreement and (4) the Agent's right to reject
any such offer as provided below.
If the Company does not post prices and rates
and the Agent receives an order to purchase
Bearer Notes, or, if while posted prices and
rates are in effect, the Agent receives an
order to purchase Bearer Notes on terms other
than those posted by the Company, the Agent
will
B-5
promptly advise the Company by telephone of
any such order other than orders rejected by
the Agent as provided below. The Company will
have the sole right to accept any such order
to purchase Bearer Notes and may reject any
such order in whole or in part.
The Agent may, in its discretion reasonably
exercised, reject any order to purchase
Bearer Notes received by it in whole or in
part.
Preparation of Pricing If any order to purchase a Bearer Note is
Supplement: accepted by or on behalf of the Company, the
Company, with the approval of the Agent, will
prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such
Bearer Note, will file ten copies thereof
with the Commission in accordance with the
applicable paragraph of Rule 424(b) under the
Act, will supply such copies thereof to the
Agent as the Agent may request, will supply
one copy to the Principal Paying Agent for
such Bearer Note and will, on the Agent's
behalf, file five copies of such Pricing
Supplement with the National Association of
Securities Dealers, Inc. (the "NASD"). The
Principal Paying Agent for such Bearer Note
will cause such Pricing Supplement to be
delivered to the Trustee for such Bearer
Note, to each additional Paying Agent for
such Bearer Note outside the United States
and to the Listing Agent. The Agent will
cause a Pricing Supplement to be delivered to
the purchaser of the Bearer Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix copies of the
Pricing Supplement to Prospectuses prior to
their use. Outdated Pricing Supplements, and
the Prospectuses to which they are attached
(other than those retained for files), will
be destroyed.
Suspension of The Company reserves the right, in its sole
Solicitation; discretion, to instruct the Agent to suspend
Amendment or at any time, for any period of time or
Supplement: permanently, the solicitation of orders to
purchase Bearer Notes. Upon receipt of such
instructions, the Agent will forthwith
suspend solicitation of orders to purchase
Bearer Notes from the Company until such time
as the Company has advised it that such
solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there
shall be any orders outstanding for
settlement, the Company will promptly advise
the Agent and each of the Principal Paying
Agents whether such orders may be settled and
whether copies of the Prospectus as in effect
at the time of the suspension, together with
the appropriate Pricing Supplement, may be
delivered in connection with the settlement
of such orders. The Company will have the
sole responsibility for such decision and for
any arrangements that may be made in the
event that the Company determines that such
orders may not be settled or that copies of
such Prospectus may not be so delivered. If
the Company decides to
B-6
amend or supplement the Registration
Statement (as defined in the Agency
Agreement) or the Prospectus (except for an
amendment or supplement relating to an
offering of Securities other than the Notes
or to an offering of Warrants or providing
solely for the specification of or a change
in the maturity dates, the interest rates,
the issuance prices or other terms of any
Notes), it will promptly advise the Agent and
the Trustees and will furnish the Agent and
the Trustees with the proposed amendment or
supplement and with such certificates and
opinions as are required, all in accordance
with the terms of the Agency Agreement. The
Company will file with the Commission any
supplement to the Prospectus relating to the
Bearer Notes, provide the Agent with copies
of any such supplement, and confirm to the
Agent that such supplement has been filed
with the Commission pursuant to the
applicable paragraph of Rule 424(b).
Delivery of Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Bearer Note must
accompany or precede any written offer of
such Note, confirmation of the purchase of
such Note and payment for such Note by its
purchaser. If notice of a change in the terms
of the Bearer Notes is received by the Agent
between the time an order for a Bearer Note
is placed and the time written confirmation
thereof is sent by the Agent to a customer or
his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in effect
when the order was placed. Subject to the
second preceding paragraph, the Agent will
deliver a Prospectus and Pricing Supplement
as herein described with respect to each
Bearer Note sold by it. The Principal Paying
Agent for such Bearer Note will make such
delivery if such Note is sold directly by the
Company to a purchaser (other than the
Agent).
Confirmation: For each order to purchase a Bearer Note
solicited by the Agent and accepted by or on
behalf of the Company, the Agent will issue a
confirmation to the purchaser, with a copy to
the Company, setting forth the details set
forth below, delivery and payment
instructions and the language required by the
U.S. Treasury Regulations.
Settlement: Subject to Section 5 of the Agency Agreement,
the Closing Date with respect to any order to
purchase Bearer Notes accepted by or on
behalf of the Company will be the third day
next succeeding the date of acceptance, or if
such day is a day on which commercial banks
in New York City or London or Clearstream
Banking or Euroclear are required or
authorized to be closed, the next succeeding
day on which commercial banks in New York
City and London and Euroclear and Clearstream
Banking are not required or authorized to be
closed (a "Business Day") unless otherwise
agreed by the purchaser and the Company and
shall be specified upon acceptance of such
offer.
Details for Settlement: For each offer to purchase a Bearer Note that
is accepted by or on
B-7
behalf of the Company, the Agent will provide
(unless provided by the purchaser directly to
the Company) by telephone the following
information to the Company:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate Book-Entry
Note, the interest rate and reset,
redemption, repayment and extension
provisions (if any) or, in the case of a
Floating Rate Book-Entry Note, the Base
Rate, Initial Interest Rate (if known at
such time) Interest Reset Period,
Interest Reset Dates, Index Maturity,
Spread and/or Spread Multiplier (if
any), Minimum Interest Rate (if any),
Maximum Interest Rate (if any) and
reset, redemption, repayment and
extension provisions (if any).
5. Interest Payment Dates and the Interest
Payment Period.
6. Amortization provisions, if any.
7. Settlement date and Issue Date, if
different.
8. Specified currency.
9. Denominated currency, Indexed Currency,
Base Exchange Rate, and the
Determination Date, if applicable.
10. Price.
11. Agent's commission, determined as
provided in the Agency Agreement.
12. Whether such Book-Entry Note is an OID
Note and, if so, the total amount of
OID, the yield to maturity and the
initial accrual period OID.
13. Any other terms necessary to describe
the Book-Entry Note.
14. Agent's account number at Clearstream
Banking or Euroclear.
The Agent will advise the Company and the
Principal Paying Agent for such Bearer Note
of the foregoing information (unless provided
by the purchaser directly to the Company) for
each offer to purchase a Bearer Note
solicited by the Agent and accepted by the
Company in time for the Principal Paying
Agent for such Bearer Note to prepare and
authenticate the temporary Global Security
and deliver it at least
B-8
one day prior to settlement to the Depositary
in London. The Principal Paying Agent for
such Bearer Note will instruct Euroclear or
Clearstream Banking, as the case may be, to
credit such Bearer Note to the distribution
account of such Principal Paying Agent with
Euroclear or Clearstream Banking, as the case
may be, for onward credit to the account of
the Agent against payment. Concurrently
therewith and in consideration thereof, the
Agent for such Bearer Note will give
instructions to Euroclear or Clearstream
Banking, as the case may be, to credit the
account of the Principal Paying Agent for
such Bearer Note against delivery of such
Bearer Note with an amount equal to the
initial public offering price of such Bearer
Note, less the applicable commission
determined as provided in Section 2 of the
Agency Agreement. The Principal Paying Agent
for such Bearer Note will remit all such
funds received to the designated account of
the Company. The Principal Paying Agent for
such Bearer Note will notify the Agent of
both the Euroclear and Clearstream Banking
Reference Numbers for such Bearer Note and
will notify the Listing Agent of the issuance
of such Bearer Note. Before accepting any
order to purchase a Bearer Note to be settled
in less than three Business Days, the Company
shall verify that the Principal Paying Agent
for such Bearer Note will have adequate time
to prepare and authenticate the temporary
Global Security that will represent such
Bearer Note.
The Agent will provide appropriate
documentation to the Principal Paying Agent
for such Bearer Note, including the
information necessary for the preparation and
authentication of the temporary Global
Security that will represent such Bearer
Note. Prior to preparing such temporary
Global Security for delivery (but in any case
no later than 10:00 AM, London time, on the
Business Day next preceding the Closing Date
therefor), the Principal Paying Agent for
such Bearer Note will confirm receipt of such
instruction to the Agent by telephone.
Bearer Note Deliveries Upon receipt of appropriate documentation and
and Cash Payment: instructions with respect to the Bearer Notes
constituting a Tranche, the Company will
cause the Principal Paying Agent for such
Bearer Notes to prepare and authenticate a
temporary Global Security representing such
Tranche and to insert thereon (1) the rank,
(2) the principal amount of such Tranche, (3)
the Original Issue Date, (4) the Stated
Maturity, (5) the interest rate (in the case
of a Fixed-Rate Note) and redemption and
repayment provisions (if any) or the Base
Rate, Initial Interest Rate, Index Maturity,
Spread or Spread Multiplier, Minimum Interest
Rate and Maximum Interest Rate (in the case
of a Floating Rate Note) and redemption and
repayment provisions (if any) and (6) any
other terms required to be inserted thereon.
B-9
On the Closing Date, the Principal Paying
Agent for the Bearer Notes represented by
such Tranche will credit such Bearer Note to
its distribution account with Clearstream
Banking or Euroclear and the Agent will make
payment to such Principal Paying Agent
against delivery of such Bearer Note, through
Euroclear or Clearstream Banking, as the case
may be, in immediately available funds, in an
amount equal to the issuance price of such
Bearer Note less the Agent's commission. The
Principal Paying Agent for such Bearer Note
will remit all such funds received to the
designated account of the Company. Such
payment shall be made by the Agent only upon
prior receipt by the Agent of immediately
available funds from or on behalf of the
purchaser unless the Agent decides, at its
option, to advance its own funds for such
payment against subsequent receipt of funds
from the purchaser.
Failure to Settle: If on the relevant Issue Date the Agent does
not pay the subscription price due from it in
respect of any Note (the "Defaulted Note")
and, as a result, the Defaulted Note remains
in the distribution account of the Principal
Paying Agent for such Note with Euroclear or
Clearstream Banking after such Issue Date
(rather than being credited to the Agent's
account against payment), such Principal
Paying Agent will continue to hold the
Defaulted Note to the order of the Company.
If such Principal Paying Agent pays an amount
(the "Advance") to the Company on the basis
that a payment (the "Payment") has been, or
will be, received from the relevant Agent and
if the Payment has not been, or is not,
received by such Principal Paying Agent on
the date such Principal Paying Agent pays the
Company, the Company shall upon being
requested to do so repay to such Principal
Paying Agent the Advance and shall pay
interest (on a 360 days basis) sufficient to
cover any overdraft costs incurred by such
Principal Paying Agent, as certified by such
Principal Paying Agent, until the earlier of
repayment in full of the Advance and receipt
in full by such Principal Paying Agent of the
Payment.
If the Agent, at its own option, has advanced
its own funds for payment against subsequent
receipt of funds from the purchaser, and if
the purchaser shall fail to make payment for
the Bearer Note on the Closing Date therefor,
the Agent will promptly notify the Principal
Paying Agent for such Bearer Note, the
Depositary and the Company by telephone,
promptly confirmed in writing (but no later
than the next Business Day). In such event
the Agent shall instruct Euroclear or
Clearstream Banking, as the case may be, to
transfer such Defaulted Note to the
distribution account of the Principal Paying
Agent for such Bearer Note who will continue
to hold the Defaulted Note to the order of
the Company. Upon (i) confirmation from such
Principal Paying Agent in writing (which may
be by telex or telecopy) that such Principal
Paying Agent is holding the Defaulted
B-10
Note for the account of the Company, and (ii)
confirmation from the Agent in writing (which
may be given by telex or telecopy) that the
Agent has not received payment from the
purchaser (the matters referred to in clauses
(i) and (ii) are referred to hereinafter as
the "Confirmations"), the Company will
promptly pay to the Agent an amount in
immediately available funds equal to the
amount previously paid by the Agent in
respect of such Bearer Note. Such payment
will be made not later than the Business Day
following the date of receipt of the
Confirmations. The Principal Paying Agent for
such Bearer Note and the Depositary will make
such revisions to the temporary Global
Security representing such Bearer Note as are
necessary to reflect the cancellation of such
portion of such Global Security.
If a purchaser shall fail to make payment for
such Bearer Note for any reason other than
the failure of the Agent to provide the
necessary information to the Company as
described above for settlement or to provide
a confirmation to the purchaser within a
reasonable period of time as described above
or otherwise to satisfy its obligation
hereunder or in the Agency Agreement, and if
the Agent shall have otherwise complied with
its obligations hereunder and in the Agency
Agreement, the Company will reimburse the
Agent on an equitable basis for its loss of
the use of funds during the period when they
were credited to the account of the Company.
Principal Paying Agents Nothing herein shall be deemed to require
Not to Risk Funds: Principal Paying Agent expend its own funds
in connection with any payment to the
Company, or the Agent or the purchaser, it
being understood by all parties that payments
made by the Principal Paying Agents to the
Company, or the Agent or a purchaser shall be
made only to the extent that funds are
provided to the Principal Paying Agents for
such purpose.
Authenticity of The Company will cause each Principal Paying
Signatures: Agent to furnish the Agent from time to time
with the specimen signatures of each of such
Principal Paying Agent's officers, employees
or agents who has been authorized by such
Principal Paying Agent to authenticate Bearer
Notes (including Global Securities
representing Bearer Notes), but the Agent
will have no obligation or liability to the
Company or to either Principal Paying Agent
in respect of the authenticity of the
signature of any officer, employee or agent
of the Company or either Principal Paying
Agent on any Bearer Note.
B-11
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the
out-of-pocket expenses incurred by the Agent
during that month that are reimbursable to it
pursuant to the terms of the Agency
Agreement. The Company will remit payment to
the Agent currently on a monthly basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate
in soliciting orders to purchase the Bearer
Notes. Advertising expenses will be paid by
the Company.
B-12
APPENDIX 1
[FORM OF CERTIFICATION TO BE GIVEN
BY EUROCLEAR OR CLEARSTREAM BANKING]
CERTIFICATION
Citigroup Global Markets Holdings Inc.
Medium Term Notes, Series [A][B]
(the "Notes")
This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Medium-Term Note Administrative
Procedures attached to the Selling Agency Agreement relating to the Notes, as of
the date hereof, principal amount of the above-captioned Notes (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) is owned by United States persons that are (a)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States persons who
acquired the Notes through foreign branches of United States financial
institutions and who hold the Notes through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution has agreed, on its own behalf or through its agent,
that we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Notes for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.
We further certify (i) that we are not making available
herewith for exchange (or, if relevant, exercise of any rights or collection of
any interest) any portion of the temporary global Note excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange (or, if relevant, exercise of any rights or
collection of any interest) are no longer true and cannot be relied upon as the
date hereof.
B-Appendix 1-1
We understand that this certification is required in
connection with certain tax laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: ______________, 200_(1)
Yours faithfully,
[EUROCLEAR BANK, S.A./N.V.,
as operator of the Euroclear System]
or
[CLEARSTREAM BANKING, S.A.]
By
- -------------------
(1) [The earlier of the Exchange Date and the first Interest Payment Date on
the applicable Notes.]
B-Appendix 1-2
APPENDIX 2
[FORM OF CERTIFICATION TO BE GIVEN
BY AN ACCOUNT HOLDER OF EUROCLEAR OR CLEARSTREAM BANKING]
CERTIFICATION
Citigroup Global Markets Holdings Inc.
Medium Term Notes, Series [A][B]
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Notes (the "Notes") held by you for our
account (i) are owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("financial institutions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Notes through foreign branches of
United States financial institutions and who hold the Notes through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf
or through its agent, that you may advise the Issuer or the Issuer's agent that
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Notes is a United States or foreign financial institution described in clause
(iii) above (whether or not also described in clause (i) or (ii)) this is to
further certify that such financial institution has not acquired the Notes for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Notes in accordance with your Operating Procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.
This certification excepts and does not relate to $ of
principal amount of the Notes as to which we are not able to certify and as to
which we understand exchange and delivery of definitive Notes (or, if relevant,
exercise of any rights or collection of any interest) cannot be made until we do
so certify.
B-Appendix 2-1
We understand that this certification is required in
connection with certain tax laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: ________________, 20____
[To be dated no earlier than
the 10th day before the earlier
of the Exchange Date and the
first Interest Payment Date
on the Notes]
[Name of Account Holder]
By: ____________________________
(Authorized Signatory)
Name:
Title:
B-Appendix 2-2
EXHIBIT C
FORM OF TERMS AGREEMENT
Attention: Subject in all respects to the terms and conditions contained in the
Global Selling Agency Agreement dated July 11, 2003 (the "Global Selling Agency
Agreement"), among Citigroup Global Markets Inc., Citigroup Global Markets
Limited and Citigroup Global Markets Holdings Inc., the undersigned agrees to
purchase the following Notes of Citigroup Global Markets Holdings Inc.:
Principal Amount: Issue Price:
Purchaser: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Reoffering Rate:
Reoffering Price:
[ ] Varying prices from time to time related to prevailing prices at the
time of resale
[ ] Fixed price of __% of Principal Amount
Specified Currency (If other than U.S. dollars):
Survivor's Option:
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: [ ] Yes (see attached) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: [ ] CD Rate [ ] Commercial Paper Rate [ ] Federal Funds Rate [ ]
LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate [ ]
Treasury Rate Constant Maturity [ ] Prime Rate [ ]
Eleventh District Cost of Funds Rate [ ] Euribor [ ] Other (see attached)
Index Maturity:
Interest Reset Period or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: [ ] Yes [ ] No
Indexed Principal Note: [ ] Yes (see attached) [ ] No
Floating Rate: [ ] Indexed Interest Rate: [ ] (see attached) Spread Multiplier:
Spread (+/-):
Spread Reset [ ] The Spread or Spread Multiplier may not be changed prior to
Stated Maturity.
[ ] The Spread or Spread Multiplier may be changed prior to Stated
Maturity (see attached).
C-1
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: [ ] Yes (see attached) [ ] No
Initial Fixed Interest Rate: Reset Fixed Reference Rate:
Floating Rate / Fixed Rate Note: [ ] Yes (see attached) [ ] No
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Discount Note: [ ] Yes [ ] No
Total Amount of OID: Yield to Maturity:
Renewable Note: [ ] Yes (see attached) [ ] No
Special Election Interval (if applicable):
Amount (if less than entire principal amount) as to which election may
be exercised:
Place of Delivery of Notes:
Method of Payment for the Notes:
Requirements for delivery, if any, of opinions of counsel, certificates from the
Company or its officers or a letter from the Company's independent public
accountants:
Other terms:
The provisions of the Global Selling Agency Agreement and the
related definitions are incorporated by reference herein and shall be deemed to
have the same force and effect as if set forth in full herein.
Between the date of this Agreement and the Settlement Date
with respect to this Agreement, you will not, without the undersigned's prior
consent, offer, sell, contract to sell or
C-2
otherwise dispose of any debt securities of the Company substantially similar to
the Medium-Term Notes (other than (i) the Medium-Term Notes to be sold pursuant
to this Agreement and (ii) commercial paper issued in the ordinary course of
business), except as may otherwise be provided herein.
Date:
[Purchaser]
By:__________________________
Accepted: CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:_________________________
C-3
EXHIBIT D
FORM OF AGENT ACCESSION CONFIRMATION - PROGRAM
To: [Name and address of new Agent]
[date]
Citigroup Global Markets Holdings Inc.
U.S.$10,332,545,345 Series A and Series B Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of July 11, 2003 (which
agreement, as amended from time to time, is herein referred to as the "Agency
Agreement") entered into in respect of the above Medium-Term Note Program and
hereby acknowledge receipt of your Agent Accession Letter to us dated [ ].
In accordance with Section 2(c) of the Agency Agreement we hereby confirm that,
with effect from the date hereof, you shall become a party to, and a[n] [U.S.
Agent] [International Agent] under, the Agency Agreement, vested with all the
authority, rights and powers, and subject to all the duties and obligations of
a[n] [U.S.] [International] Agent as if originally named as such under the
Agency Agreement.
Yours faithfully,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:_________________________________
Name:
Title:
cc: Principal Paying Agents
Trustees
Existing Agents
D-1
EXHIBIT E
FORM OF AGENT ACCESSION LETTER - PROGRAM
To: Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
[date]
Citigroup Global Markets Holdings Inc.
U.S.$10,332,545,345 Series A and Series B Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of July 11, 2003,
entered into in respect of the above Medium-Term Note Program and made between
Citigroup Global Markets Holdings Inc. (the "Company") and the Agents party
thereto (which agreement, as amended from time to time, is herein referred to as
the "Agency Agreement").
We confirm that we are in receipt of the documents referenced below (except to
the extent we have waived delivery of such documents):
- -- a copy of the Agency Agreement;
- -- a copy of all documents referred to in Section 5 of the Agency
Agreement; and
- -- a letter in a form approved by ourselves from each of the legal
advisers referred to in Section 5 of the Agency Agreement addressed to
ourselves and giving us the full benefit of the existing legal opinions
as of the date of such existing legal opinions, and have found them to
our satisfaction.
For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).
In consideration of the Company appointing us as a[n] [U.S.] [International]
Agent under the Agency Agreement, we hereby undertake, for the benefit of the
Company and each of the other Agents, that we will perform and comply with all
the duties and obligations expressed to be assumed by a[n] [U.S.]
[International] Agent under or pursuant to the Agency Agreement. We also
undertake to deliver to The Depository Trust Company of New York such pricing
letters as it may reasonably require from us in connection with the offer and
sale of the Notes.
E-1
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of new Agent]
By:______________________________
Name:
Title:
cc: Principal Paying Agents
Trustees
Existing Agents
E-2
EXHIBIT F
FORM OF AGENT ACCESSION CONFIRMATION - NOTE ISSUE
To: [Name and address of new Agent]
[date]
Citigroup Global Markets Holdings Inc.
U.S.$10,332,545,345 Series A and Series B Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of July 11, 2003 (which
agreement, as amended from time to time, is herein referred to as the "Agency
Agreement") entered into in respect of the above Medium-Term Note Program and
hereby acknowledge receipt of your Agent Accession Letter to us dated [ ].
In accordance with Section 2(c) of the Agency Agreement we hereby confirm that,
with effect from the date hereof solely in respect of the issue of [ ] Notes due
[ ] (the "Issue"), you shall become a party to, and a[n] [U.S.] [International]
Agent under, the Agency Agreement, vested with all the authority, rights and
powers, and subject to all duties and obligations of a[n] [U.S.] [International]
Agent in relation to the Issue as if originally named as such under the Agency
Agreement.
Such appointment is limited to the Issue and is not for any other issue of Notes
of the Company pursuant to the Agency Agreement and such appointment will
terminate upon issue of the Notes comprising the Issue but without prejudice to
any rights, duties or obligations which have arisen prior to such termination.
Yours faithfully,
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By:__________________________________
Name:
Title:
cc: Principal Paying Agents
Trustees
F-1
EXHIBIT G
FORM OF AGENT ACCESSION LETTER - NOTE ISSUE
Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
U.S.$10,332,545,345 Series A and Series B
Medium-Term Note Program
Ladies and Gentlemen:
We refer to the Global Selling Agency Agreement dated as of July 11, 2003,
entered into in respect of the above Medium-Term Note Program and made between
the Company and the Agents party thereto (which agreement, as amended from time
to time, is herein referred to as the "Global Selling Agency Agreement").
We confirm that we are in receipt of the documents referenced below (except to
the extent that we have waived delivery of such documents):
- -- a copy of the Agency Agreement; and
- -- a copy of all documents referred to in Section 5 of the Agency
Agreement
and have found them to our satisfaction.
For the purposes of Section 9 of the Agency Agreement our notice details are as
follows: (insert name, address, telephone, telecopy, telex and attention).
In consideration of the Company appointing us as a[n] [U.S.] [International]
Agent solely in respect of the issue of [ ] Notes due [ ] (the "Issue") under
the Agency Agreement, we hereby undertake, for the benefit of the Company and
each of the other Agents, that in relation to the Issue we will perform and
comply with all the duties and obligations expressed to be assumed by a[n]
[U.S.] [International] Agent under or pursuant to the Agency Agreement.
We acknowledge that such appointment is limited to the Issue and is not for any
other issue of Notes of the Company pursuant to the Agency Agreement and that
such appointment will terminate upon issue of the Notes comprising the Issue but
without prejudice to any rights, duties or obligations which have arisen prior
to such termination.
G-1
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.
Yours faithfully,
[Name of new Agent]
By:_______________________________
Title:
cc: Principal Paying Agents
Trustees
G-2
EXHIBITS H-K
FORMS OF OPINIONS, CERTIFICATES AND COMFORT LETTERS