EXHIBIT 1(a)
SAFETY FIRST TRUST
SERIES 2006-1 THROUGH 2006-10
Trust Certificates
UNDERWRITING AGREEMENT
BASIC PROVISIONS
New York, New York
July 19, 2006
Each of Safety First Trust Series 2006-1, Safety First Trust Series
2006-2, Safety First Trust Series 2006-3, Safety First Trust Series 2006-4,
Safety First Trust Series 2006-5, Safety First Trust Series 2006-6, Safety First
Trust Series 2006-7, Safety First Trust Series 2006-8, Safety First Trust Series
2006-9 and Safety First Trust Series 2006-10 (each, a "TRUST"), each a statutory
trust organized under the Statutory Trust Act (the "DELAWARE ACT") of the State
of Delaware (Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C.
Section 3801 et seq.), may issue and sell its Principal-Protected Trust
Certificates (with respect to each Trust, the "CERTIFICATES") registered under
the registration statement referred to in Section 1(a) hereof. Such Certificates
may have varying designations, denominations, currencies, interest rates,
payment dates, maturities, redemption provisions, exchange dates and selling
prices. The basic provisions set forth herein are intended to be incorporated by
reference in a terms agreement of the type referred to in Section 2 hereof
relating to the specific Certificates to be issued and sold by each Trust and
guaranteed by each of Citigroup Funding Inc., a Delaware corporation (the
"COMPANY"), and Citigroup Inc., a Delaware corporation (the "GUARANTOR")
pursuant thereto to the several underwriters named therein (the "UNDERWRITERS").
Each Trust, the Company and the Guarantor are collectively referred to herein as
the "OFFERORS." Unless otherwise specified in the applicable terms agreement,
the Certificates will be issued under the declaration of trust named in such
terms agreement (such declaration of trust, as it may from time to time be
amended or supplemented by one or more declarations of trust supplemental
thereto, the "DECLARATION"), which will be qualified as an indenture under the
Trust Indenture Act. The terms agreement (the "TERMS AGREEMENT"), together with
the provisions incorporated therein by reference, is herein referred to as this
"AGREEMENT"). Unless otherwise defined herein, terms defined in the Terms
Agreement are used herein as therein defined. The firm or firms designated as
the representative or representatives, as the case may be, of the Underwriters
of the Certificates in the Terms Agreement relating thereto will act as the
representative or representatives (the "REPRESENTATIVE"). To the extent there is
only one Underwriter for the sale of the Certificates, the term Representative
and the term Underwriters shall mean the Underwriter.
Any reference herein to the Registration Statement, the Base Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Base
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may
be; and any reference herein to the terms "amend," "amendment" or "supplement"
with respect to the Registration Statement, the Base Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Base Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are defined
in Section 17 hereof.
The Certificates of each Trust will be preferred securities that represent
undivided beneficial ownership interests in the assets of such Trust. The assets
of each Trust will consist solely of (i) the Company's Equity Index
Participation Securities (the "INDEX SECURITIES") to be issued under an
indenture dated as of June 1, 2005 (the "INDENTURE") among the Company, the
Guarantor and JPMorgan Chase Bank, N.A., a national banking association, as
trustee, and (ii) the Company's Equity Index Warrants (the "WARRANTS") to be
issued under a warrant agreement (the "WARRANT AGREEMENT") to be entered into
among the Company, the Guarantor and U.S. Bank National Association, a national
banking association, as warrant agent. The Company, the Guarantor and U.S. Bank
National Association, as trustee (the "GUARANTEE TRUSTEE") will enter into a
Certificate Guarantee Agreement with respect to the Certificates of each Trust
(each such agreement, the "GUARANTEE"). The Guarantee, when taken together with
the Company's obligations under the Index Securities and the Warrants, the
Indenture, the Warrant Agreement and the Declaration, including the obligation
to pay all fees and expenses of each Trust, will constitute a full and
unconditional guarantee by the Company and the Guarantor of all payments to be
made to the holders of the Certificates. The Certificates, the Guarantee and the
Index Securities and Warrants held by each Trust are hereinafter collectively
referred to as the "SECURITIES."
1. Representations and Warranties. The Offerors represent and
warrant to, and agree with, each Underwriter as set forth below in this
Section 1.
(a) The Offerors meet the requirements for use of Form S-3 under the
Act and have prepared and filed with the Commission an automatic shelf
registration statement, as defined in Rule 405 (File No. 333-#####),
including a related base prospectus, for registration under the Act of the
offering and sale of the Certificates. Such Registration Statement,
including any amendments thereto filed prior to the Execution Time, became
effective upon filing. The Offerors may have filed with the Commission, as
part of an amendment to the Registration Statement or pursuant to Rule
424(b), one or more preliminary prospectuses relating to the Certificates,
each of which has previously been furnished to you. The Offerors will file
with the Commission a final prospectus relating to the Certificates in
accordance with Rule 424(b). As filed, such final prospectus shall contain
all information required by the Act and the rules thereunder, and, except
to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished
to you prior to the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional information
and other changes (beyond that contained in the Base Prospectus and any
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Preliminary Prospectus) as the Company, the Guarantor or the relevant
Trust has advised you, prior to the Execution Time, will be included or
made therein. The Registration Statement, at the Execution Time, meets the
requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of
the Registration Statement was not earlier than the date three years
before the Execution Time.
(b) On each Effective Date, the Registration Statement did, and when
the Final Prospectus is first filed in accordance with Rule 424(b) and on
the Closing Date (as defined herein), the Final Prospectus (and any
supplement thereto) will, comply in all material respects with the
applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; on each Effective Date
and at the Execution Time, the Registration Statement 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 on the Effective Date and on
the Closing Date, the Declaration did or will comply in all material
respects with the applicable requirements of the Trust Indenture Act and
the rules thereunder; on the date of any filing pursuant to Rule 424(b)
and on the Closing Date, the Final Prospectus (together with any
supplement thereto) will not include any untrue statement of a material
fact or omit 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; provided, however, that the Offerors make no
representations or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of each of the
Institutional Trustee (as defined in the Declaration) and the Guarantee
Trustee or (ii) the information contained in or omitted from the
Registration Statement or the Final Prospectus (or any supplement thereto)
in reliance upon and in conformity with information furnished in writing
to the Offerors by or on behalf of any Underwriter through the
Representatives specifically for inclusion in the Registration Statement
or the Final Prospectus (or any supplement thereto), it being understood
and agreed that the only such information furnished by or on behalf of any
Underwriter consists of the information described as such in Section 8
hereof.
(c) As of the Execution Time, the Disclosure Package and the
specific terms of the Securities set forth in the Terms Agreement, when
taken together as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. The preceding sentence does not apply to
statements in or omissions from the Disclosure Package or the Final
Prospectus based upon and in conformity with written information furnished
to the Offerors by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only
such information furnished by or on behalf of any Underwriter consists of
the information described as such in Section 8 hereof.
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(d) (i) At the time of filing the Registration Statement, (ii) at
the time of the most recent amendment thereto for the purposes of
complying with Section 10(a)(3) of the Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to Sections
13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time
the Offerors or any person acting on their behalf (within the meaning, for
this clause only, of Rule 163(c)) made any offer relating to the
Securities in reliance on the exemption in Rule 163 and (iv) at the
Execution Time (with such date being used as the determination date for
purposes of this clause (iv)), each of Company and the Guarantor was or is
(as the case may be) a "well-known seasoned issuer" as defined in Rule
405. The Company agrees to pay or cause to be paid the fees required by
the Commission relating to the Securities within the time required by Rule
456(b)(1) without regard to the proviso therein and otherwise in
accordance with Rules 456(b) and 457(r).
(e) (i) At the earliest time after the filing of the Registration
Statement that the Offerors or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2)) of the Securities and
(ii) as of the Execution Time (with such date being used as the
determination date for purposes of this clause (ii)), none of the Company,
the Guarantor or the relevant Trust was or is an Ineligible Issuer (as
defined in Rule 405), without taking account of any determination by the
Commission pursuant to Rule 405 that it is not necessary that the Company,
the Guarantor or such Trust be considered an Ineligible Issuer.
(f) Each Issuer Free Writing Prospectus does not include any
information that conflicts with the information contained in the
Registration Statement, including any document incorporated therein and
any prospectus or prospectus supplement deemed to be a part thereof that
has not been superseded or modified. The foregoing two sentences do not
apply to statements in or omissions from the Disclosure Package based upon
and in conformity with written information furnished to the Offerors by
any Underwriter through the Representatives, specifically for use therein,
it being understood and agreed that the only such information furnished by
or on behalf of any Underwriter consists of the information described as
such in Section 8 hereof.
Any certificate signed by any officer of the Company or the
Guarantor or by any trustee of the relevant Trust and delivered to the
Representatives or counsel for the Underwriters in connection with the offering
of the Certificates of such Trust shall be deemed a representation and warranty
by the Company, the Guarantor or such Trust, as the case may be, as to matters
covered thereby, to each Underwriter.
2. Purchase and Sale. (a) Sales of the Certificates may be made from
time to time to the Underwriters of the Certificates. The obligation of each
Trust to issue and sell any of the Certificates, the obligation of the Company
and the Guarantor to guarantee any of the Certificates and the obligation of any
Underwriter to purchase any of the Certificates shall be evidenced by the Terms
Agreement with respect to the Certificates specified therein. The Terms
Agreement shall specify the material terms of the offered Certificates. The
Terms Agreement
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specifies any details of the terms of the offering of Certificates that should
be reflected in a post-effective amendment to the Registration Statement, any
Preliminary Final Prospectus or the Final Prospectus (each as hereafter
defined). The obligations of the Underwriters under the Terms Agreement shall be
several and not joint.
(b) If so authorized in the Terms Agreement, the Underwriters may
solicit offers from investors of the types set forth in the Prospectus to
purchase Certificates from the relevant Trust pursuant to delayed delivery
contracts ("DELAYED DELIVERY CONTRACTS"). Such contracts shall be
substantially in the form of EXHIBIT A hereto but with such changes
therein as such Trust may approve. Certificates to be purchased pursuant
to Delayed Delivery Contracts are herein called "CONTRACT CERTIFICATES."
When Delayed Delivery Contracts are authorized in the Terms Agreement, the
relevant Trust will enter into a Delayed Delivery Contract in each case
where a sale of Contract Certificates arranged through the Representatives
has been approved by such Trust but, except as such Trust may otherwise
agree, such Delayed Delivery Contracts must be for at least the minimum
amount of Contract Certificates set forth in the Terms Agreement, and the
aggregate amount of Contract Certificates may not exceed the amount set
forth in the Terms Agreement. The relevant Trust will advise you not later
than 10:00 a.m., New York City time, on the third full business day
preceding the Closing Date (or at such later time as you may otherwise
agree) of the sales of the Contract Certificates which have been so
approved. The Underwriters will not have any responsibility in respect of
the validity or performance of Delayed Delivery Contracts.
(c) If the Delayed Delivery Contracts are executed, valid and fully
performed, the Certificates delivered pursuant to them shall be deducted
from the Certificates to be purchased by the Underwriters and the
aggregate principal amount of Certificates to be purchased by each
Underwriter shall be reduced pro rata in proportion to the principal
amount of Certificates set forth opposite each Underwriter's name in the
Terms Agreement, except to the extent that the Representatives determine
that such reduction shall be otherwise than in such proportion and so
advise the Offerors in writing; provided, however, that the total
principal amount of Certificates to be purchased by all Underwriters shall
be the aggregate principal amount set forth in the Terms Agreement, less
the aggregate principal amount of Contract Certificates.
3. Delivery and Payment. (a) Delivery of and payment for the
Certificates shall be made on the date and at the time specified in the Terms
Agreement or at such time on such later date not more than three Business Days
after the foregoing date as the Representatives shall designate, which date and
time may be postponed by agreement between the Representatives and the relevant
Trust or as provided in Section 9 hereof (such date and time of delivery of and
payment for the Certificates being herein called the "CLOSING DATE"). Delivery
of the Certificates shall be made to the Representatives for the respective
accounts of the several Underwriters against payment by the several Underwriters
directly or through the Representatives of the net purchase price thereof to or
upon the order of the relevant Trust by wire transfer payable in same-day funds
to an account specified by such Trust. Delivery of the
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Certificates shall be made through the facilities of The Depository Trust
Company unless the Representatives shall otherwise instruct.
(b) It is understood that the Representatives, acting individually
and not in a representative capacity, may (but shall not be obligated to)
make payment to the relevant Trust on behalf of any other Underwriter for
Certificates to be purchased by such Underwriter. Any such payment by the
Representatives shall not relieve any such Underwriter of any of its
obligations hereunder.
(c) The Company shall pay to the Representatives on the Closing Date
for the accounts of the Underwriters any fee, commission or other
compensation specified in the Terms Agreement. Such payment will be made
by wire transfer payable in same-day funds to an account specified by the
Representatives.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Certificates for sale to the public as set
forth in the Final Prospectus.
5. Agreements. The Offerors agree with the several Underwriters
that:
(a) Prior to the termination of the offering of the Certificates,
the Offerors will not file any amendment of the Registration Statement or
supplement (including the Final Prospectus or any Preliminary Final
Prospectus) to the Base Prospectus unless the relevant Trust, the Company
or the Guarantor has furnished the Representatives a copy for their review
prior to filing and will not file any such proposed amendment or
supplement to which they reasonably object. The Offerors will cause the
Final Prospectus, properly completed, and any supplement thereto, to be
filed in a form approved by the Representatives with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to the Representatives
of such timely filing. The Offerors will promptly advise the
Representatives (1) when the Final Prospectus, and any supplement thereto,
shall have been filed (if required) with the Commission pursuant to Rule
424(b), (2) when, prior to termination of the offering of the
Certificates, any amendment to the Registration Statement shall have been
filed or become effective, (3) of any request by the Commission or its
staff for any amendment of the Registration Statement or for any
supplement to the Final Prospectus or for any additional information, (4)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any notice objecting to
its use or the institution or threatening of any proceeding for that
purpose and (5) of the receipt by the Company, the Guarantor or the
relevant Trust of any notification with respect to the suspension of the
qualification of the Certificates for sale in any jurisdiction or the
institution or threatening of any proceeding for such purpose. The
Offerors will use their best efforts to prevent the issuance of any such
stop order or the occurrence of any such suspension or objection to the
use of the Registration Statement and, upon such issuance, occurrence or
notice of objection, to obtain as soon as possible the withdrawal of such
stop order or relief from such
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occurrence or objection, including, if necessary, by filing an amendment
to the Registration Statement or a new registration statement and using
their best efforts to have such amendment or new registration statement
declared effective as soon as practicable.
(b) If, at any time prior to the filing of the Final Prospectus
pursuant to Rule 424(b), any event occurs as a result of which the
Disclosure Package would include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made at
such time not misleading, the Offerors promptly will (1) notify the
Representatives so that any use of the Disclosure Package may cease until
it is amended or supplemented; (2) amend or supplement the Disclosure
Package to correct such statement or omission; and (3) supply any
amendment or supplement to the Representatives in such quantities as the
Representatives may reasonably request.
(c) If, at any time when a prospectus relating to the Certificates
is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event
occurs as a result of which the Final Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall be
necessary to amend the Registration Statement, file a new registration
statement or supplement the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, including in connection
with the use or delivery of the Final Prospectus, the Offerors promptly
will (i) notify the Representatives of such event, (ii) prepare and file
with the Commission, subject to the second sentence of paragraph (a) of
this Section 5, an amendment or supplement or new registration statement
which will correct such statement or omission or effect such compliance,
(iii) use their best efforts to have any amendment to the Registration
Statement or new registration statement declared effective as soon as
practicable in order to avoid any disruption in use of the Final
Prospectus and (iv) supply any supplemented Final Prospectus to the
Representatives in such quantities as the Representatives may reasonably
request.
(d) As soon as practicable, but in any event not later than 16
months after the Closing Date, the Guarantor will make generally available
to the holders of the Certificates and to the Representatives an earnings
statement or statements of the Company and the Guarantor covering a period
of at least 12 months beginning after the Closing Date and otherwise
satisfying Section 11(a) of the Act.
(e) Upon request, the Offerors will furnish to the Representatives
and counsel for the Underwriters, without charge, signed copies of the
Registration Statement (including exhibits thereto) and to each other
Underwriter a copy of the Registration Statement (without exhibits
thereto) and, so long as delivery of a prospectus by an Underwriter or
dealer may be required by the Act (including in circumstances where such
requirement may be satisfied pursuant to Rule 172), as many copies of each
Preliminary
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Final Prospectus, the Final Prospectus and each Issuer Free Writing
Prospectus and any supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses of printing or other
production of all documents relating to each offering of Certificates that
are required to be prepared, furnished or delivered by it.
(f) The Company and the Guarantor will arrange, if necessary, for
the qualification of the Certificates for sale under the laws of such
jurisdictions as the Representatives reasonably may designate, will
maintain such qualifications in effect so long as required for the
distribution of the Certificates and will pay any fee of the NASD in
connection with its review of the offering; provided that in no event
shall the Company, the Guarantor or the relevant Trust be obligated to
qualify to do business in any jurisdiction where it is not now so
qualified or to take any action that would subject it to service of
process in suits, other than those arising out of the offering or sale of
the Certificates, in any jurisdiction where it is not now so subject.
(g) (i) The Offerors agree that, unless they have obtained or will
obtain, as the case may be, the prior written consent of the
Representatives, and (ii) each Underwriter, severally and not jointly,
agrees with the Offerors that, unless it has obtained or will obtain, as
the case may be, the prior written consent of the Offerors, it has not
made and will not make any offer relating to the Certificates that would
constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a "FREE WRITING PROSPECTUS" (as defined in Rule 405) required
to be filed by the Offerors with the Commission or retained by the
Offerors under Rule 433; provided that the prior written consent of the
parties hereto shall be deemed to have been given in respect of the Free
Writing Prospectuses, if any, included as a schedule to the Terms
Agreement. Any such free writing prospectus consented to by the
Representatives or the Offerors is hereinafter referred to as a "PERMITTED
FREE WRITING PROSPECTUS." The Offerors agree that (x) they have treated
and will treat, as the case may be, each Permitted Free Writing Prospectus
as an Issuer Free Writing Prospectus and (y) they have complied and will
comply, as the case may be, with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including in respect
of timely filing with the Commission, legending and record keeping.
(h) None of the Company, the Guarantor or the relevant Trust will,
without the prior written consent of the Representatives, offer, sell,
contract to sell, pledge, or otherwise dispose of, (or enter into any
transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company,
the Guarantor or such Trust or any of their respective affiliates or any
person in privity with any of them or any of their respective affiliates)
directly or indirectly, including the filing (or participation in the
filing) of a registration statement with the Commission in respect of, or
establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Exchange
Act, any Certificates or any other securities, including any guarantee of
the Certificates or other
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securities, of such Trust or the Company, in each case that are
substantially similar to the Certificates or any securities convertible
into or exchangeable for the Certificates or such substantially similar
securities, or publicly announce an intention to effect any such
transaction, during the period beginning the date of the Terms Agreement
and ending the Closing Date.
(i) Each of the Company, the Guarantor and the relevant Trust will
comply with all applicable securities and other laws, rules and
regulations, including, without limitation, the Sarbanes Oxley Act of
2002, and use its best efforts to cause its directors and officers (or, in
the case of such Trust, trustees), in their capacities as such, to comply
with such laws, rules and regulations, including, without limitation, the
provisions of the Sarbanes Oxley Act of 2002.
(j) The Offerors will not take, directly or indirectly, any action
designed to or that would constitute or that might reasonably be expected
to cause or result in, under the Exchange Act or otherwise, stabilization
or manipulation of the price of any security of the Company or the
relevant Trust to facilitate the sale or resale of the Certificates;
except that the Offerors make no agreement as to the activities of any
Underwriter.
(k) The Company and the Guarantor, whether or not the transactions
contemplated hereunder are consummated or this Agreement is terminated,
will pay all expenses incident to the performance of the Offerors'
obligations hereunder, including, without limiting the generality of the
foregoing, all costs, taxes and expenses incident to the issue and
delivery of the Certificates and the Guarantee, all fees and expenses of
the Offerors' counsel and accountants, and all costs and expenses incident
to the preparing, printing, filing and distributing of all documents
relating to the offering of the Certificates, and will reimburse the
Underwriters, through the Representatives, for any expenses (including
fees and disbursements of counsel) incurred by the Underwriters in
connection with the matters referred to in Section 5(f) hereof and the
preparation of memoranda relating thereto, for any filing fee of the NASD
relating to the Certificates, and for any fees charged by investment
rating agencies for rating the Certificates.
6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Certificates of any Trust shall
be subject to the accuracy of the representations and warranties on the part of
the Offerors contained herein as of the Execution Time and the Closing Date, to
the accuracy of the statements of the Offerors made in any certificates pursuant
to the provisions hereof, to the performance by the Offerors of their
obligations hereunder, and to the following additional conditions:
(a) The Final Prospectus, and any supplement thereto, have been
filed in the manner and within the time period required by Rule 424(b);
any material required to be filed by the Offerors pursuant to Rule 433(d)
under the Act shall have been filed with the Commission within the
applicable time periods prescribed for such filings by Rule 433; and no
stop order suspending the effectiveness of the Registration Statement or
any
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notice objecting to its use shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Company and the Guarantor shall have requested and caused
counsel for the Company and the Guarantor to have furnished to the
Representatives the opinion, dated the Closing Date and addressed to the
Representatives, with respect to the issuance and sale of the Index
Securities and the Warrants issued in connection with the offering of the
Certificates, the Declaration, the Indenture, the Warrant Agreement, the
Registration Statement, the Disclosure Package, the Final Prospectus
(together with any supplement thereto) and other related matters as the
Representatives may reasonably require.
(c) The relevant Trust shall have requested and caused counsel for
such Trust to have furnished to the Representatives the opinion, dated the
Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Certificates, the Declaration, the Terms
Agreement and other related matters as the Representatives reasonably may
require.
(d) Each of the Institutional Trustee, the Delaware Trustee and the
Guarantee Trustee shall have requested and caused counsel for such
trustees to have furnished to the Representatives the opinion, dated the
Closing Date and addressed to the Representatives, with respect to the due
incorporation, valid existence and good standing of each trustee, the
Declaration, the Guarantee and other related matters as the
Representatives reasonably may require.
(e) The Representatives shall have received from Cleary Gottlieb
Steen & Hamilton LLP, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date and addressed to the Representatives,
with respect to the Declaration, the Guarantee, the Terms Agreement, the
Registration Statement, the Disclosure Package, the Final Prospectus
(together with any supplement thereto) and other related matters as the
Representatives may reasonably require, and the Offerors shall have
furnished to such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.
(f) (i) The Company and the Guarantor and (ii) the relevant Trust
shall have furnished to the Representatives a certificate, dated the
Closing Date, signed by, (1) with respect to the Company - the Chairman,
the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, the Secretary or an Assistant Secretary of the
Company, (2) with respect to the Guarantor - the Chairman, any Vice
Chairman, the President, any Vice President, the Chief Financial Officer,
the Chief Accounting Officer, the General Counsel, the Controller or any
Deputy Controller and by the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Guarantor, and (3) with
respect to such Trust - any one of the Regular Trustees, to the effect
that the signers of such certificate have carefully examined the
Registration
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Statement, the Final Prospectus, the Disclosure Package and any
supplements or amendments thereto, as well as each electronic roadshow
used to offer the Certificates of such Trust, and this Agreement and that:
(i) the representations and warranties of each of the Company
and the Guarantor or of such Trust, as the case may be, in
this Agreement are true and correct on and as of the Closing
Date with the same effect as if made on the Closing Date, and
each of the Company and the Guarantor, or such Trust, as the
case may be, have or has complied with all the agreements and
satisfied all the conditions on their or its part to be
performed or satisfied at or prior to the Closing Date; and
(ii) no stop order suspending the effectiveness of the
Registration Statement or any notice objecting to its use has
been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the Company and the
Guarantor, or of such Trust, as the case may be, threatened.
(g) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto), there shall not have been any change, or any development
involving a prospective change, in or affecting the condition (financial
or otherwise), earnings, business or properties of the Guarantor and its
subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or contemplated
in the Disclosure Package and the Final Prospectus (exclusive of any
supplement thereto) the effect of which is, in the sole judgment of the
Representatives after consultation with the Offerors, so material and
adverse as to make it impractical or inadvisable to proceed with the
offering or delivery of the Certificates as contemplated by the
Registration Statement (exclusive of any amendment thereof), the
Disclosure Package and the Final Prospectus (exclusive of any supplement
thereto) and any Issuer Free Writing Prospectus.
(h) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of the Certificates or any of the Company's or the
Guarantor's senior or subordinated debt securities by any "nationally
recognized statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.
(i) Prior to the Closing Date, the Offerors shall have furnished to
you such further information, certificates and documents as the
Representatives may reasonably request.
11
If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall not be
reasonably satisfactory in form and substance to the Representatives and counsel
for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled with respect to the relevant offering at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Offerors in writing or by telephone or
facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be
delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the
Underwriters, at One Liberty Plaza, New York, New York 10006, on the Closing
Date.
7. Reimbursement of Underwriter's Expenses. If the sale of the
Certificates provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company, the Guarantor or the
relevant Trust to perform any agreement herein or comply with any provision
hereof other than by reason of a default by any Underwriter, the Company will
reimburse the Underwriters severally through the Representatives on demand for
all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Certificates.
8. Indemnification and Contribution.
(a) Each of the Company, the Guarantor and the relevant Trust agrees
to indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter and each person who controls any
Underwriter within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any
amendment thereof, or in the Base Prospectus, any Preliminary Final
Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, or
in any amendment thereof or supplement thereto, 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 agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that none of the Company,
the Guarantor or the relevant Trust will be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in
12
conformity with written information furnished to any of them by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein. This indemnity agreement will be in addition to any
liability which any of the Company, the Guarantor or the relevant Trust
may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify
and hold harmless the Company, the Guarantor and the relevant Trust, each
of their respective directors, each of their respective officers or, in
the case of such Trust, trustees, who signs the Registration Statement,
and each person who controls the Company, the Guarantor or such Trust
within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company, the Guarantor and the
relevant Trust to each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the Company, the
Guarantor or such Trust by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to
any liability that any Underwriter may otherwise have. The Offerors
acknowledge that the statements set forth in the sentence at the bottom of
the cover page regarding delivery of the Certificates and, under the
heading "Underwriting", (i) the list of Underwriters and their respective
participation in the sale of the Certificates, (ii) the sentences related
to concessions and reallowances and (iii) the paragraph related to
stabilization, syndicate covering transactions and penalty bids in any
Preliminary Final Prospectus and the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in any Preliminary Final Prospectus or the
Final Prospectus.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of
such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a)
or (b) above. The indemnifying party shall be entitled to appoint counsel
of the indemnifying party's choice at the indemnifying party's expense to
represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel
13
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable
time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying
party will not, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a), (b)
or (c) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Offerors and the
Underwriters severally agree to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively "LOSSES") to which the Offerors and one or more of the
Underwriters may be subject in such proportion as is appropriate to
reflect the relative benefits received by the Offerors on the one hand and
by the Underwriters on the other from the offering of the Certificates;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of
the Certificates) be responsible for any amount in excess of the
underwriting discount or commission applicable to the Certificates
purchased by such Underwriter hereunder. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the Offerors
and the Underwriters severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Offerors on the one hand and of the Underwriters on
the other in connection with the statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations.
Benefits received by the Offerors shall be deemed to be equal to the total
net proceeds from the offering (before deducting expenses) received by the
relevant Trust, and benefits received by the Underwriters shall be deemed
to be equal to the total underwriting discounts and commissions, in each
case as set forth on the cover page of the Final Prospectus. Relative
fault shall be determined by reference to, among other things, whether any
untrue or any alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information
provided by the Offerors on the one hand or the Underwriters on the other,
the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The Offerors and the Underwriters agree that it would not
14
be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account
of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), 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. For purposes of this Section 8, each person
who controls an Underwriter within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such
Underwriter, and each person who controls the Company, the Guarantor or
the relevant Trust, as applicable, within the meaning of either the Act or
the Exchange Act, each officer of the Company or the Guarantor, as
applicable, and each trustee of such Trust who shall have signed the
Registration Statement, and each director of the Company or the Guarantor,
as applicable, shall have the same rights to contribution as the Company,
the Guarantor or such Trust, as applicable, subject in each case to the
applicable terms and conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Certificates agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Certificates set forth opposite their names in the Terms Agreement bears to the
aggregate principal amount of Certificates set forth opposite the names of all
the remaining Underwriters) the Certificates which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Certificates set forth in the Terms Agreement,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Certificates, and if such
nondefaulting Underwriters do not purchase all the Certificates, this Agreement
will terminate without liability to any nondefaulting Underwriter, the Company
or the Guarantor. In the event of a default by any Underwriter as set forth in
this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order
that the required changes in the Registration Statement and the Final Prospectus
or in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its liability, if
any, to the Company, the Guarantor and any nondefaulting Underwriter for damages
occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the Offerors
prior to delivery of and payment for the Certificates, if at any time prior to
such time (i) trading in the Guarantor's common stock shall have been suspended
by the Commission or the New York Stock Exchange, or trading in securities
generally on the New York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange, (ii) a banking
15
moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representatives after consultation with the
Offerors, impractical or inadvisable to proceed with the offering or delivery of
the Certificates as contemplated by the Final Prospectus (exclusive of any
supplement thereto).
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, the Guarantor, the relevant Trust or their respective officers (or, in
the case of such Trust, trustees) and of the Underwriters 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 any Underwriter, or the Company, the
Guarantor and such Trust or any of the officers, directors, employees, agents or
controlling persons (and, in the case of such Trust, trustees) referred to in
Section 8 hereof, and will survive delivery of and payment for the Certificates.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global
Markets Inc., at 388 Greenwich Street, New York, New York 10013, Attention:
General Counsel; if sent to the Company, will be mailed, delivered or telefaxed
to Citigroup Funding Inc., 388 Greenwich Street, 38th Floor, New York, New York
10013, Attention: Assistant Treasurer (fax no.: (212) 816-3619); if sent to the
Guarantor, will be mailed, delivered or telefaxed to 425 Park Avenue, New York,
New York 10043, Attention: General Counsel, Finance and Capital Markets (fax
no.: (212) 793-4401); or, if sent to any Trust, will be mailed, delivered or
telefaxed to c/o Citigroup Funding Inc., 388 Greenwich Street, 38th Floor, New
York, New York 10013, Attention: Assistant Treasurer (fax no.: (212) 816-3619).
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons (and, in the case
of any Trust, trustees) referred to in Section 8 hereof, and no other person
will have any right or obligation hereunder.
14. No Fiduciary Duty. The Offerors hereby acknowledge that (i) the
purchase and sale of the Certificates pursuant to this Agreement is an
arm's-length commercial transaction between the Offerors, on the one hand, and
the Underwriters and any affiliate through which they may be acting, on the
other, (ii) the Underwriters are acting as principal and not as an agent or
fiduciary of the Offerors and (iii) the relevant Trust's engagement of the
Underwriters in connection with the offering and the process leading up to the
offering is as independent contractors and not in any other capacity.
Furthermore, the Offerors agree that they are solely responsible for making
their own judgments in connection with the offering (irrespective of whether any
Underwriter has advised or is currently advising the Offerors on related or
other matters). The Offerors agree that they will not claim that the
Underwriters have rendered
16
advisory services of any nature or respect, or owe an agency, fiduciary or
similar duty to the Offerors, in connection with such transaction or the process
leading thereto.
15. Integration. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Offerors and the
Underwriters, or any of them, with respect to the subject matter hereof.
16. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.
17. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
18. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.
19. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.
"ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"BASE PROSPECTUS" shall mean the form of prospectus referred
to in paragraph 1(a) above contained in the Registration Statement at the
Effective Date.
"BUSINESS DAY" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.
"COMMISSION" shall mean the Securities and Exchange
Commission.
"DISCLOSURE PACKAGE" shall mean (i) the Base Prospectus, as
amended and supplemented to the Execution Time, (ii) the Preliminary
Prospectus, if any, used most recently prior to the Execution Time, (iii)
the Issuer Free Writing Prospectuses, if any, attached as an exhibit to
the Terms Agreement, and (iv) any other Free Writing Prospectus that the
parties hereto shall hereafter expressly agree in writing to treat as part
of the Disclosure Package.
"EFFECTIVE DATE" shall mean each date and time that the
Registration Statement and any post-effective amendment or amendments
thereto became or become effective.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
17
"EXECUTION TIME" shall mean the date and time specified in the
Terms Agreement.
"FINAL PROSPECTUS" shall mean the prospectus relating to the
Certificates that was first filed pursuant to Rule 424(b) after the
Execution Time, together with the Base Prospectus.
"FREE WRITING PROSPECTUS" shall mean a free writing
prospectus, as defined in Rule 405.
"ISSUER FREE WRITING PROSPECTUS" shall mean an issuer free
writing prospectus, as defined in Rule 433.
"PRELIMINARY PROSPECTUS" shall mean any preliminary prospectus
which describes the Certificates and the offering thereof and is used
prior to filing of the Final Prospectus, together with the Base
Prospectus.
"REGISTRATION STATEMENT" shall mean the registration statement
referred to in paragraph 1(a) above, including exhibits and financial
statements and any prospectus relating to the Certificates that is filed
with the Commission pursuant to Rule 424(b) and deemed part of such
registration statement pursuant to Rule 430B, as amended on each Effective
Date and, in the event any post-effective amendment thereto becomes
effective prior to the Closing Date, shall also mean such registration
statement as so amended.
"RULE 158", "RULE 163", "RULE 164", "RULE 172", "RULE 405",
"RULE 415", "RULE 424", "RULE 430B" and "RULE 433" refer to such rules
under the Act.
"TRUST INDENTURE ACT" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission
promulgated thereunder.
"WELL-KNOWN SEASONED ISSUER" shall mean a well-known seasoned
issuer, as defined in Rule 405.
18
EXHIBIT 1(a)
EXHIBIT A
SAFETY FIRST TRUST SERIES [2006-1]
[INSERT SPECIFIC TITLE OF THE CERTIFICATES]
DELAYED DELIVERY CONTRACT
[Insert date of initial public offering]*
SAFETY FIRST TRUST SERIES [2006-1].
c/o
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Safety First Trust
Series [2006-1] (hereinafter called the "TRUST"), and the Trust agrees to sell
to the undersigned, as of the date hereof,
[If one delayed closing, insert the following:
for delivery on , 20__ (the "DELIVERY DATE"), $ aggregate
principal amount of]
[If two or more delayed closings, insert the following:
for delivery on the dates and in the aggregate principal amount set forth below
(each of which dates is hereinafter referred to as a "DELIVERY DATE"),]
the Trust's [insert title of the Certificates] (the "CERTIFICATES"), offered by
the Trust's Prospectus relating thereto, receipt of a copy of which is hereby
acknowledged, at a purchase price of ___% of the aggregate principal amount
thereof plus accrued interest, if any, and on the further terms and conditions
set forth in this contract.
[If two or more delayed closings, insert the following:
Delivery Date Aggregate Principal
Amount
- ----------------------- -----------------------------
- ----------------------- -----------------------------]
Delivery of and payment for the Certificates shall be made on [the]
[each] Delivery Date. Delivery of the Certificates shall be made to the
undersigned against payment of the purchase price thereof to or upon the order
of the Trust by wire transfer payable in same-day funds to an account specified
by the Trust. Delivery of the Certificates shall be made through the facilities
of The Depository Trust Company unless the undersigned shall otherwise instruct.
- ----------
* To be completed when the Terms Agreement is executed by the parties
thereto.
A-1
made through the facilities of The Depository Trust Company unless the
undersigned shall otherwise instruct.
The obligation of the undersigned to take delivery of, and make
payment for, Certificates on [the] [each] Delivery Date shall be subject to the
conditions that (i) investment in the Certificates shall not at such Delivery
Date be prohibited under the laws of any jurisdiction in the United States to
which the undersigned is subject, which investment the undersigned represents is
not prohibited on the date hereof, and (ii) the Trust shall have delivered to
the Underwriters the aggregate principal amount of the Certificates to be
purchased by them pursuant to the Underwriting Agreement referred to in the
Prospectus.
Promptly after completion of the sale to the Underwriters, the Trust
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company and
the Guarantor delivered to the Underwriters in connection therewith.
This contract shall inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
It is understood that the acceptance of this contract and any other
similar contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis. If this contract is
acceptable to the Trust, it is requested that the Trust sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Trust and the undersigned when such counterpart is mailed or
delivered.
THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
[NAME OF PURCHASER]
By:----------------------------
Name:
Title:
Address:
Accepted as of the above date.
SAFETY FIRST TRUST SERIES [2006-1]
By: ---------------------
Name:
Title:
A-2