EXHIBIT 1.01
Citigroup Inc.
Medium-Term Senior Notes, Series G
Medium-Term Subordinated Notes, Series G
Due Nine Months or More from the Date of Issue
DISTRIBUTION AGREEMENT
January 15, 2004
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Citigroup Inc., a Delaware corporation (the "Company"), confirms its
agreement with the Agent (as defined below) with respect to the issue and sale
by the Company of its Medium-Term Senior Notes, Series G, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series G, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Senior Notes are to be issued under an Indenture dated as of March 15, 1987, as
supplemented by the First Supplemental Indenture dated as of December 15, 1988,
the Second Supplemental Indenture dated as of January 31, 1991, the Third
Supplemental Indenture dated as of December 9, 1992 and the Fourth Supplemental
Indenture dated as of November 2, 1998 (as so supplemented or as it may from
time to time be further supplemented or amended by one or more indentures
supplemental thereto, the "Senior Debt Indenture"), between the Company and The
Bank of New York, as trustee (the "Senior Debt Trustee"). The Subordinated Notes
are to be issued under an Indenture dated as of April 12, 2001 (as it may from
time to time be supplemented or amended by one or more indentures supplemental
thereto, the "Subordinated Debt Indenture" and, together with the Senior Debt
Indenture, the "Indentures"), between the Company and J.P. Morgan Trust Company,
National Association (as successor trustee to Bank One Trust Company, N.A.), as
trustee (the "Subordinated Debt Trustee" and, together with the Senior Debt
Trustee, the "Trustees"). The Notes will have the maturities, interest rates
(whether fixed or floating), redemption provisions and other terms set forth in
pricing supplements to the Prospectus referred to
below. The Notes may be denominated in U.S. dollars, foreign currencies or
foreign composite currency units (the "Specified Currency") as may be specified
in the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject
to the reservation by the Company of the right to sell Notes to the Agent acting
as principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company substantially in the form of
Exhibit F hereto and that the Company will notify the Agent of its agreement
with any other agents, dealers or underwriters, but only if such other agents,
dealers or underwriters are appointed for the duration of this Agreement), the
Company hereby appoints the Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, the Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section l(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to Citigroup Global Markets Inc.
1. Solicitations by the Agent of Offers to Purchase; Purchases as
Principal.
(a) Solicitations as Agent. Following the Commencement
Date (as defined below), the Company shall notify the Agent from time to time as
to the commencement of a period during which the Notes may be offered and sold
by the Agent (each period, commencing with such a notification and ending at
such time as the authorization for offers and sales through the Agent shall have
been suspended by the Company or the Agent as provided hereunder, being herein
referred to as an "Offering Period"). On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, the Agent agrees to use its reasonable best efforts to solicit offers to
purchase the Notes during each Offering Period upon the terms and conditions set
forth in the Prospectus as then amended and supplemented. The Company reserves
the right, in its sole discretion, to suspend solicitation of purchases of the
Notes commencing at any time for any period of time or permanently. Upon receipt
of instructions from the Company, the Agent will forthwith suspend solicitation
of purchases from the Company until such time as the Company has advised the
Agent that such solicitation may be resumed.
Unless otherwise agreed to, the Company agrees to pay the
Agent at the time of delivery of and payment for the Notes, as consideration for
soliciting the sale of each Note, a commission equal to the percentage set forth
on Schedule 1 hereto of the price to the public of each Note sold by the Company
as the result of a solicitation by the Agent. Without the prior approval of the
Company, the Agent (acting on an agency basis) may not reallow any portion of
the commission payable pursuant hereto to dealers or purchasers in connection
with the offer and sale of any Notes.
The Agent is authorized to solicit orders for the Notes only
in principal amounts of $1,000 or any amount in excess thereof which is a
multiple of $1,000 or, in the case of Notes denominated in a Specified Currency
other than U.S. dollars, in the
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denominations set forth in the applicable pricing supplement, at a purchase
price mutually agreed upon by the purchaser and the Company and specified in the
applicable pricing supplement. The Agent shall communicate to the Company,
orally or in writing, each reasonable offer or indication of interest to
purchase Notes received by the Agent, as agent. The Company shall have the sole
right to accept offers to purchase the Notes and may reject any such offer in
whole or in part. The Agent shall have the right to reject, in its discretion
reasonably exercised, any offer received by it to purchase the Notes, in whole
or in part, and any such rejection shall not be deemed a breach of its
agreements contained herein. In soliciting offers to purchase the Notes in its
capacity as agent of the Company, the Agent is acting solely as agent for the
Company, and not as principal, and does not assume any obligation toward, or
relationship of agency or trust with, any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). The Agent shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by the Agent and accepted by the Company, but the Agent shall not have
any liability to the Company in the event any such purchase is not consummated
for any reason. Under no circumstances will the Agent be obligated to purchase
any Notes for its own account except pursuant to subparagraph (b) below.
(b) Purchases as Principal. Each sale of Notes to the
Agent as principal shall be made in accordance with the terms of this Agreement
and the Agent and the Company will enter into a Terms Agreement that will
provide for the sale of such Notes to and the purchase thereof by the Agent.
Each "Terms Agreement" may take the form of an exchange of any form of written
telecommunication or oral communication followed by written confirmation or
telecommunication between the Agent and the Company and shall be with respect to
such information (as applicable) as is specified in Exhibit A hereto.
The Agent's commitment to purchase Notes as principal shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth. Each agreement by the Agent to purchase Notes as principal
(whether or not set forth in a Terms Agreement) shall specify the principal
amount of Notes to be purchased by the Agent pursuant thereto, the maturity date
of such Notes, the price to be paid to the Company for such Notes, the interest
rate and interest rate formula, if any, applicable to such Notes and any other
terms of such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
public accountants of the Company pursuant to Section 4 hereof. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Notes by the Agent.
Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes. Each date of delivery of and payment for
Notes to be purchased by the Agent as principal or as agent or by any other
purchaser is referred to herein as a "Settlement Date."
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Upon the Company's request, the Agent will notify the Company
either orally or in writing (as specified by the Company) of the aggregate
principal amount of Notes held by the Agent as principal purchased pursuant to a
Terms Agreement pursuant to this Agreement.
(c) Procedures. The Agent and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them in the Medium-Term Notes Administrative Procedures attached
hereto as Exhibit B (the "Procedures"). The Procedures may be amended only by
written agreement of the Company and the Agent.
(d) Delivery. The documents required to be delivered by
Section 4 of this Agreement shall be delivered at the office of Skadden, Arps,
Slate, Meagher & Flom LLP ("Skadden, Arps") (or such other counsel reasonably
satisfactory to both the Agent and the Company), Four Times Square, New York, NY
10036-6522, on January 15, 2004 (the "Commencement Date").
2. Representations and Warranties. The Company represents and
warrants to, and agrees with, the Agent as of the Commencement Date:
(a) A registration statement on Form S-3 (File No.
333-106598), as amended by Amendment No. 1 thereto, has been filed with and
declared effective by the Securities and Exchange Commission (the "Commission")
on July 23, 2003, in respect of up to $15,000,000,000 aggregate amount of
securities of the Company, including the Notes (of which $12,837,200,000 remains
available for issuance and sale as of the date hereof). Such registration
statement and any post-effective amendments thereto, in the forms heretofore
delivered or to be delivered to the Agent, excluding exhibits to such
registration statement but including all documents incorporated by reference
therein, has been declared effective by the Commission in such form. No other
document with respect to such registration statement (other than a document
incorporated by reference therein) has heretofore been filed or transmitted for
filing with the Commission; and no stop order suspending the effectiveness of
such registration statement has been issued and no proceeding for that purpose
has been instituted or threatened by the Commission. The various parts of such
registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in such registration
statement at the time such part became effective but excluding the Statements of
Eligibility under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pertaining to the Indentures (the "Forms T-1"), as amended at
the time such part became effective, are being hereinafter collectively called
the "Registration Statement." Any preliminary prospectus included in the
Registration Statement or filed with the Commission pursuant to Rule 424(a) of
the rules and regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), is hereinafter called a "Preliminary Prospectus." The form
of basic prospectus included in the Registration Statement relating to the
offering and sale of Debt Securities, Index Warrants, Preferred Stock,
Depositary Shares and Common Stock in the form in which it has most recently
been filed, or transmitted for filing with the Commission on or prior to the
date of this Agreement, is being hereinafter called the "Basic Prospectus." The
form of prospectus
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supplement to the Basic Prospectus relating to the offering and sale of the
Notes included in the Registration Statement, in the form in which it has most
recently been filed or transmitted for filing with the Commission on or prior to
the date of this Agreement, is being hereinafter called the "Prospectus
Supplement." The Basic Prospectus, as supplemented by the Prospectus Supplement,
is being hereinafter called the "Prospectus." Any reference herein to any
Preliminary Prospectus, the Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to the applicable form under the Act, as of the date of such
Preliminary Prospectus, Prospectus Supplement or Prospectus, as the case may be.
Any reference to any amendment or supplement to any Preliminary Prospectus, the
Prospectus Supplement or the Prospectus, including any supplement to the
Prospectus that sets forth only the terms of a particular issue of the Notes (a
"Pricing Supplement"), shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus, Prospectus Supplement or
the Prospectus, as the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus, the Prospectus Supplement or the Prospectus, as the case
may be. Any reference to any amendment to the Registration Statement shall be
deemed to include any report of the Company filed pursuant to the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement. Any reference to the Prospectus, as
amended or supplemented, shall be deemed to refer to and include the Prospectus,
as amended or supplemented, in relation to the Notes sold pursuant to this
Agreement, in the form in which it is filed with the Commission pursuant to Rule
424(b) under the Act, including any documents incorporated by reference therein
as of the date of such filing.
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of the Act
or the Exchange Act, as applicable, and the rules and regulations of the
Commission promulgated thereunder, and any further documents so filed and
incorporated by reference in the Prospectus, or any further amendment or
supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder.
(c) Each of the Registration Statement and the
Prospectus, and any amendment thereof or supplement thereto, and each of the
Indentures, conform or will conform in all material respects with the applicable
requirements of the Act and the Trust Indenture Act, and the rules and
regulations of the Commission thereunder.
(d) The Registration Statement, as amended as of any
time, did not and will not, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading and the Prospectus, as
amended and supplemented as of any such time, did not and will not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company
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makes no representations or warranties as to the information contained in or
omitted from the Registration Statement or the Prospectus or any amendment
thereof or supplement thereto in reliance upon, and in conformity with,
information furnished in writing to the Company by or on behalf of the Agent
specifically for use in the Registration Statement or the Prospectus or any
amendment thereof or supplement thereto.
(e) The Notes have been duly authorized and, when
executed and authenticated in accordance with the applicable Indenture and
delivered to and duly paid for by the purchasers thereof, will constitute valid
and binding obligations of the Company, enforceable in accordance with their
respective terms and entitled to the benefits of the applicable Indenture
(subject, as to enforcement, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law); each of the
Indentures has been duly authorized by the Company and qualified under the Trust
Indenture Act; and the Indentures conform to the descriptions thereof in the
Prospectus as amended or supplemented to relate to such issuance of Notes.
(f) Since the date of the most recent financial
statements included in the Prospectus, as amended or supplemented, there has not
been any material adverse change in the consolidated financial condition or
results of operations of the Company and its subsidiaries, taken as a whole,
which is not disclosed in the Prospectus, as amended or supplemented.
3. Agreements of the Company. The Company agrees with the Agent
that:
(a) At any time during an Offering Period or during the
time a prospectus relating to the Notes is required to be delivered under the
Act, prior to amending or supplementing the Registration Statement or the
Prospectus, the Company will furnish the Agent and the Agent's counsel with a
copy of each proposed amendment or supplement (other than an amendment or
supplement to be made pursuant to incorporation by reference of a document filed
under the Exchange Act, or a Pricing Supplement or an amendment or supplement
relating solely to an offering of securities other than the Notes). The Company
will promptly cause the Prospectus together with each amendment thereof or
supplement thereto to be transmitted to the Commission for filing pursuant to
Rule 424(b) by an appropriate method or will promptly cause the Prospectus
together with each amendment thereof or supplement thereto to be filed with the
Commission pursuant to said Rule. If the Prospectus is amended or supplemented
(other than a Pricing Supplement or an amendment or supplement relating solely
to an offering of securities other than the Notes), the Agent shall be furnished
with such information relating to such filing as it may reasonably request, and
the Agent shall not be obligated to solicit offers to purchase Notes so long as
it is not reasonably satisfied that such amendment or supplement complies in all
material respects with the provisions of the Act and the Exchange Act. At any
time during an Offering Period or during the time a prospectus relating to the
Notes is required to be delivered under the Act, the Company will promptly
advise the Agent of (i) the filing of any amendment or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or
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supplement relating solely to an offering of securities other than the Notes),
(ii) the filing or effectiveness of any amendment to the Registration Statement,
(iii) the receipt by the Company of comments from the Commission relating to, or
requests by the Commission for, any amendment of the Registration Statement or
any amendment of or supplement to the Prospectus or for any additional
information, (iv) the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its reasonable best
efforts to prevent the issuance of any such stop order or notice of suspension
of qualification and, if issued, to obtain as soon as possible the withdrawal
thereof. Upon the Agent's request, the Company will within a reasonable time
inform the Agent of the aggregate principal amount of Notes registered under the
Registration Statement that remain unissued.
(b) Within the time during which a prospectus relating to
the Notes is required to be delivered under the Act, the Company will comply
with all requirements imposed upon it by the Act, as now and hereafter amended,
and by the rules and regulations of the Commission thereunder, as from time to
time in force, so far as necessary to permit the continuance of sales of or
dealings in the Notes as contemplated by the provisions hereof and the
Prospectus. If during such period any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances then existing, not
misleading, or if, in the opinion of the Company, during such period it is
necessary to amend or supplement the Registration Statement or the Prospectus to
comply with the Act, the Company will promptly notify the Agent to suspend the
solicitation of offers to purchase the Notes in its capacity as Agent and to
cease sales of any Notes it may then own as principal and, to the extent
required under the provision in the last sentence of this subsection (b), the
Company will promptly amend or supplement the Registration Statement or the
Prospectus (at the expense of the Company) so as to correct such statement or
omission or effect such compliance. If such amendment or supplement, and any
documents, certificates, opinions and letters furnished to the Agent pursuant to
subsections (i), (j) and (k) of this Section 3 in connection with the
preparation and filing of such amendment or supplement are reasonably
satisfactory in all respects to the Agent, upon the filing of such amendment or
supplement with the Commission or effectiveness of an amendment to the
Registration Statement, the Agent will resume solicitation of offers to purchase
Notes hereunder. Notwithstanding the foregoing, the Company shall not be
required to comply with the provisions of subsection (b) of this Section 3
during any period from the time the Agent shall have been notified to suspend
the solicitation of offers to purchase the Notes in its capacity as Agent
(whether under this subparagraph (b) or otherwise under this Agreement) to the
time the Company shall determine that solicitation of offers to purchase the
Notes should be resumed; provided that if the Agent holds any Notes as principal
purchased pursuant to a Terms Agreement or otherwise pursuant to this Agreement,
the Company shall comply with the provisions of subsection (b) of this Section 3
during the period when a Prospectus is required to be delivered pursuant to the
Act.
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(c) The Company will comply, in a timely manner, with all
applicable requirements under the Exchange Act relating to the filing with the
Commission of the Company's reports pursuant to Sections 13(a), 13(c) or 15(d)
of the Exchange Act and, if then applicable, of the Company's proxy statements
pursuant to Section 14 of the Exchange Act.
(d) The Company will use its best efforts to qualify the
Notes for sale under the securities laws of such jurisdictions as the Agent
reasonably designates, to maintain such qualifications in effect so long as
required for the distribution of the Notes and, if requested by the Agent, to
arrange for the determination of the legality of the Notes for purchase by
institutional investors, except that the Company shall not be required in
connection therewith to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.
(e) The Company will furnish to the Agent copies of the
Registration Statement and the Prospectus (including all documents incorporated
by reference therein), and all amendments of and supplements to the Registration
Statement or the Prospectus which are filed with the Commission during the
period in which a prospectus relating to the Notes is required to be delivered
under the Act (including all documents filed by an amendment or supplement with
the Commission during such period which are deemed to be incorporated by
reference therein), in each case in such quantities as the Agent may from time
to time reasonably request.
(f) The Company will make generally available to its
security holders and to the Agent as soon as practicable, but in any event not
later than 15 months after the end of the Company's current fiscal quarter, an
earnings statement (which need not be audited) covering a 12-month period
beginning after the date upon which any amendment of or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of securities other than the Notes) is filed
pursuant to Rule 424 under the Act, which shall satisfy the provisions of
Section 11(a) of the Act.
(g) The Company shall, whether or not any sale of Notes
is consummated or this Agreement is terminated, pay all expenses incident to the
performance of its obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel, the cost of printing (or other production) and delivery
of the Registration Statement and the Prospectus, all amendments thereof and
supplements thereto, the Indentures, and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements (including reasonable fees of counsel) incurred in
connection with the qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities or Blue Sky laws of
such jurisdictions as the Agent may designate, the fees and disbursements of the
Trustees, the fees of any agency that rates the Notes, the fees and expenses in
connection with any listing of the Notes on the New York Stock Exchange, Inc.
(the "New York Stock Exchange") or such other securities exchange agreed to in
writing by the Company, the
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fees and expenses incurred with respect to any filing with the National
Association of Securities Dealers, Inc. and the reasonable fees and
disbursements of Cleary, Gottlieb, Steen & Hamilton ("Cleary Gottlieb"), as
counsel for the Agent, or other counsel reasonably satisfactory to both the
Agent and the Company, and such other expenses, including, without limitation,
advertising expenses as may be agreed upon by the Agent and the Company;
provided, however, that with respect to any purchase of Notes by the Agent as
principal pursuant to a Terms Agreement, the fees and disbursements of Cleary
Gottlieb or other counsel to the Agent relating to such purchase shall be paid
by the Agent and shall not be paid by the Company.
(h) During the term of this Agreement, the Company shall
furnish to the Agent such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, any amendments thereof or supplements
thereto, the Indentures, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Agent may from time to time reasonably request and shall
promptly notify the Agent orally, followed by written notice of any downgrading,
or of its receipt of any notice of any intended downgrading, in the rating
accorded any of the Company's securities by Moody's Investor Service ("Moody's")
or Standard & Poor's Corporation ("Standard & Poor's") or, if one of them no
longer rates the securities of the Company, another "nationally recognized
statistical rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Act.
(i) Each time the Registration Statement or the
Prospectus is amended or supplemented (other than (a) Pricing Supplement, (b) an
amendment or supplement relating solely to an offering of securities other than
the Notes or (c) an amendment or supplement made pursuant to the incorporation
by reference of a document filed under the Exchange Act), if requested by the
Agent, the Company will deliver or cause to be delivered forthwith to the Agent
a certificate of the Company signed by the Chairman of the Board, any Vice
Chairman, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, Deputy Treasurer, or any Assistant Treasurer and by the Controller or
the principal financial or accounting officer of the Company (or another officer
or officers acceptable to the Agent), dated the date of the effectiveness of
such amendment or the date of filing with the Commission of such supplement or
document, as the case may be, in form reasonably satisfactory to the Agent, to
the effect that the statements contained in the certificate referred to in
Section 4(b)(iii) hereof that was last furnished to the Agent (either pursuant
to Section 4(b)(iii) or pursuant to this Section 3(i)) are true and correct at
the time of the effectiveness of such amendment or the time of filing of such
supplement or document, as the case may be, as though made at and as of such
time (except that such statements shall be deemed to relate to the Registration
Statement, as amended at the time of effectiveness of such amendment, and to the
Prospectus, as amended and supplemented at the date of such certificate) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in Section 4(b)(iii) hereof, but modified, if necessary, to relate
to the Registration Statement, as amended at the time of the effectiveness of
such amendment, and to the Prospectus, as amended and supplemented at the date
of such certificate.
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(j) Each time the Registration Statement or the
Prospectus is amended or supplemented (other than (a) a Pricing Supplement, (b)
an amendment or supplement relating solely to an offering of securities other
than the Notes or (c) an amendment or supplement made pursuant to the
incorporation by reference of a document under the Exchange Act), if requested
by the Agent, the Company shall furnish to or cause to be furnished forthwith to
the Agent the written opinion of the General Counsel -- Capital Markets of the
Company or other counsel reasonably satisfactory to the Agent dated the date of
the effectiveness of such amendment or the date of filing with the Commission of
such supplement or document, as the case may be, in form reasonably satisfactory
to the Agent, to the effect set forth in Exhibit C hereto. In lieu of such
opinion, counsel last furnishing such an opinion to the Agent may furnish to the
Agent a letter to the effect that the Agent may rely on such last opinion to the
same extent as though it were dated the date of such letter and authorizing
reliance on such last opinion (except that statements in such last opinion will
be deemed to relate to the Registration Statement, as amended at the time of the
effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such letter).
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information (other than (a) a Pricing Supplement, (b) any amendment or
supplement relating solely to an offering of securities other than the Notes or
(c) an amendment or supplement made pursuant to the incorporation by reference
of a document under the Exchange Act), if requested by the Agent, the Company
shall cause KPMG LLP ("KPMG"), its independent certified public accountants, to
furnish forthwith the Agent a letter, within three business days following the
date of the effectiveness of such amendment or the date of filing of such
supplement or document, as the case may be (provided that, in the event any
Settlement Date falls within such three business day period, such letter will be
delivered on or prior to such Settlement Date), in form satisfactory to the
Agent, of the same tenor as the letter referred to in Section 4(b)(iv) hereof,
but modified to relate to the Registration Statement and Prospectus, as amended
and supplemented to the date of such letter, with such changes as may be
necessary to reflect changes in the financial statements and other information
derived from the accounting records of the Company; provided, that, if the
Registration Statement or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information with respect to a
fiscal quarter, KPMG may limit the scope of such letter to the unaudited
financial statements included in such amendment or supplement.
(l) Each acceptance by the Company of an offer for the
purchase of Notes and each sale of Notes to the Agent as principal shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in or made pursuant to this Agreement are true and correct in
all material respects at the time of such acceptance or sale, as the case may
be, as though made at and as of such time, and an undertaking that such
representations and warranties will be true and correct in all material respects
at the time of delivery to the purchaser or his agent, or the Agent, or the
Agent as principal, of the Notes relating to such acceptance, as the case may
be, as though made at and as of such time (and it is understood that such
representations and
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warranties shall relate to the Registration Statement and the Prospectus as
amended and supplemented to each such time).
(m) Anything to the contrary in this Section 3
notwithstanding, if, at the time of any required notice, amendment or supplement
to the Registration Statement or the Prospectus, the Company shall have
instructed the Agent to suspend solicitation of offers to purchase the Notes in
its capacity as Agent of the Company and the Agent does not then hold any Notes
acquired by it as principal pursuant to a Terms Agreement, the Company shall not
be obligated to furnish or cause to be furnished to the Agent any notice,
certificate, opinion or letter otherwise required until such time as it shall
determine that solicitation of offers to purchase the Notes should be resumed;
and provided further that, prior to resuming such solicitation the Agent shall
be entitled to receive any such notices, certificates, opinions or letters not
previously furnished, accurate as of the date of such notice, certificate,
opinion or letter.
4. Conditions to the Obligations of the Agent. The Agent's
obligations to solicit offers to purchase Notes as agent of the Company, the
Agent's obligations to purchase Notes as principal pursuant to any Terms
Agreement or otherwise and the obligation of any other purchaser to purchase
Notes from the Company will be subject to the accuracy in all material respects
of the representations and warranties on the part of the Company herein
contained, to the accuracy of the statements of the Company's officers made in
each certificate furnished pursuant to the provisions hereof and to the
performance and observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed (in the case of the Agent's
obligations to solicit offers to purchase Notes, at the time of such
solicitation, and, in the case of the Agent's or any other purchaser's
obligation to purchase Notes, at the time the Company accepts the offer to
purchase such Notes and at the time of purchase) and (in each case) to the
following additional conditions precedent when and as specified:
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any change in
or affecting particularly the business or properties of the Company and
its subsidiaries from that set forth in the Registration Statement, as
amended or supplemented, that, in the Agent's judgment, makes it
impracticable to market the Notes on the terms and in the manner
contemplated in the Prospectus except, in the case of any purchase of
Notes by the Agent as principal, as disclosed to the Agent in writing
by the Company before it accepted the offer to purchase such Notes.
(ii) There shall not have occurred any (A)
suspension or material limitation of trading in securities generally on
the New York Stock Exchange, or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any
securities of the Company on the New York Stock Exchange, (B)
declaration of a general moratorium on commercial banking activities in
New York by either federal or New York state authorities or (C) any
outbreak or escalation of major hostilities in which the United States
is involved,
11
any declaration of war by Congress or any other substantial national or
international calamity or emergency that, in the Agent's judgment, is
material and adverse and, in the case of any of the events described in
clauses (ii)(A) through (C), such event makes it, in the Agent's
judgment, impracticable to market the Notes on the terms and in the
manner contemplated by the Prospectus, as amended or supplemented,
except, in the case of any purchase of Notes by the Agent as principal,
for any such event occurring before the Company accepted the offer to
purchase such Notes.
(iii) There shall not have been any downgrading,
nor any notice given of any intended downgrading, in the rating
accorded any of the Company's securities by Moody's or Standard &
Poor's or, if one of them no longer rates the securities of the
Company, another "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2)
under the Act, except, in the case of any purchase of Notes by the
Agent as principal, as disclosed to the Agent in writing by the Company
before it accepted the offer to purchase such Notes.
(b) On the Commencement Date and, if called for by any
agreement by the Agent to purchase Notes as principal, on the corresponding
Settlement Date:
(i) The Company shall have furnished to the
Agent the opinion of the General Counsel -- Capital Markets of the
Company (or other counsel for the Company reasonably acceptable to the
Agent) on the Commencement Date, and on the Settlement Date will
furnish the opinion of the General Counsel -- Capital Markets of the
Company (or other counsel for the Company reasonably acceptable to the
Agent) and, if called for by a Terms Agreement, the opinion of other
counsel, dated the Commencement Date or the Settlement Date, as the
case may be, to the effect set forth in Exhibit C hereto.
(ii) The Agent shall have received from Cleary
Gottlieb (or other counsel reasonably acceptable to the Agent and the
Company), counsel for the Agent, an opinion dated the Commencement Date
or the Settlement Date, as the case may be, to the effect set forth in
Exhibit D hereto.
(iii) The Company shall have furnished to the
Agent a certificate of the Company, signed by the Chairman of the
Board, any Vice Chairman, the Chief Financial Officer, the Chief
Accounting Officer, the Treasurer, the Deputy Treasurer, or any
Assistant Treasurer and by the Controller or the principal financial or
accounting officer of the Company (or another officer or officers
acceptable to the Agent), dated the Commencement Date or the Settlement
Date, as the case may be, to the effect that each signatory of such
certificate, to the best of his or her knowledge, after reasonable
investigation, certifies that:
(A) the representations and warranties
of the Company in this Agreement are true and correct in all
material respects on and as of
12
the date of such certificate with the same effect as if made
on the date of such certificate and the Company has complied
in all material respects with all the agreements and satisfied
in all material respects all the conditions on its part to be
performed or satisfied as a condition to the obligations of
the Agent under this Agreement;
(B) no stop order suspending the
effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or,
to their knowledge, have been threatened; and
(C) since the date of the most recent
financial statements included in the Prospectus, as amended
and supplemented, there has been no material adverse change in
the consolidated financial condition or results of operations
of the Company and its subsidiaries, taken as a whole, which
is not disclosed in the Prospectus, as amended or
supplemented.
(iv) KPMG, or another nationally recognized
independent accounting firm, shall have furnished to the Agent a letter
or letters, dated the Commencement Date or the Settlement Date, as the
case may be, in form and substance reasonably satisfactory to the
Agent, to the effect set forth in Exhibit E hereto.
(v) The Company shall have furnished to the
Agent such appropriate further information, certificates and documents
as the Agent may reasonably request.
5. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless the
Agent against any losses, claims, damages or liabilities, joint or several, to
which the Agent may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement when it became effective,
the Prospectus, or any amendment or supplement thereto, or any related
Preliminary Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading and will reimburse
the Agent for any legal or other expenses reasonably incurred by it in
connection with investigating or defending against such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of the Agent
specifically for use in the preparation thereof and such indemnity with respect
to any preliminary prospectus, the Prospectus or any preliminary supplemental
prospectus,
13
shall not inure to the benefit of the Agent (or any person controlling the
Agent) if the Company shall have delivered sufficient quantities of the
Prospectus, as amended and supplemented, to the Agent within a reasonable time
prior to the earlier of the delivery of the written confirmation of the sale of
such Notes or the delivery of such Notes to the person asserting such loss,
claim, damage, liability or action for which indemnification is sought, and the
Prospectus as so amended and supplemented (excluding documents incorporated by
reference) was not sent or given to such person by the Agent at or prior to the
earlier of the delivery of the written confirmation of the sale of such Notes or
the delivery of such Notes to such person in any case where such sending or
giving of a prospectus is required by the Act, and the untrue statement or
omission of a material fact contained in such preliminary prospectus, such
Prospectus or such preliminary supplemental prospectus, was corrected in the
Prospectus, as so amended and supplemented, provided to the Agent.
(b) The Agent will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any part of the Registration Statement when such part became
effective, the Prospectus or any amendment or supplement thereto, or any related
Preliminary Prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made therein in reliance upon and
in conformity with written information furnished to the Company by or on behalf
of the Agent specifically for use in the preparation thereof, and will reimburse
the Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party, and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent that it shall wish, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnified party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
14
(d) If the indemnification provided for in this Section 5
is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Agent participating in the offering that
gave rise to such losses, claims, damages or liabilities on the other from the
offering of such Notes, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and the Agent on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Agent on the other in connection with the offering of such Notes shall
be deemed to be in the same proportion as the total net proceeds from the
offering of such Notes by the Agent (before deducting expenses) received by the
Company bear to the total commissions received by the Agent in respect thereof.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agent and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Agent agree that it would not
be just and equitable if contributions pursuant to this subsection (d) were to
be determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the first
sentence of this subsection (d). The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim (which shall be limited as
provided in subsection (c) above if the indemnifying party has assumed the
defense of any such action in accordance with the provisions thereof) which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Agent shall not be required to contribute any amount in
excess of the amount by which the total price at which the Notes were offered
and sold to the public by the Agent exceeds the amount of any damages which the
Agent has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Promptly after receipt by an indemnified party under this
subsection (d) of notice of the commencement of any action against such party in
respect of which a claim for contribution may be made against an indemnifying
party under this subsection (d), such indemnified party shall notify the
indemnifying party in writing of the commencement thereof if the notice
specified in subsection (c) above has not been given with respect to such
action; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this subsection (d).
15
(e) The obligations of the Company under this Section 5
shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who
controls the Agent within the meaning of the Act or the Exchange Act; and the
obligations of the Agent under this Section 5 shall be in addition to any
liability which the Agent may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed the Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act or the Exchange Act.
6. Termination of the Appointment of the Agent. This Agreement
may be terminated at any time by either party hereto upon the giving of written
notice of such termination to the other party hereto. The termination of this
Agreement shall not require termination of any agreement by the Agent to
purchase Notes as principal, and the termination of any such agreement shall not
require termination of this Agreement. If this Agreement is terminated, neither
party shall have any liability to the other party hereto, except as provided in
the first sentence of the second paragraph of Section 1(a), the last proviso of
Section 3(b), and Sections 3(f), 3(g), 5, 7 and 11 hereof, and except that, if
at the time of termination an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the purchaser or its agent
of the Note or Notes relating thereto has not occurred, the Company's
representations and warranties stated in Section 2 and its obligations under
Sections 1(c), 3(a), 3(b), 3(c), 3(e), 3(h), 3(i), 3(j), 3(k), 3(l) and 4 hereof
shall also remain in full force and effect in favor of such purchaser or agent
and not be terminated until the delivery of such Notes.
7. Representations and Indemnities to Survive. With respect to
the Agent's solicitation of offers to purchase Notes as agent of the Company or
the Agent's obligation to purchase Notes as principal pursuant to any Terms
Agreement or otherwise, the respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and of the Agent
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Agent or the
Company or any of the officers, directors or controlling persons referred to in
Section 5 hereof, and will survive delivery of and payment for the Notes for a
period extending to the earlier of (i) three years from the corresponding
Settlement Date for such Notes or (ii) the expiration of any applicable statute
of limitations governing such solicitation or purchase of Notes.
8. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Agent, will be mailed, delivered
or transmitted to it by any standard form of telecommunications at:
Citigroup Global Markets Inc.
388 Greenwich St.
New York, NY 10013
Attention: Medium-Term Note Department
Fax: (212) 816-0949
16
or, if sent to the Company, will be mailed, delivered or transmitted by any
standard form of telecommunications at:
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Treasury
Reference Medium-Term Note Program, Series G
Fax: (212) 793-5629
and
425 Park Avenue
New York, New York 10022
Attention: General Counsel -- Capital Markets
Reference Medium-Term Note Program
Fax: (212) 793-7600
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the other
parties hereto.
9. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 5 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 5 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions and
provisions hereof and thereof, except to the extent provided for in Section 4
hereof, are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of the Agent hereunder may not be assigned without the prior
written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of any
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of any Right with respect to
any other occurrence.
17
11. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
18
If the foregoing is in accordance with the Agent's understanding of this
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and the Agent's acceptance shall represent a binding agreement
between the Company and the Agent.
Very truly yours,
CITIGROUP INC.
By: /s/ Charles E. Wainhouse
--------------------------
Name: Charles E. Wainhouse
Title: Assistant Treasurer
The foregoing Agreement is hereby confirmed and accepted as of the date first
written above.
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Jack McSpadden, Jr.
--------------------------
Name: Jack McSpadden, Jr.
Title: Managing Director
Schedule 1
Citigroup Inc.
Medium-Term Notes
Commission Schedule
Unless otherwise agreed at the time of trade, Citigroup agrees
to pay each Selling Agent a commission equal to the following percentage of the
principal amount of Notes sold to purchasers solicited by such Selling Agent:
Term Commission Rate
S 1-1
Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES G
MEDIUM-TERM SUBORDINATED NOTES, SERIES G
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated: _______, 2004
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Treasurer
Re: Distribution Agreement dated January 15, 2004 (the
"Distribution Agreement")
Subject to the terms and provisions stated below, the
undersigned agrees to purchase the following principal amount of your (check
box):
[ ] Medium-Term Senior Notes, Series G, Due Nine Months or More
from the Date of Issue: $________ ; and/or
[ ] Medium-Term Subordinated Notes, Series G, Due Nine Months or
More from the Date of Issue: $__________ .
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- ------------------------ --------------------- ------------------------
Purchase Price: Interest Rate: Base Rate:
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- ------------------------ --------------------- ------------------------
Price to Public: Index Maturity:
Settlement Date and time: Spread:
Place of delivery: Spread Multiplier:
Original Issue Date: Amortization
Schedule:
Date on which interest
begins to accrue (if
different from Original
Issue Date):
Specified Currency: Initial Interest Rate:
A-2
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- ------------------------ --------------------- ------------------------
Maturity Date: Interest Reset Dates:
Interest Payment Dates: Maximum Interest Rate:
Regular Record Dates:
Exchange Rate Agent:
Option to receive
payments in specified
currency other than U.S.
Dollars:
Sinking fund:
A-3
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- ------------------------ --------------------- ------------------------
Total amount OID:
Original yield to Minimum Interest Rate:
maturity:
Renewal terms:
Option to elect
repayment:
Optional Repayment
Dates:
Optional Repayment
prices:
A-4
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- ------------------------ --------------------- ------------------------
Optional Interest Rate
Reset:
Optional Reset Dates:
Optional extension of
maturity:
Length of extension
period:
Number of extension
periods:
Final Maturity Date:
A-5
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
- ------------------------ --------------------- ------------------------
Depositary:
Optional Redemption Interest Reset Period:
Date(s):
Initial Redemption Date: Interest payment Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption
percentage decrease:
Other terms:
The provisions of Sections 1(b) and (c) and 2 through 11 of
the Distribution Agreement and the related definitions are incorporated by
reference herein and shall be deemed to have the same force and effect as if set
forth in full herein.
A-6
[Insert only if Agent is acting as principal: Between the date
of this Agreement and the Settlement Date with respect to this Agreement, you
will not, without the undersigned's prior consent, offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company substantially similar
to the Medium-Term Senior Notes, Series G, Due Nine Months or More from the Date
of Issue and the Medium-Term Subordinated Notes, Series G, Due Nine Months or
More from the Date of Issue (other than (i) the Notes to be sold pursuant to
this Agreement and (ii) commercial paper issued in the ordinary course of
business), except as may otherwise be provided herein.]
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Distribution Agreement will be
required:
A-7
CITIGROUP GLOBAL MARKETS INC.
By ______________________________
Name:
Title:
Accepted:
CITIGROUP INC.
By ________________________________
Name:
Title:
Exhibit B
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
____________, 2004
The Medium-Term Senior Notes, Series G, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and the Medium-Term
Subordinated Notes, Series G, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes") of
Citigroup Inc. (the "Company") are to be offered on a continuing basis.
Citigroup Global Markets Inc. has agreed, as agent, to solicit purchases of the
Notes issued in fully registered form. (The term "Agent" when used in these
Administrative Procedures, means 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 Distribution Agreement between the Company and the agents named
therein (including the Agent) dated the date hereof (the "Distribution
Agreement"). The Notes have been registered with the Securities and Exchange
Commission (the "Commission"). The Bank of New York ("BONY") is the trustee
under the Indenture, dated as of March 15, 1987, as amended from time to time,
under which the Senior Notes will be issued (the "Senior Debt Indenture"). J.P.
Morgan Trust Company, National Association (as successor trustee to Bank One
Trust Company, N.A.) ("JPMTC") is the trustee (together with BONY, the
"Trustees") under the Indenture, dated as of April 12, 2001, as amended from
time to time, under which the Subordinated Notes will be issued (the
"Subordinated Debt Indenture" and, together with the Senior Debt Indenture, the
"Indentures"). The Senior Notes will constitute part of the senior debt of the
Company and will rank equally with all other unsecured and unsubordinated debt
of the Company. The Subordinated Notes will be subordinate and junior in the
right of payment to all Senior Indebtedness of the Company, to the extent and in
the manner set forth in the Subordinated Debt Indenture.
The Distribution Agreement provides that Notes may also be
purchased by the Agent acting solely as principal and not as agent. In the event
of any such purchase, the functions of both the Agent and the beneficial owner
under the administrative procedures set forth below shall be performed by the
Agent acting solely as principal, unless otherwise agreed to between the Company
and the Agent acting as principal.
Each Note will be represented by either a Global Security (as
defined hereinafter) or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Each Global Security
representing Senior Notes and each Global Security representing Subordinated
Notes will be delivered to Citibank, N.A. ("Citibank") acting as agent for The
Depository Trust Company or any successor depository selected by the Company
("DTC," which term, as used herein, includes any successor depository selected
by the Company), and will be recorded in the book-entry
B-1
system maintained by DTC (a "Book-Entry Note"). An owner of a Book-Entry Note
will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms
of, the solicitation of orders by the Agent and the sale as a result thereof by
the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its Treasury Department. The
Company will advise the Agent, Citibank and the Trustees in writing of those
persons handling administrative responsibilities with whom the Agent and the
Trustees are to communicate regarding orders to purchase Notes and the details
of their delivery.
Administrative procedures and specific terms of the offering
are explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indentures, the
Notes or the Prospectus Supplement relating to the Notes shall be used herein as
therein defined. Notes for which interest is calculated on the basis of a fixed
interest rate, which may be zero, are referred to herein as "Fixed Rate Notes."
Notes for which interest is calculated on the basis of a floating interest rate
are referred to herein as "Floating Rate Notes." The Company will appoint and
enter into agreements with agents (each a "Calculation Agent") to calculate
interest rates on Floating Rate Notes. Unless otherwise specified in a Pricing
Supplement, Citibank will be the Calculation Agent for each Senior Note that is
a Floating Rate Note and each Subordinated Note that is a Floating Rate Note. To
the extent the procedures set forth below conflict with the provisions of the
Notes, the Indentures, DTC's operating requirements or the Distribution
Agreement, the relevant provisions of the Notes, the Indentures, DTC's operating
requirements and the Distribution Agreement shall control. The Company has
appointed Citibank to act as paying agent.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, Citibank (in such
capacity, the "DTC Agent") will perform the custodial, document control and
administrative functions described below for the Senior Notes and the
Subordinated Notes, respectively. Citibank will perform such functions in
accordance with its respective obligations under a Bring-Down Letter of
Representations from the Company and Citibank to DTC dated as of January 13,
2004 and a Medium-Term Note Certificate Agreement between Citibank and DTC,
dated as of October 31, 1988, and its obligations as a participant in DTC,
including DTC's Same-Day Funds Settlement system ("SDFS").
B-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
$500,000,000 principal amount of all such
Book-Entry Notes of the same Series that have the
same Original Issue Date, Original Issue Discount
provisions, if any, Interest Payment Dates, Regular
Record Dates, Interest Payment Period, redemption,
repayment and extension provisions, if any, Stated
Maturity, and, in the case of Fixed Rate Notes,
interest rate, and amortization schedule, if any,
or, in the case of Floating Rate Notes, Initial
Interest Rate, Base Rate, Index Maturity, Interest
Reset Period, Interest Reset Dates, Spread and/or
Spread Multiplier, if any, Minimum Interest Rate,
if any, and Maximum Interest Rate, if any and, in
each case, any other relevant terms (collectively,
the "Terms"). Each Global Security will be dated
and issued as of the date of its settlement. Each
Global Security will bear an Original Issue Date,
which will be (i) with respect to an original
Global Security (or any portion thereof), the
Original Issue Date specified in such Global
Security and (ii) following a consolidation of
Global Securities, with respect to the Global
Security resulting from such consolidation, the
most recent Interest Payment Date to which interest
has been paid or duly provided for on the
predecessor Global Securities, regardless of the
date of authentication of such resulting Global
Security. No Global Security will represent (i)
both Fixed Rate and Floating Rate Book-Entry Notes
or (ii) any Certificated Note or (iii) both Senior
Notes and Subordinated Notes.
Identification Numbers: The Company has arranged with the CUSIP Service
Bureau of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of two series
of CUSIP numbers, one for Senior Notes and one for
Subordinated Notes, each of
B-3
which series consists of approximately 900 CUSIP
numbers and relates to Global Securities
representing Book-Entry Notes and book-entry
medium-term notes issued by the Company with other
Series designations. The DTC Agents, the Company
and DTC have obtained from the CUSIP Service Bureau
a written list of such reserved CUSIP numbers. The
DTC Agents will assign CUSIP numbers to Global
Securities as described below under Settlement
Procedure "B." DTC will notify the CUSIP Service
Bureau periodically of the CUSIP numbers that the
DTC Agents have assigned to Global Securities. The
DTC Agent will notify the Company at any time when
fewer than 100 of the reserved CUSIP numbers remain
unassigned to Global Securities, and, if it deems
necessary, the Company will reserve additional
CUSIP numbers for assignment to Global Securities.
Upon obtaining such additional CUSIP numbers, the
Company shall deliver a list of such additional
CUSIP numbers to either or both DTC Agents, as
needed, and to DTC.
Registration: Global Securities will be issued only in fully
registered form without coupons. Each Global
Security will be registered in the name of CEDE &
CO., as nominee for DTC, on the securities register
for the Notes (the "Securities Register")
maintained under the applicable Indenture. The
beneficial owner of a Book-Entry Note (or one or
more indirect participants in DTC designated by
such owner) will designate one or more participants
in DTC (with respect to such Book-Entry Note, the
"Participants") to act as agent or agents for such
owner in connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with instructions
provided by such Participants, a credit balance
with respect to such beneficial owner in such
Book-Entry Note in the account of such
Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the
records of such Participants or through the
separate records of such
B-4
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: The DTC Agent may deliver to DTC and the CUSIP
Service Bureau at any time a written notice of
consolidation (a copy of which shall be attached to
the resulting Global Security described below)
specifying (i) the CUSIP numbers of two or more
outstanding Global Securities that represent (A)
Fixed Rate Book- Entry Notes of the same Series and
having the same Terms and for which interest has
been paid to the same date or (B) Floating Rate
Book-Entry Notes of the same Series and having the
same Terms and for which interest has been paid to
the same date, (ii) a date, occurring at least
thirty days after such written notice is delivered
and at least thirty days before the next Interest
Payment Date for such Book-Entry Notes, on which
such Global Securities shall be exchanged for a
single replacement Global Security and (iii) a new
CUSIP number to be assigned to such replacement
Global Security. Upon receipt of such a notice, DTC
will send to its participants (including the DTC
Agent for such replacement Global Security) a
written reorganization notice to the effect that
such exchange will occur on such date. Prior to the
specified exchange date, such DTC Agent will
deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and such
new CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the Global
Securities to be exchanged will no longer be valid.
On the specified exchange date, such DTC Agent will
exchange such Global Securities for a single Global
Security bearing the new CUSIP number and a new
Original Issue Date, which shall be the last date
to which interest has been paid on the
B-5
underlying Book-Entry Notes, and the CUSIP numbers
of the exchanged Global Securities will, in
accordance with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned. Upon such
exchange, the DTC Agent will mark the predecessor
Global Security "canceled," make appropriate
entries in the DTC Agent's records and destroy such
canceled Global Security in accordance with the
terms of the applicable Indenture and deliver a
certificate of destruction to the Company.
Notwithstanding the foregoing, if the Global
Securities to be exchanged exceed $500,000,000 in
aggregate principal amount, one Global Security
will be authenticated and issued to represent each
$500,000,000 of principal amount of the exchanged
Global Securities and an additional Global Security
will be authenticated and issued to represent any
remaining principal amount of such Global
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date nine
months or more after the issue date for such Note.
A Floating Rate Book-Entry Note will mature only on
an Interest Payment Date for such Note.
Denominations: Book-Entry Notes will be issued in principal
amounts of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000. If
Book-Entry Notes are denominated in a Specified
Currency other than U.S. dollars, the denominations
of such Notes will be determined pursuant to the
provisions of the applicable Pricing Supplement.
Global Securities will be denominated in principal
amounts not in excess of $500,000,000 (or the
equivalent thereof). If one or more Book-Entry
Notes having an aggregate principal amount in
excess of $500,000,000 (or the equivalent thereof)
would, but for the preceding sentence, be
represented by a single Global Security, then one
Global Security will be authenticated
B-6
and issued to represent each $500,000,000 principal
amount (or the equivalent thereof) of such
Book-Entry Note or Notes and an additional Global
Security will be authenticated and issued to
represent any remaining principal amount of such
Book-Entry Note or Notes. In such a case, each of
the Global Securities representing such Book-Entry
Note or Notes shall be assigned the same CUSIP
number.
Notice of Redemption Dates: The DTC Agent will, with respect to the Notes, give
notice to DTC prior to each Redemption Date (as
specified in the Note) if any at the time and in
the manner set forth in the applicable Letter of
Representations.
Interest: General. Unless otherwise indicated in the
applicable Pricing Supplement, interest, if any, on
each Book-Entry Note will accrue from the Original
Issue Date (or such other date on which interest
otherwise begins to accrue (if different than the
Original Issue Date)) of the Global Security
representing such Book-Entry Note for the first
interest period or the last date to which interest
has been paid, if any, for each subsequent interest
period, on the Global Security representing such
Book-Entry Note, and will be calculated and paid in
the manner and on the Interest Payment Dates
described in such Book-Entry Note and in the
Prospectus (as defined in the Distribution
Agreement), as supplemented by the applicable
Pricing Supplement. Unless otherwise specified,
each payment of interest on a Book-Entry Note will
include interest accrued to but excluding the
Interest Payment Date; provided, that in the case
of Floating Rate Notes that reset daily or weekly,
interest payments will include interest accrued to
but excluding the next preceding Regular Record
Date, except that at stated Maturity, the interest
payable will include interest accrued to, but
excluding, the Maturity. Interest payable at the
Maturity of a Book-Entry Note will be payable to
the Person to whom the principal of such Note is
payable. Standard & Poor's Corporation will use the
information received in the pending deposit message
described under Settlement Procedure "C" below in
order to include the amount of any interest payable
and certain other information regarding the related
Global Security in the
B-7
appropriate (daily or weekly) bond report published
by Standard & Poor's Corporation.
Regular Record Dates. Unless otherwise indicated in
the applicable Pricing Supplement, the Regular
Record Date with respect to any Interest Payment
Date (i) for a Floating Rate Note shall be the
Business Day immediately preceding such Interest
Payment Date and (ii) for a Fixed Rate Note or
Indexed Rate Note shall be the date (whether or not
a Business Day) fifteen calendar days immediately
preceding such Interest Payment Date.
Payments of Principal Payment of Interest Only. Promptly after each
Principal and Interest: Regular Record Date, the DTC Agent for each Global
Security will deliver to the Company and DTC a
written notice setting forth, by CUSIP number, the
amount of interest to be paid on each Global
Security on the following Interest Payment Date
(other than an Interest Payment Date coinciding
with Maturity) and the total of such amounts. DTC
will confirm the amount payable on each Global
Security on such Interest Payment Date by reference
to the appropriate (daily or weekly) bond reports
published by Standard & Poor's Corporation. The
Company will pay to Citibank for the Notes
represented by such Global Security the total
amount of interest due on such Interest Payment
Date (other than at Maturity), and Citibank will
pay such amount to DTC, at the times and in the
manner set forth below under "Manner of Payment."
If any Interest Payment Date for a Book-Entry Note
is not a Business Day, the payment due on such day
shall be made on the next succeeding Business Day
and no interest shall accrue as a result of such
delayed payment. In the case of a Floating Rate
Note that is a LIBOR note or a EURIBOR note (each
as described in the Prospectus), if postponement to
the next business day would cause the interest
payment date to be in the next succeeding calendar
month, the Interest Payment Date will instead be
the immediately preceding Business Day.
B-8
Payments at Maturity or Upon Redemption. On or
about the first Business Day of each month, the DTC
Agent will, with respect to the Global Securities
for which it acts as DTC Agent, deliver to the
Company, DTC and the Trustee a written list of
principal and interest to be paid on each Global
Security maturing either at Maturity or on a
Redemption Date in the following month. The DTC
Agent for each Global Security, the Company and DTC
will confirm the amounts of such principal and
interest payments with respect to each such Global
Security on or about the fifth Business Day
preceding the Maturity Date or Redemption Date of
such Global Security. On or before such Maturity or
Redemption, the Company will pay to Citibank for
the Notes represented by such Global Security the
principal amount or redemption price of such Global
Security, together with interest due at such
Maturity or redemption in the manner set forth
below under "Manner of Payment." Citibank will pay
such amount to DTC at the times and in the manner
set forth below under "Manner of Payment." If any
Maturity of a Global Security representing
Book-Entry Notes is not a Business Day, the payment
due on such day shall be made on the next
succeeding Business Day and no interest shall
accrue on such payment for the period from and
after such Maturity Date or Redemption Date.
Promptly after payment to DTC of the principal and
interest or redemption price due on the Maturity
Date or Redemption Date of such Global Security,
the Trustee for such Global Security will cancel
and destroy such Global Security in accordance with
the applicable Indenture and, if requested, deliver
a certificate of destruction to the Company.
Manner of Payment. The total amount of any
principal and interest or redemption price due on
Global Securities on any Interest Payment Date or
at Maturity or upon redemption or repayment shall
be paid by the Company to Citibank for the Notes
represented by such Global Security in immediately
available funds no later than 9:30 A.M. (New York
City time) on such date. The
B-9
Company will make such payment on such Global
Securities by instructing Citibank 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 Citibank. Prior
to 10 A.M. (New York City time) on the date of
Maturity or as soon as possible thereafter,
Citibank will pay by separate wire transfer (using
Fedwire message entry instructions in a form
previously specified by DTC) to an account at the
Federal Reserve previously specified by DTC, in
funds available for immediate use by DTC, each
payment of principal (together with interest
thereon) due on a Global Security on such Maturity
Date or Redemption Date. On each Interest Payment
Date (other than at Maturity), interest payments
shall be made to DTC, in same day funds, in
accordance with existing arrangements between the
relevant DTC Agent and DTC. On each such date, DTC
will pay, in accordance with its SDFS operating
procedures then in effect, such amounts in funds
available for immediate use to the respective
Participants in whose names the Book-Entry Notes
represented by such Global Securities are recorded
in the book-entry system maintained by DTC. None of
the Company (as issuer or as paying agent),
Citibank or such DTC Agent shall have any direct
responsibility or liability for the payment by DTC
to such Participants of the principal of and
interest on the Book-Entry Notes.
If an issue of Notes is denominated in a currency
other than the U.S. dollar, the Company will make
payments of principal and any interest in the
currency in which the Notes are denominated (the
"foreign currency") or in U.S. dollars. DTC has
elected to have all such payments of principal and
interest in U.S. dollars unless notified by any of
its Participants through which an interest in the
Notes is held that it elects, in accordance with
and to the extent permitted by the applicable
Pricing Supplement and the Note, to receive such
payment of principal or interest in the foreign
B-10
currency. On or prior to the third Business Day
after the record date for payment of interest and
twelve days prior to the date for payment of
principal, such Participant shall notify DTC of (i)
its election to receive all, or the specified
portion, of such payment in the foreign currency
and (ii) its instructions for wire transfer of such
payment to a foreign currency account.
DTC will notify Citibank on or prior to the fifth
Business Day after the record date for payment of
interest and ten days prior to the date for payment
of principal of the portion of such payment to be
received in the foreign currency and the applicable
wire transfer instructions, and Citibank shall use
such instructions to pay the Participants directly.
If DTC does not so notify Citibank, it is
understood that only U.S. dollar payments are to be
made. Citibank shall notify DTC on or prior to the
second Business Day prior to payment date of the
conversion rate to be used and the resulting U.S.
dollar amount to be paid per $1,000 face amount. In
the event that Citibank's quotation to convert the
foreign currency into U.S. dollars is not
available, Citibank shall notify DTC's Dividend
Department that the entire payment is to be made in
the foreign currency. In such event, DTC will ask
its Participants for payment instructions and
forward such instructions to Citibank and Citibank
shall use such instructions to pay the Participants
directly.
Withholding Taxes. The amount of any taxes required
under applicable law to be withheld from any
interest or principal or redemption payment on a
Book-Entry Note will be determined and withheld by
the Participant, indirect participant in DTC or
other Person responsible for forwarding payments
and materials directly to the beneficial owner of
such Note.
Procedures upon Company Notice to the Trustee regarding Exercise of
Company's Exercise of Optional Reset. Not less than 45 or more than 60
Option Reset or days before an Optional Reset Date
Optional Extension of
Maturity:
B-11
as set forth in a Book-Entry Note, the Company will
notify the Trustee for such Book-Entry Note whether
it is exercising its option to reset the interest
rate or Spread or Spread Multiplier, as the case
may be, for such Book-Entry Note, and if so, (i)
the new interest rate or Spread or Spread
Multiplier, as the case may be, for such Book-Entry
Note during the period from such Optional Reset
Date to the next Optional Reset Date as set forth
in such Book-Entry Note or, if there is no such
next Optional Reset Date, to the Stated Maturity of
such Book-Entry Note (the "Subsequent Interest
Period"); and (ii) the provisions, if any, for
redemption of such Book-Entry Note during such
Subsequent Interest Period, including the date or
dates on which or the period or periods during
which such redemption may occur during such
Subsequent Interest Period.
Company Notice to the Trustee regarding Exercise of
Optional Extension of Maturity. If the Company
elects to exercise an option, as set forth in a
Book-Entry Note, to extend the Stated Maturity of
such Note, it will so notify the Trustee for such
Book-Entry Note no less than 45 or more than 60
days before the Stated Maturity of such Book-Entry
Note, and will further indicate (i) the new Stated
Maturity; (ii) the interest rate or Spread or
Spread Multiplier, as the case may be, applicable
to the extension period; and (iii) the provisions,
if any, for redemption of such Book-Entry Note
during such extension period, including the date or
dates on which or the period or periods during
which such redemption may occur during such
extension period.
Trustee Notice to DTC regarding Company's Exercise
of Optional Extension or Reset. Upon receipt of
notice from the Company regarding the Company's
exercise of either an optional extension of
maturity or an optional reset, the Trustee for the
Book-Entry Note will deliver a notice to DTC not
less than 40 days before the Optional Reset Date
(in which case a "Reset
B-12
Notice") or the Stated Maturity (in which case an
"Extension Notice"), as the case may be, which
Reset Notice or Extension Notice shall identify
such Book-Entry Note by CUSIP number and shall
contain the information required by the terms of
the Book-Entry Note.
Trustee Notice to Company regarding Option to be
Repaid. If, after receipt of either a Reset Notice
or an Extension Notice, DTC exercises the option
for repayment by tendering the Global Security
representing the Book-Entry Note to be repaid as
set forth in such Note, the Trustee for such
Book-Entry Note shall give notice to the Company
not less than 22 days before the Optional Reset
Date or the old Stated Maturity, as the case may
be, of the principal amount of Book-Entry Notes to
be repaid on such Optional Reset Date or old Stated
Maturity, as the case may be.
Company Notice regarding New Interest Rate or New
Spread or Spread Multiplier. If the Company elects
to revoke the interest rate or Spread or Spread
Multiplier provided for in the Reset Notice and
establish a higher interest rate or Spread or
Spread Multiplier for an Optional Reset Period or
extension period, as the case may be, it shall, not
less than 20 days before such Optional Reset Date
or old Stated Maturity, so notify the Trustee for
the affected Book-Entry Note. The Trustee will
immediately thereafter notify DTC of the new
interest rate or Spread or Spread Multiplier
applicable to such Book-Entry Note.
Trustee Notice to Company regarding DTC Revocation
of Option to be Repaid. If, after DTC has tendered
any Book-Entry Notes for repayment pursuant to an
Extension Notice or an Reset Notice, DTC then
revokes such tender for repayment, the Trustee for
such Book-Entry Notes shall give notice to the
Company not less than five days prior to the Stated
Maturity or Optional Reset Date, as the case may
be, of such revocation and of the principal amount
of
B-13
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 Citibank an amount
of money sufficient to pay the principal amount,
plus interest accrued to such old Stated Maturity
or Optional Reset Date, as the case may be, for all
the Book-Entry Notes or portions thereof for which
such Trustee serves as Trustee and which are to be
repaid on such old Stated Maturity or Optional
Reset Date, as the case may be. Citibank will use
such money to repay such Book-Entry Notes pursuant
to the terms set forth in such Notes.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise Optional Redemption. At least 45 days prior to the
of Optional Redemption: date on which it intends to redeem a Book-Entry
Note, the Company will notify the Trustee for such
Book-Entry Note that it is exercising such option
with respect to such Book-Entry Note on such date
and the redemption price of such Book-Entry Notes.
Trustee Notice to DTC regarding Company's Exercise
of Optional Redemption. After receipt of notice
that the Company is exercising its option to redeem
a Book-Entry Note, the Trustee will, at least 30
days before the Redemption Date for such Book-Entry
Note, hand deliver to DTC a notice identifying such
Book-Entry Note by CUSIP number and informing DTC
of the Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or before any
Redemption Date, the Company shall deposit with
Citibank an amount of money sufficient to pay the
redemption price, plus interest accrued to such
Redemption Date, for all the Book-Entry Notes or
portions thereof for which each Trustee serves as
Trustee and which are to be repaid on such
Redemption Date. Citibank will use such
B-14
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
Exercise of Optional for repayment and the Global Securities
Repayment (Except representing the Book-Entry Notes so to be repaid
Pursuant to Company's as set forth in such Notes, the Trustee for such
Exercise of Optional Book-Entry Notes shall (unless such notice was
Reset or Optional received pursuant to the Company's exercise of an
Extension): optional reset or an optional extension of
maturity, in each of which cases the relevant
procedures set forth above are to be followed) give
notice to the Company not less than 20 days prior
to each Optional Repayment Date of such Optional
Repayment Date and of the principal amount of
Book-Entry Notes to be repaid on such Optional
Repayment Date.
Deposit of Repayment Price. On or prior to any
Optional Repayment Date, the Company shall deposit
with Citibank an amount of money sufficient to pay
the optional repayment price, and accrued interest
thereon to such date, of all the Book-Entry Notes
or portions thereof which are to be repaid on such
date. Citibank will use such money to repay such
Book-Entry Notes pursuant to the terms set forth in
such Notes.
Procedure for Rate The Company and the Agent will discuss from time to
Setting and Posting: time the aggregate principal amount of, the
issuance price of, and the interest rates to be
borne by, Book-Entry Notes that may be sold as a
result of the solicitation of orders by the Agent.
If the Company decides to set prices of, and rates
borne by, any Book-Entry Notes in respect of which
the Agent is to solicit orders (the setting of such
prices and rates to be referred to herein as
"posting") or if the Company decides to change
prices or rates previously posted by it, it will
promptly advise the Agent of the prices and rates
to be posted.
Acceptance and Unless otherwise instructed by the Company, the
Rejection of Orders: Agent will advise the Company promptly by telephone
of all orders to purchase Book-Entry
B-15
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 one copy thereof by
electronic submission with the Commission in
accordance with the applicable paragraph of Rule
424(b) under the Act, will deliver such number of
copies thereof to the Agent as the Agent shall
request. If required, the Agent will file such
Pricing Supplement with the National Association of
Securities Dealers, Inc. (the "NASD"). The Agent
will cause a Prospectus and such Pricing Supplement
to be delivered to the purchaser of such Book-Entry
Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix the Pricing
Supplement to Prospectuses prior to their use.
Outdated Pricing Supplements and the Prospectuses
to which they are attached (other than those
retained for files), will be destroyed.
Copies of the appropriate number of Pricing
Supplements shall be delivered to the Agent at the
following address by 11:00 A.M., New York City
time, on the Business Day following the acceptance
of an offer by or on behalf of the Company: to
Citigroup Global Markets Inc., Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn, New
York 11220 (with a copy transmitted by facsimile to
(718) 765-6734, Attention: John Conteduca).
Suspension of Solicitation; Subject to the Company's representations,
Amendment or Supplement: warranties and covenants contained in the
Distribution Agreement, the Company may instruct
the Agent to suspend at any time, for any
B-16
period of time or permanently, the solicitation of
orders to purchase Book-Entry Notes. Upon receipt
of such instructions, the Agent will forthwith
suspend solicitation until such time as the Company
has advised it 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
B-17
behalf of the Company, the Agent will issue a
confirmation to the purchaser, with a copy to the
Company, setting forth the details set forth above
and delivery and payment instructions.
Settlement: The receipt by the Company of immediately available
funds in payment for a Book-Entry Note and the
authentication and issuance of the Global Security
representing such Book-Entry Note shall constitute
"settlement" with respect to such Book-Entry Note,
and the date of such settlement, the "Settlement
Date." All orders accepted by the Company will be
settled on the third Business Day next succeeding
the date of acceptance pursuant to the timetable
for settlement set forth below unless the Company
and the purchaser agree to settlement on another
day which shall be no earlier than the Business Day
next succeeding the date of sale.
Settlement Procedures: Settlement Procedures with regard to each
Book-Entry Note sold by the Company to or through
the Agent, except pursuant to a Terms Agreement,
shall be as follows:
A. The Agent will advise the Company by telephone
(or by facsimile or other acceptable written
means) that such Note is a Book-Entry Note and
of the following settlement information:
1. Principal or face amount.
2. Series.
3. Stated Maturity.
4. In the case of a Fixed Rate Book-Entry
Note, the interest rate and reset, redemption,
repayment and extension provisions (if any) or, in
the case of a Floating Rate Book-Entry Note, the
Base Rate, Initial Interest Rate (if known at such
time), Interest Reset Period, Interest Reset Dates,
Index Maturity, Spread and/or Spread Multiplier (if
any), Minimum Interest Rate (if any), Maximum
Interest Rate (if any) and reset, redemption,
repayment and extension provisions
B-18
(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 Distribution Agreement.
12. Whether such Book-Entry Note is an OID
Note and, if so, the total amount of OID, the yield
to maturity and the initial accrual period OID.
13. Any other terms necessary to describe the
Book-Entry Note.
(a) The Company will advise the DTC
Agent by telephone (confirmed in writing at any
time on the same date), written telecommunication
or electronic transmission of the information set
forth in Settlement Procedure "A" above. Each such
communication by the Company shall constitute a
representation and warranty by the Company to the
DTC Agent for such Note, the Trustee for such Note
and the Agent that (i) such Note is then, and at
the time of issuance and sale thereof will be, duly
authorized for issuance and sale by the Company and
(ii) such Note, and the Global Security
representing such Note, will conform with the terms
of the Indenture for such Note. The DTC Agent will
then assign a CUSIP number to the Global Security
representing such Book-Entry
B-19
Note and notify the Agent and the Company by
telephone (confirmed in writing at any time on the
same date), written telecommunication or electronic
transmission of such CUSIP number as soon as
practicable.
B. Such DTC Agent will enter a pending deposit
message through DTC's Participant Terminal
System providing the following settlement
information to DTC Standard & Poor's
Corporation, Interactive Data Corporation, the
Agent and, upon request, the Trustee for such
Notes:
1. The information set forth in Settlement
Procedure "A."
2. Identification as a Fixed Rate Book-Entry
Note or a Floating Rate Book-Entry Note.
3. The Initial Interest Payment Date for such
Book-Entry Note, number of days by which such date
succeeds the related Regular Record Date and amount
of interest payable on such Interest Payment Date.
4. The Interest Payment Period.
5. The CUSIP number of the Global Security
representing such Book-Entry Note.
6. The participant account numbers maintained
by DTC on behalf of the Trustee and the Agent.
7. Whether such Global Security will represent
any other Book-Entry Note (to the extent known at
such time).
C. To the extent the Company has not already done
so, the Company will deliver to the Trustee for
such Notes a Global Security in a form that has
been approved by the Company, the Agent and the
Trustee.
B-20
D. The Trustee will complete such Book-Entry Note,
stamp the appropriate legend, as instructed by
DTC, if not already set forth thereon, and
authenticate the Global Security representing
such Book-Entry Note.
E. DTC will credit such Book-Entry Note to
such DTC Agent's participant account at DTC.
F. Such DTC Agent will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC to (i) debit such Book-Entry
Note to such DTC Agent's participant account
and credit such Book-Entry Note to the Agent's
participant account and (ii) debit the Agent's
settlement account and credit such DTC Agent's
settlement account for an amount equal to the
price of such Book-Entry Note less the Agent's
commission. The entry of such a deliver order
shall constitute a representation and warranty
by such DTC Agent to DTC that (i) the Global
Security representing such Book-Entry Note has
been issued and authenticated and (ii) such DTC
Agent is holding such Global Security pursuant
to the Medium Term Note Certificate Agreement
between such DTC Agent and DTC.
G. Unless the Agent is purchasing such Note
as principal, the Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit
such Book-Entry Note to the Agent's participant
account and credit such Book-Entry Note to the
participant accounts of the Participants with
respect to such Book-Entry Note and (ii) to
debit the settlement accounts of such
Participants and credit the settlement account
of the Agent for an amount equal to the price
of such Book-Entry Note.
B-21
H. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "F" and "G" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
I. Such DTC Agent will, upon receipt of funds
from the Agent in accordance with Settlement
Procedure "F," credit to an account of the
Company maintained at such DTC Agent funds
available for immediate use in the amount
transferred to such DTC Agent in accordance
with Settlement Procedure "F."
J. Unless the Agent is purchasing such
Book-Entry Note as principal, the Agent will
confirm the purchase of such Book-Entry Note to
the purchaser either by transmitting to the
Participants with respect to such Book-Entry
Note a confirmation order or orders through
DTC's institutional delivery system or by
mailing a written confirmation to such
purchaser.
K. Monthly, the DTC Agent will send to the
Company a statement setting forth the principal
amount of Registered Notes Outstanding as of
the date of such statement and setting forth a
brief description of any sales of which the
Company has advised such DTC Agent but which
have not yet been settled.
Settlement Procedures For sales by the Company of Book-Entry Notes
Timetable: solicited by the Agent and accepted by the Company
(except pursuant to a Terms Agreement) for
settlement on the first Business Day after the sale
date, Settlement Procedures "A" through "K" set
forth above shall be completed as soon as possible
but not later than the respective times (New York
City time) set forth below:
B-22
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
B-23
deliver to DTC, through DTC's Participant Terminal
System, as soon as practicable, a withdrawal
message instructing DTC to debit such Book-Entry
Note to such DTC Agent's participant account. DTC
will process the withdrawal message, provided that
such DTC Agent's participant account contains a
principal amount of the Global Security
representing such Book-Entry Note that is at least
equal to the principal amount to be debited. If a
withdrawal message is processed with respect to all
the Book-Entry Notes represented by a Global
Security, the Trustee for the Notes represented by
such Global Security will mark such Global Security
"canceled," make appropriate entries in such
Trustee's records and destroy the canceled Global
Security in accordance with the applicable
Indenture and, if requested, deliver a certificate
of destruction to the Company. The CUSIP number
assigned to such Global Security shall, in
accordance with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned. If a
withdrawal message is processed with respect to one
or more, but not all, of the Book-Entry Notes
represented by a Global Security, the DTC Agent for
such Book-Entry Notes will exchange such Global
Security for two Global Securities, one of which
shall represent such Book-Entry Notes and shall be
canceled immediately after issuance and the other
of which shall represent the other Book-Entry Notes
previously represented by the surrendered Global
Security and shall bear the CUSIP number of the
surrendered Global Security.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect to
such Note by the beneficial purchaser thereof (or a
Person, including an indirect participant in DTC,
acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent may
enter SDFS deliver orders through DTC's Participant
Terminal System reversing the orders entered
pursuant to Settlement Procedures "G" and "F,"
respectively. Thereafter, the DTC Agent for such
Book-Entry Note will deliver the
B-24
withdrawal message and take the related actions
described in the preceding paragraph. If such
failure shall have occurred for any reason other
than a default by the Agent in the performance of
its obligations hereunder and under the
Distribution Agreement, then the Company will
reimburse the Agent for the loss of the use of the
funds during the period when they were credited to
the account of the Company.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may
take any actions in accordance with its SDFS
operating procedures then in effect. In the event
of a failure to settle with respect to one or more,
but not all, of the Book-Entry Notes to have been
represented by a Global Security, the DTC Agent for
such Book-Entry Note or Notes will provide, in
accordance with Settlement Procedures "E" and "G,"
for the authentication and issuance of a Global
Security representing the other Book-Entry Notes,
which have not failed to settle, to have been
represented by such Global Security and will make
appropriate entries in its records.
Authenticity of Signatures: The Agent will not have any obligation or liability
to the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee on
any Book-Entry Note.
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the out-of-pocket
expenses incurred by such Agent during that month
that are reimbursable to it pursuant to the terms
of the Distribution Agreement. The Company will
remit payment to the Agent currently on a monthly
basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate in
soliciting offers to purchase the Book-Entry Notes.
Advertising expenses will be paid by the Company.
B-25
PART II
Administrative Procedures for Certificated Notes
Each Trustee will serve as registrar and transfer agent in connection
with the Certificated Notes for which it serves as Trustee.
Issuance: Each Certificated Note will be dated and issued as
of the date of its authentication by the applicable
Trustee. Each Certificated Note will bear an
Original Issue Date, which will be (i) with respect
to an original Certificated Note (or any portion
thereof), its original issuance date (which will be
the settlement date) and (ii) with respect to any
Certificated Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Certificated Note or in lieu of a destroyed, lost
or stolen Certificated Note, the Original Issue
Date of the predecessor Certificated Note,
regardless of the date of authentication of such
subsequently issued Certificated Note.
Registration: Certificated Notes will be issued only in fully
registered form without coupons.
Maturities: Each Certificated Note will mature on a date nine
months or more after the issue date for such Note.
A Floating Rate Certificated Note will mature only
on an Interest Payment Date for such Note.
Currency: The Specified Currency for a Certificated Note
shall be as set forth therein and in the applicable
Pricing Supplement.
Denominations: The denomination of any Certificated Note
denominated in U.S. dollars will be a minimum of
$1,000 or any amount in excess thereof that is an
integral multiple of $1,000. The authorized
denominations of Certificated Notes denominated in
a Specified Currency other than U.S. dollars shall
be determined as set forth in the applicable
Pricing Supplement.
Interest: General. Unless otherwise indicated in the
B-26
applicable Pricing Supplement, interest, if any, on
each Certificated Note will accrue from the
Original Issue Date (or such other date on which
interest otherwise begins to accrue (if different
from the Original Issue Date)) of such Note for the
first interest period or the last date to which
interest has been paid, if any, for each subsequent
interest period, on such Note, and will be
calculated and paid in the manner and on the dates
described in such Note and in the Prospectus, as
supplemented by the applicable Pricing Supplement.
Unless otherwise specified therein, each payment of
interest on a Certificated Note will include
interest accrued to but excluding the Interest
Payment Date (provided that, in the case of
Certificated Notes which reset daily or weekly,
interest payments will include accrued interest to
and including the next preceding Regular Record
Date), except that at Stated Maturity, the interest
payable will include interest accrued to, but
excluding, the stated Maturity (other than a
Maturity of a Fixed Rate Certificated Note
occurring on the 31st day of a month, in which case
such payment of interest will include interest
accrued to but excluding the 30th day of such
month).
Regular Record Dates. Unless otherwise indicated in
the applicable Pricing Supplement, the Regular
Record Date with respect to any Interest Payment
Date (i) for a Floating Rate Note shall be the
Business Day immediately preceding such Interest
Payment Date and (ii) for a Fixed Rate Note or
Indexed Rate Note shall be the date (whether or not
a Business Day) fifteen calendar days immediately
preceding such Interest Payment Date.
Payments of Citibank will pay the principal amount of each
Interest: Certificated Note at Maturity or upon redemption
upon presentation and surrender of such Note to
Citibank. Such payment, together with payment of
interest due at Maturity or upon redemption of such
Note, will be made in funds available for immediate
use by Citibank
B-27
and in turn by the holder of such Note.
Certificated Notes presented to Citibank at
Maturity or upon redemption for payment will be
canceled and destroyed by Citibank, and a
certificate of destruction will be delivered to the
Company. All interest payments on a Certificated
Note (other than interest due at Maturity or upon
redemption) will be made by check drawn on Citibank
(or another person appointed by Citibank) and
mailed by Citibank to the person entitled thereto
as provided in such Note and the applicable
Indenture; provided, however, that any holder of
$10,000,000 or more of Notes having the same
Interest Payment Dates will, upon written request
prior to the Regular Record Date in respect of an
Interest Payment Date, be entitled to receive
payment by wire transfer of immediately available
funds. Following each Regular Record Date, Citibank
will furnish the Company with a list of interest
payments to be made on the following Interest
Payment Date for each Certificated Note and in
total for all Certificated Notes. Interest at
Maturity or upon redemption will be payable to the
person to whom the payment of principal is payable.
Citibank will provide monthly to the Company lists
of principal and interest, to the extent
ascertainable, to be paid on Certificated Notes
maturing or to be redeemed in the next month.
Withholding Taxes. The amount of any taxes required
under applicable law to be withheld from any
interest payment on a Certificated Note will be
determined and withheld by Citibank.
The Company will be responsible for withholding
taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date for or the Maturity of
a Certificated Note is not a Business Day, the
payment due on such day shall be made on the next
succeeding Business
B-28
Day and no interest shall accrue on account of such
delayed payment. In the case of a Floating Rate
Note that is a LIBOR note or a EURIBOR note (each
as described in the Prospectus), if postponement to
the next business day would cause the interest
payment date to be in the next succeeding calendar
month, the Interest Payment Date will instead be
the immediately preceding Business Day.
Procedure for Rate The Company and the Agent will discuss from time to
Setting and Posting: time the aggregate principal amount of, the
issuance price of, and the interest rates to be
borne by, Notes that may be sold as a result of the
solicitation of orders by the Agent. If the Company
decides to set prices of, and rates borne by, any
Notes in respect of which the Agent is to solicit
orders (the setting of such prices and rates to be
referred to herein as "posting") or if the Company
decides to change prices or rates previously posted
by it, it will promptly advise the Agent of the
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the Company, the
Rejection of Orders: Agent will advise the Company promptly by telephone
of all orders to purchase Certificated Notes
received by the Agent, other than those rejected by
it in whole or in part in the reasonable exercise
of its discretion. Unless otherwise agreed by the
Company and the Agent, the Company has the sole
right to accept orders to purchase Certificated
Notes and may reject any such orders in whole or in
part. Before accepting any order to purchase a
Certificated Note to be settled in less than three
Business Days, the Company shall verify that the
Trustee for such Certificated Note will have
adequate time to prepare and authenticate such
Note.
Preparation of Pricing If any order to purchase a Certificated Note is
Supplement: accepted by or on behalf of the Company, the
Company will prepare a Pricing Supplement
reflecting the terms of such Certificated Note,
will file one copy thereof by electronic
B-29
submission with the Commission in accordance with
the applicable paragraph of Rule 424(b) under the
Act, will deliver such number of copies thereof to
the Agent as the Agent shall request. If required,
the Agent will file the Pricing Supplement with the
NASD. The Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser of such
Certificated Note.
Copies of the appropriate number of Pricing
Supplements shall be delivered to the Agent at the
following addresses by 11:00 A.M., New York City
time, on the Business Day following the acceptance
of an offer by or on behalf of the Company:
Citigroup Global Markets Inc., Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn, New
York 11220 (with a copy transmitted by facsimile to
(718) 765-6734, Attention: John Conteduca).
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 Distribution 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 it that such solicitation may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agent and the Trustees whether
such orders may be settled and whether copies of
the Prospectus as
B-30
in effect at the time of the suspension, together
with the appropriate Pricing Supplement, may be
delivered in connection with the settlement of such
orders. The Company will have the sole
responsibility for such decision and for any
arrangements that may be made in the event that the
Company determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
Delivery of A copy of the Prospectus and a Pricing Supplement
Prospectus: relating to a Certificated Note must accompany or
precede the earliest of any written offer of such
Certificated Note, confirmation of the purchase of
such Certificated Note and payment for such
Certificated Note by its purchaser. If notice of a
change in the terms of the Certificated Notes is
received by the Agent between the time an order for
a Certificated Note is placed and the time written
confirmation thereof is sent by the Agent to a
customer or his agent, such confirmation shall be
accompanied by a Prospectus and Pricing Supplement
setting forth the terms in effect when the order
was placed. The Agent will deliver a Prospectus and
Pricing Supplement as herein described with respect
to each Certificated Note sold by it. The Company
will make such delivery if such Certificated Note
is sold directly by the Company to a purchaser
(other than the Agent).
Confirmation: For each order to purchase a Certificated Note
solicited by the Agent and accepted by or on behalf
of the Company, the Agent will issue a confirmation
to the purchaser, with a copy to the Company,
setting forth the details set forth above and
delivery and payment instructions.
Settlement: The receipt by the Company of immediately available
funds in exchange for an authenticated Certificated
Note delivered to the Agent and the Agent's
delivery of such Certificated Note against receipt
of immediately available funds shall, with respect
to such Certificated Note, constitute
B-31
"settlement." All orders accepted by the Company
will be settled on the fifth Business Day next
succeeding the date of acceptance pursuant to the
timetable for settlement set forth below, unless
the Company and the purchaser agree to settlement
on another day which shall be no earlier than the
next Business Day following the date of sale.
Settlement Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company to or through
the Agent, as agent (except pursuant to a Terms
Agreement), shall be as follows:
A. The Agent will advise the Company by telephone
(or by facsimile transmission or other
acceptable written means) that such Note is a
Certificated Note and of the following
settlement information, in time for the Trustee
for such Certificated Note to prepare and
authenticate the required Note:
1. Name in which such Certificated Note is to
be registered ("Registered Owner").
2. Address of the Registered Owner and address
for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Principal or face amount.
5. Series.
6. Stated Maturity.
7. In the case of a Fixed Rate Certificated
Note, the Interest Rate and reset provisions (if
any) or, in the case of a Floating Rate
Certificated Note, the Base Rate, Initial Interest
Rate (if known at such time), Interest Reset
Period, Interest Reset Dates, Index Maturity,
Spread and/or Spread Multiplier (if
B-32
any), Minimum Interest Rate (if any), Maximum
Interest Rate (if any) and reset provisions (if
any).
8. Interest Payment Dates and the Interest
Payment Period.
9. Specified Currency.
10. Denominated Currency, Indexed Currency,
Base Exchange Rate and the Determination Date, if
applicable.
11. Redemption, repayment, amortization or
extension provisions, if any.
12. Settlement Date.
13. Price (including currency).
14. Agent's commission, if any, determined as
provided in the Distribution Agreement.
15. Whether such Certificated Note is an OID
Note, and, if so, the total amount of OID and the
yield to maturity.
16. Any other terms necessary to describe the
Certificated Note.
B. The Company will advise the relevant Trustee by
telephone (confirmed in writing at any time on
the sale date), written telecommunication or
electronic transmission of the information set
forth in Settlement Procedure "A" above and the
name of the Presenting Agent.
C. THE Company will deliver to the relevant
Trustee a pre-printed four-ply packet for such
Certificated Note, which packet will contain
the following documents in forms that have been
approved by the Company, the Agent and the
Trustee:
B-33
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Certificated
Note and will authenticate such Certificated
Note and deliver it (with the confirmation) and
Stubs One and Two to the Agent, and the Agent
will acknowledge receipt of the Note by
stamping or otherwise marking Stub One and
returning it to the Trustee. Such delivery will
be made only against such acknowledgment of
receipt and evidence that instructions have
been given by the Agent for payment to such
account as the Company shall have specified in
funds available for immediate use, of an amount
equal to the price of such Certificated Note
less the Agent's commission. In the event that
the instructions given by the Agent for payment
to the account of the Company are revoked, the
Company will as promptly as possible wire
transfer to the account of the Agent an amount
of immediately available funds equal to the
amount of such payment made.
E. Unless the Agent purchased the Note as
principal, the Agent will deliver such
Certificated Note (with the confirmation) to
the customer against payment in immediately
payable funds. The Agent will obtain the
acknowledgment of receipt of such Certificated
Note by retaining Stub Two.
B-34
F. The Trustee will send Stub Three to the Company
by first-class mail.
Settlement For orders of Certificated Notes solicited by the
Procedures Agent, as agent, and accepted by the Company,
Timetable: Settlement Procedures "A" through "F" set forth
above shall be completed on or before the
respective times (New York City time) set forth
below:
Settlement
Procedure Time
--------- ----
A 2:00 P.M. on the day before
settlement
B On the day two Business Days
before settlement date.
C 2:15 P.M. two Business Days
before settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Optional Reset. Not less than 45 or more than 60
Exercise of days before an Optional Reset Date as set forth in
Optional Reset a Certificated Note, the Company will notify the
or Extension of Trustee for such Certificated Note whether it is
Maturity: exercising its option to reset the interest rate or
Spread or Spread Multiplier, as the case may be,
for such Certificated Note, and if so, (i) the new
interest rate or Spread or Spread Multiplier, as
the case may be, for such Certificated Note during
the period from such Optional Reset Date to the
next Optional Reset Date as set forth in such
Certificated Note or, if there is no such next
Optional Reset Date, to the Stated Maturity of such
Certificated Note (the "Subsequent Interest
Period"); and (ii) the provisions, if any, for
redemption of such Certificated Note during such
Subsequent Interest Period, including the date or
dates on which or the period or periods during
which such redemption may occur during such
Subsequent Interest Period.
B-35
Company Notice to Trustee regarding Exercise of
Optional Extension of Maturity. If the Company
elects to exercise an option, as set forth in a
Certificated Note, to extend the Stated Maturity of
such Note, it will so notify the Trustee for such
Certificated Note not less than 45 or more than 60
days before the Stated Maturity of such
Certificated Note, and will further indicate (i)
the new Stated Maturity; (ii) the interest rate or
Spread or Spread Multiplier, as the case may be,
applicable to the extension period; and (iii) the
provisions, if any, for redemption of such
Certificated Note during such extension period,
including the date or dates on which or the period
or periods during which such redemption may occur
during such extension period.
Trustee Notice to Holders regarding Company's
Exercise of Optional Extension or Reset. Upon
receipt of notice from the Company regarding the
Company's exercise of either an optional extension
of maturity or an optional reset, the Trustee for
the Certificated Note will mail a notice, first
class, postage prepaid, to the Holder of the
Certificated Note not less than 40 days before the
Optional Reset Date (in which case a "Reset
Notice") or the Stated Maturity (in which case an
"Extension Notice"), as the case may be, which
Reset Notice or Extension Notice shall contain the
information required by the terms of the
Certificated Note.
Trustee Notice to Company regarding Option to be
Repaid. If, after receipt of either a Reset Notice
or an Extension Notice, any Holder of a
Certificated Note exercises the option for
repayment by tendering the Certificated Note to be
repaid as set forth in the Certificated Note, the
Trustee for such Certificated Note shall give
notice to the Company not less than 22 days before
the Optional Reset Date, or the old Stated
Maturity, as the case may be, of the principal
amount of Certificated Notes to be repaid on such
Optional Reset Date or old
B-36
Stated Maturity, as the case may be.
Company Notice regarding New Interest Rate or New
Spread or Spread Multiplier. If the Company elects
to revoke the interest rate or Spread or Spread
Multiplier and establish a higher interest rate or
Spread or Spread Multiplier for an Optional Reset
Period or extension period, as the case may be, it
shall, not less than 20 days before such Optional
Reset Date or old Stated Maturity, so notify the
Trustee for the affected Certificated Note. The
Trustee will immediately thereafter notify the
Holder of such Certificated Note, by first class
mail, postage prepaid, of the new higher interest
rate or Spread or Spread Multiplier applicable to
such Certificated Note.
Trustee Notice to Company regarding Holder
Revocation of Option to be Repaid. If, after the
Holder of a Certificated Note has tendered such
Note for repayment pursuant to an Extension Notice
or a Reset Notice, such Holder revokes such tender
for repayment, the Trustee for such Certificated
Note shall give notice to the Company not less than
five days prior to the Stated Maturity or Optional
Reset Date, as the case may be, of such revocation
and of the principal amount of Certificated Notes
for which tender for repayment has been revoked.
Deposit of Repayment Price. On or before any old
Stated Maturity where the Maturity has been
extended, and on or before any Optional Reset Date,
the Company shall deposit with Citibank an amount
of money sufficient to pay the principal amount,
plus interest accrued to such old Stated Maturity
or Optional Reset Date, as the case may be, for all
the Certificated Notes or portions thereof for
which each Trustee serves as Trustee and which are
to be repaid on such old Stated Maturity or
Optional Reset Date, as the case may be. Citibank
will use such money to repay such Certificated
Notes pursuant to the terms set
B-37
forth in such Notes.
Procedures upon Company Notice to Trustee regarding Exercise of
Company's Exercise Optional Redemption. At least 45 days prior to the
of Optional date on which it intends to redeem a Certificated
Redemption: Note, the Company will notify the Trustee for such
Certificated Note that it is exercising such option
with respect to such Note on such date.
Trustee Notice to Holders regarding Company's
Exercise of Optional Redemption. After receipt of
notice that the Company is exercising its option to
redeem a Certificated Note, the Trustee for such
Certificated Note will, at least 30 days before the
Redemption Date for such Certificated Note, mail a
notice, first class, postage prepaid, to the Holder
of such Certificated Note, informing such Holder of
the Company's exercise of such option with respect
to such Certificated Note.
Payments of Principal and Trustee Notice to Company of Option to be Repaid.
Interest Upon Exercise of Upon receipt of notice of exercise of the option
Optional Repayment for repayment and the Certificated Notes to be
(Except Pursuant to repaid as set forth in such Notes, the Trustee for
Company's Exercise of such Certificated Notes shall (unless such notice
Optional Reset or was received pursuant to the Company's exercise of
Optional Extension): an optional reset or an optional extension of
maturity, in each of which cases the relevant
procedures set forth above shall be followed) give
notice to the Company not less than 20 days prior
to each Optional Repayment Date of such Optional
Repayment Date and of the principal amount of
Certificated Notes to be repaid on such Optional
Repayment Date.
Failure to Settle: If a purchaser fails to accept delivery of and make
payment for any Certificated Note, the Agent will
notify the Company and the applicable Trustee by
telephone and return such Note to the applicable
Trustee. Upon receipt of such notice, the Company
will immediately wire transfer to the account of
the Agent an amount equal to the amount
B-38
previously credited thereto in respect of such
Note. Such wire transfer will be made on the
Settlement Date, if possible, and in any event not
later than the Business Day following the
settlement date. If the failure shall have occurred
for any reason other than a default by the Agent in
the performance of its obligations hereunder and
under the Distribution Agreement with the Company,
then the Company will reimburse the Agent or the
applicable Trustee, as appropriate, on an equitable
basis for its loss of the use of the funds during
the period when they were credited to the account
of the Company. Immediately upon receipt of the
Certificated Note in respect of which such failure
occurred, the applicable Trustee will mark such
Note "canceled," make appropriate entries in the
applicable Trustee's records and send such Note to
the Company.
Authenticity of The Agent will not have any obligation or liability
Signatures: to the Company or a Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or a Trustee on
any Certificated Note.
Payment of Expenses: The Agent shall forward to the Company, on a
monthly basis, a statement of the out-of-pocket
expenses incurred by the Agent during that month
that are reimbursable to it pursuant to the terms
of the Distribution Agreement. The Company will
remit payment to the Agent currently on a monthly
basis.
Advertising Costs: The Company will determine with the Agent the
amount of advertising that may be appropriate in
soliciting orders to purchase the Certificated
Notes. Advertising expenses will be paid by the
Company.
B-39
Exhibit C
Opinion of the General Counsel -- Capital Markets of the Company
The General Counsel -- Capital Markets (or other counsel for the
Company reasonably acceptable to the Agent) will furnish pursuant to Section
4(b)(i) of the Distribution Agreement the following opinions, in substantially
the form set forth below (subject to the limitations, assumptions,
qualifications and exceptions set forth therein)(capitalized terms used but not
defined herein shall have the meaning contained in the Distribution Agreement):
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus;
2. The Company is duly qualified to do business as a foreign
corporation in good standing in all jurisdictions in which it owns or leases
substantial properties or in which the conduct of its business requires such
qualification and the failure to so qualify would have a material adverse effect
on the Company;
3. Each Indenture has been duly authorized, executed and delivered by
the Company, has been duly qualified under the Trust Indenture Act and
constitutes a legal, valid and binding instrument enforceable against the
Company in accordance with its terms (subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting creditors' rights generally and to general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law, and subject further, as to enforcement, to any limitations as
a result of (x) requirements that a claim with respect to any Notes denominated
other than in U.S. dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into U.S. dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (y)
governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States);
4. The Notes have been validly authorized and, when duly executed by
the proper officers of the Company, duly authenticated by the Trustees and
delivered as contemplated by the Distribution Agreement and by the Indentures,
will be validly issued and outstanding obligations of the Company enforceable in
accordance with their terms and entitled to the benefits of the Indentures
(subject, as to enforcement, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally and to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law, and subject
further, as to enforcement, to any limitations as a result of (x) requirements
that a claim with respect to any Notes denominated other than in U.S. dollars
(or a foreign currency or foreign currency unit judgment in respect of such
claim) be converted into U.S. dollars at a rate
C-1
of exchange prevailing on a date determined pursuant to applicable law or (y)
governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States) and
conform in all material respects to the description thereof in the Prospectus
dated July 23, 2003 and the Prospectus Supplement dated January 15, 2004
(together, the "Prospectus");
5. Each Indenture conforms in all material respects to the descriptions
thereof in the Prospectus;
6. The Distribution Agreement has been duly authorized, executed and
delivered by the Company;
7. No consent, approval, authorization or order of any court or
governmental agency, authority or body is required for the consummation by the
Company of the transactions contemplated by the Distribution Agreement or in the
Indentures, except such as have been obtained under the Act and the Trust
Indenture Act and such as may be required under the securities or Blue Sky laws
of any jurisdiction in connection with the sale of the Notes;
8. The execution, delivery and performance of the Indentures and the
Distribution Agreement will not, and the issuance and sale of the Notes in
compliance with the terms and provisions thereof, if they were issued on the
date hereof, would not, result in a breach or violation of any of the terms and
provisions of, or constitute a default under, any statute, any rule, regulation
or order of any governmental agency or body or any court having jurisdiction
over the Company or any material subsidiary of the Company or any of their
properties or any agreement or instrument known to such counsel to which the
Company or any material subsidiary of the Company is a party or by which the
Company or any such material subsidiary is bound or to which any of the
properties of the Company or any such material subsidiary is subject, or the
charter or By-Laws of the Company or of any such material subsidiary except that
no opinion is expressed in this paragraph 8 with respect to (i) the rights to
indemnity and contribution contained in the Distribution Agreement which may be
limited by federal or state securities laws or the public policy underlying such
laws or (ii) any state securities or Blue Sky laws; and
9. The Company's Registration Statement (the "Registration Statement")
on Form S-3 (Registration No. 333-106598) was declared effective under the Act,
and, to the best of such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or have been communicated
by the Securities and Exchange Commission to the Company as being contemplated
by it under the Act. The Registration Statement, as of its effective date, and
the Prospectus as of the date of the Prospectus Supplement, comply as to form in
all material respects with the requirements of the Act, the Exchange Act and the
Trust Indenture Act and the applicable rules and regulations thereunder (except
as to the financial statements or other data of a financial or statistical
nature or the Statements of Eligibility (Forms T-1) under the Trust Indenture
Act of the Trustees, as to which no opinion is expressed); such counsel has no
reason to
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believe that the Registration Statement, as of its effective date, contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading or that the Prospectus, as of the date of the Prospectus Supplement,
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (except as to the financial statements or other data of a financial
or statistical nature, as to which no opinion is expressed). The descriptions in
the Registration Statement and the Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are accurate and
fairly present the information required to be shown; and such counsel does not
know of any legal or governmental proceedings required to be described in the
Prospectus which are not described as required or of any contracts or documents
of a character required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration Statement which are
not described and filed as required; except that such counsel does not express
any opinion as to the financial statements or other data of a financial or
statistical nature contained in the Registration Statement or the Prospectus.
While such counsel has not independently verified and does not assume any
responsibility for the accuracy, completeness or fairness of the statements,
except as expressly referred to in the immediately preceding sentence, contained
in the Registration Statement or the Prospectus, the foregoing opinion in the
second and third sentences in this paragraph 9 is based upon such counsel's
review and discussion with members of the Company's legal staff who participated
in the preparation of the Registration Statement and the Prospectus (including
any documents annexed thereto or incorporated by reference therein) and any
amendments and supplements thereto, review and discussion of the contents
thereof (including any such annexed or incorporated documents) and the knowledge
such counsel has gained in his/her capacity as General Counsel -- Capital
Markets to the Company, but without any independent check or verification on
such counsel's part.
C-3
Exhibit D
Opinion of Counsel for the Agent
Cleary, Gottlieb, Steen & Hamilton (or other counsel for the Company
reasonably acceptable to the Agent and the Company), counsel for the Agent, will
furnish pursuant to Section 4(b)(ii) of the Distribution Agreement the following
opinions, in substantially the form set forth below (subject to the limitations,
assumptions, qualifications and exceptions set forth therein) (capitalized terms
used but not defined herein shall have the meaning contained in the Distribution
Agreement):
1. The execution and delivery of each of the Indentures have
been duly authorized by all necessary corporate action of the Company, and each
of the Indentures has been duly executed and delivered by the Company, and
qualified under the Trust Indenture Act of 1939, as amended, and each of the
Indentures is a valid, binding and enforceable agreement of the Company.
2. The execution and delivery of the Notes have been duly
authorized by all necessary corporate action of the Company, and the Notes have
been duly authorized for issuance and sale pursuant to the Distribution
Agreement and, when duly executed and authenticated in accordance with the
provisions of the applicable Indenture and delivered and paid for pursuant to
the Distribution Agreement, will be the valid, binding and enforceable
obligations of the Company, entitled to the benefits of the applicable
Indenture.
3. The execution and delivery of the Distribution Agreement
have been duly authorized by all necessary corporate action of the Company, and
the Distribution Agreement has been duly executed and delivered by the Company.
4. No information has come to our attention that causes us to
believe that the Registration Statement, including the documents incorporated by
reference therein (except the financial statements and schedules and other
financial and statistical data included therein, as to which we express no
view), at the time it became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading.
5. No information has come to our attention that causes us to
believe that the Prospectus, including the documents incorporated by reference
therein (except the financial statements and schedules and other financial and
statistical data included therein, as to which we express no view), as of the
date hereof, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
D-1
Exhibit E
Letter from Accountants
E-1
Exhibit F
MEDIUM-TERM SENIOR NOTES, SERIES G
MEDIUM-TERM SUBORDINATED NOTES, SERIES G
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
ADDITIONAL AGENTS AGREEMENT
New York, New York
Dated as of
The Agent(s) Named in Schedule I Hereto
Ladies and Gentlemen:
Reference is made to the Distribution Agreement (including the exhibits
thereto), dated as of January 15, 2004 (the "Distribution Agreement") between
Citigroup Inc., a Delaware corporation ("Citigroup"), and Citigroup Global
Markets Inc., as Agent, relating to the issue and sale from time to time of
Citigroup's Medium-Term Senior Notes, Series G, Due Nine Months or More from the
Date of Issue (the "Senior Notes") and Citigroup's Medium-Term Subordinated
Notes, Series G, Due Nine Months or More from the Date of Issue (the
"Subordinated Notes" and, together with the Senior Notes, the "Notes"). The
Distribution Agreement has been attached hereto as Annex A.
WHEREAS, Citigroup is permitted under the terms of the Distribution
Agreement to enter into agreements similar to the Distribution Agreement with
other parties; and
WHEREAS, the Agent(s) named in Schedule I hereto (the "Agent(s)") and
Citigroup wish to enter into an agreement, similar to the Distribution
Agreement, appointing each Agent as an additional selling agent with respect to
the Notes;
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, Citigroup hereby agrees that each Agent shall become an additional Agent
with respect to the Notes and each Agent named herein hereby agrees to become an
Agent with respect to the Notes and to be bound by the terms and conditions of
the Distribution Agreement, which terms and conditions are hereby incorporated
by reference herein, except that the term "Agent" therein shall instead mean
each Agent named herein and no other person shall be deemed to be an Agent under
this Agreement.
Unless sooner terminated in accordance with Section 6 of the
Distribution Agreement as incorporated by reference herein or unless otherwise
mutually agreed by the parties hereto in writing, this Agreement shall terminate
on __________, ____. No such termination shall affect any accrued obligations
under this Agreement. The respective indemnities, agreements, representations,
warranties and other statements of the Agent(s) and Citigroup and its officers
set forth in, or made pursuant to, this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of the Agent(s) or Citigroup or any of the officers,
directors or controlling persons referred to in Section 5 of the Distribution
Agreement as incorporated by reference herein, and will survive delivery of any
payment for any Notes sold by Citigroup. The provisions of Sections 3(g) and 5
of the Distribution Agreement as incorporated by reference herein shall survive
the termination of this Agreement.
F-2
This Agreement may be signed in counterparts, each of which shall be
deemed an original, which taken together, shall constitute one and the same
instrument.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter, including Annex A, and your acceptance shall represent a binding
agreement between you and Citigroup in accordance with its terms.
Very truly yours,
CITIGROUP INC.
By: ________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
[ ]
By:
Name:
Title:
[ ]
By:
Name:
Title:
Schedule I
Agent(s)
F-4
Annex A
Form of Distribution Agreement
F-5