TERMS AGREEMENT
March 26, 1999
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Attention: Chief Financial Officer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $750,000,000 aggregate principal amount of its debt
securities (the "Securities"). Subject to the terms and conditions set forth
herein or incorporated by reference herein, we, as underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 99.248% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
March 31, 1999, at 8:30 A.M. at the office of Dewey Ballantine LLP located at
1301 Avenue of the Americas, New York, New York 10019.
The Securities shall have the following terms:
Title: ............................. 6.20% Notes due 2009
Maturity: .......................... March 15, 2009
Interest Rate: ..................... 6.20%
Interest Payment Dates: ............ March 15 and September 15, commencing
September 15, 1999
Initial Price to Public: ........... 99.698% of the principal amount thereof,
plus accrued interest, if any, from the
date of issuance
Redemption Provisions: ............. The Securities are not redeemable by the
Company prior to maturity, except upon the
occurrence of certain events involving
United States taxation, as set forth in the
Prospectus Supplement dated March 26, 1999
to the Prospectus dated March 8, 1999.
Record Date: ....................... The March 1 or September 1 preceding each
Interest Payment Date
Additional Terms:
The Securities shall be issuable as Registered Securities only. The
Securities will be initially represented by one or more global Securities
registered in the name of The Depository Trust Company ("DTC") or its nominee.
Beneficial interests in the Securities will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its participants
(including, without limitation, Cedelbank and Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System). Owners of
beneficial interests in Securities will be entitled to physical delivery of
Securities in certificated form only under the limited circumstances described
in the Prospectus Supplement. Principal and interest on the Securities shall be
payable in United States dollars. The provisions of Sections 11.03 and 11.04 of
the Indenture relating to defeasance shall apply to the Securities.
All the provisions contained in the document entitled "Primerica
Corporation-Debt Securities -- Underwriting Agreement -- Basic Provisions" and
dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement: (a)
All references to Primerica Corporation shall refer to Citigroup Inc.; (b) In
the first line of Section 2(a), delete "(33-55542), including a prospectus" and
insert in lieu thereof "(333-68949), including a prospectus (which prospectus
also relates to $1,550,000,000 aggregate principal amount of securities of the
Company previously registered on a registration statement on Form S-3
(333-51201) and $300,000,000 aggregate principal amount of securities of the
Company previously registered on a registration statement on Form S-3
(333-42575) (the "Predecessor Registration Statements") and in each case not
issued)" and any reference in the Basic Provisions to the "Registration
Statement" shall be deemed to be a reference to such registration statements on
Form S-3; (c) In the fifth line of the third paragraph of Section 3, delete the
phrase "New York Clearing House (next day)" and insert in lieu thereof "federal
or other same day"; (d) In the fourteenth line of the third paragraph of Section
3, delete the word "definitive" and insert in lieu thereof "global"; (e) In the
ninth line of Section 6(a), delete "such registration statement when it became
effective, or in the Registration Statement," and insert in lieu thereof "the
Registration Statement (except that in the case of the Predecessor Registration
Statements, only at their respective effective dates),"; and (f) In the eighth
line of Section 6(b), delete "in any part of such registration statement when it
became effective, or in the Registration Statement," and insert in lieu thereof
"the Registration Statement (except that in the case of the Predecessor
Registration Statements, only at their respective effective dates),".
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange.
The Underwriters hereby agree in connection with the underwriting of
the
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Securities to comply with the requirements set forth in any applicable sections
of Rule 2720 of the Conduct Rules of the National Association of Securities
Dealers, Inc.
Each Underwriter further agrees and hereby represents that
(a) it has not offered or sold, and, prior to the expiration of the
period of six months from the Closing Date, will not offer or sell any
Securities to persons in the United Kingdom, except to those persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995;
(b) it has complied and will comply with all applicable provisions
of the Financial Services Act 1986, with respect to anything done by it in
relation to the Securities in, from or otherwise involving the United
Kingdom;
(c) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Securities to a person who is of a kind described in Article
11 (3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, as amended, or is a person to whom the document
may otherwise lawfully be issued or passed on;
(d) it will not offer or sell any Securities directly or indirectly
in Japan or to, or for the benefit of any Japanese person or to others,
for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person except under circumstances which will result in compliance
with all applicable laws, regulations and guidelines promulgated by the
relevant governmental and regulatory authorities in effect at the relevant
time. For purposes of this paragraph, "Japanese person" means any person
resident in Japan, including any corporation or other entity organized
under the laws of Japan;
(e) it is aware of the fact that no German selling prospectus
(Verkaufsprospekt) has been or will be published in respect of the sale of
the Securities and that it will comply with the Securities Selling
Prospectus Act (the "SSPA") of the Federal Republic of Germany
(Wertpapier-Verkaufsprospektgesetz). In particular, each underwriter has
undertaken not to engage in public offering (offentliche Anbieten) in the
Federal Republic of Germany with respect to any Securities otherwise than
in accordance with the SSPA and any other act replacing or supplementing
the SSPA and all the other applicable laws and regulations;
(f) the Securities are being issued and sold outside the Republic of
France and that, in connection with their initial distribution, it has not
offered or sold and will not offer or sell, directly or indirectly, any
Securities to the public in
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the Republic of France, and that it has not distributed and will not
distribute or cause to be distributed to the public in the Republic of
France the Prospectus Supplement, the Prospectus or any other offering
material relating to the Securities; and
(g) it and each of its affiliates has not offered or sold, and it
will not offer or sell, the Securities by means of any document to persons
in Hong Kong other than persons whose ordinary business it is to buy or
sell shares or debentures, whether as principal or agent, or otherwise in
circumstances which do not constitute an offer to the public within the
meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of
Hong Kong).
In addition to the legal opinions required by Sections 5(c) and 5(d)
of the Basic Provisions, the Underwriter shall have received an opinion of
special tax counsel to the Company, dated the Closing Date, to the effect that
although the discussion set forth in the Prospectus Supplement under the heading
"United States Federal Income Tax Considerations for Non-United States Holders"
does not purport to discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition or the Securities to a
non-United States holder of Securities, such discussion constitutes, in all
material respects, a fair and accurate summary of the United States federal
income tax consequences of the purchase, ownership and disposition of the
Securities to non-United Statesholders of Securities under current law.
Stephanie B. Mudick, Esq., General Counsel-Corporate Law of the
Company, is counsel to the Company. Skadden, Arps, Slate, Meagher and Flom LLP
is special tax counsel to the Company. Dewey Ballantine LLP is counsel to the
Underwriter.
The Securities will be made available for checking and packaging at
the designated office of The Bank of New York at least 24 hours prior to the
Closing Date.
Please accept this offer no later than 9:00 o'clock p.m. Eastern
Standard Time on March 26, 1999, by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us, or by sending us
a written acceptance in the following form:
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"We hereby accept your offer, set forth in the Terms Agreement,
dated March 26, 1999, to purchase the Securities on the terms set forth
therein."
Very truly yours,
SALOMON SMITH BARNEY INC.
ABN AMRO INCORPORATED
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
NATIONSBANC MONTGOMERY
SECURITIES LLC
By: SALOMON SMITH BARNEY INC.
By: /s/ Donna Castagna
---------------------------
Name: Donna Castagna
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Firoz B. Tarapore
-------------------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
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ANNEX A
Name of Underwriter Principal Amount of 2009 Notes
- ------------------- ------------------------------
Salomon Smith Barney Inc. $650,000,000
ABN AMRO Incorporated $20,000,000
Bear, Stearns & Co. Inc. $20,000,000
Goldman, Sachs & Co. $20,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $20,000,000
NationsBanc Montgomery Securities LLC $20,000,000
-----------
Total $750,000,000
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