Citigroup Inc.
Medium-Term Senior Notes, Series C
Medium-Term Subordinated Notes, Series C
Due Nine Months or More from the Date of Issue
DISTRIBUTION AGREEMENT
June 19, 2000
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
Citigroup Inc., a Delaware corporation (the "Company"), confirms its
agreement with the Agent (as defined below) with respect to the issue and sale
by the Company of its Medium-Term Senior Notes, Series C, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series C, 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 July 17, 1998, as supplemented
by the First Supplemental Indenture dated as of December 15, 1998 and the Second
Supplemental Indenture dated as of January 21, 1999 (as so supplemented or as it
may from time to time be further supplemented or amended by one or more
indentures supplemental thereto, the "Subordinated Debt Indenture" and, together
with the Senior Debt Indenture, the "Indentures"), between the Company and Bank
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Company, N.A. (formerly The First National Bank of Chicago), 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 a pricing
supplement to the Prospectus referred to below. The Notes may be denominated in
U.S. dollars, foreign currencies or foreign composite currency units (the
"Specified Currency") as may be specified in the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell Notes to the Agent acting as
principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company substantially in the form of
Exhibit F hereto and that the Company will notify the Agent of its agreement
with any other agents, dealers or underwriters, but only if such other agents,
dealers or underwriters are appointed for the duration of this Agreement), the
Company hereby appoints the Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, the Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section l(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to Salomon Smith Barney Inc.
1. Solicitations by the Agent of Offers to Purchase; Purchases as Principal.
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(1) 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.
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Unless otherwise agreed to, the Company agrees to pay the Agent at the
time of delivery of and payment for the Notes, as consideration for soliciting
the sale of each Note, a commission equal to the percentage set forth on
Schedule 1 hereto of the price to the public of each Note sold by the Company as
the result of a solicitation by the Agent. Without the prior approval of the
Company, the Agent (acting on an agency basis) may not reallow any portion of
the commission payable pursuant hereto to dealers or purchasers in connection
with the offer and sale of any Notes.
The Agent is authorized to solicit orders for the Notes only in principal
amounts of $1,000 or any amount in excess thereof which is a multiple of $1,000
or, in the case of Notes denominated in a Specified Currency other than U.S.
dollars, in the denominations set forth in the applicable pricing supplement, at
a purchase price equal to 100% of the principal amount of the Notes, unless
otherwise 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.
(2) 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
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Agent and the Company and shall be with respect to such information (as
applicable) as is specified in Exhibit A hereto.
The Agent's commitment to purchase Notes as principal shall be deemed to
have been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth. Each agreement by the Agent to purchase Notes as principal (whether or
not set forth in a Terms Agreement) shall specify the principal amount of Notes
to be purchased by the Agent pursuant thereto, the maturity date of such Notes,
the price to be paid to the Company for such Notes, the interest rate and
interest rate formula, if any, applicable to such Notes and any other terms of
such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
public accountants of the Company pursuant to Section 4 hereof. A Terms
Agreement may also specify certain provisions relating to the reoffering of such
Notes by the Agent.
Each Terms Agreement shall specify the time and place of delivery of and
payment for such Notes. Each date of delivery of and payment for Notes to be
purchased by the Agent as principal or as agent or by any other purchaser is
referred to herein as a "Settlement Date."
Upon the Company's request, the Agent will notify the Company either
orally or in writing (as specified by the Company) of the aggregate principal
amount of Notes held by the Agent as principal purchased pursuant to a Terms
Agreement pursuant to this Agreement.
(3) 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.
(4) 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
June 19, 2000 (the "Commencement Date").
2. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to,
and agrees with, the Agent as of the Commencement Date:
(1) The Registration Statement (File No. 333-37992) declared effective by
the Securities and Exchange Commission (the "Commission") on June 12, 2000, in
respect of up to $8,900,000,000 aggregate amount of securities of the Company,
including the Notes, (of which $8,050,000,000 remains available for issuance
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and sale as of the date hereof) has been filed with the Commission. 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 (any preliminary prospectus
included in the Registration Statement (as defined herein) or filed with the
Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the "Act"), being
hereinafter called a "Preliminary Prospectus"). The various parts of the
Registration Statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the 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." The form of basic prospectus included in the
Registration Statement relating to the offering and sale of Debt Securities,
Index Warrants, Preferred Stock, Common Stock and Depositary Shares, 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 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 the 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)
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under the Act, including any documents incorporated by reference therein as of
the date of such filing.
(2) 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.
(3) 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.
(4) The Registration Statement, as amended as of any time, did not and
will not, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement or the Prospectus or any amendment thereof or
supplement 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.
(5) 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.
(6) Since the date of the most recent financial statements included in the
Prospectus, as amended or supplemented, there has not been any material adverse
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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:
(1) 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 debt 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 debt securities other than the Notes), the Agent shall be furnished
with such information relating to such filing as it may reasonably request, and
the Agent shall not be obligated to solicit offers to purchase Notes so long as
it is not reasonably satisfied that such amendment or supplement complies in all
material respects with the provisions of the Act and the Exchange Act. At any
time during an Offering Period or during the time a prospectus relating to the
Notes is required to be delivered under the Act, the Company will promptly
advise the Agent of (i) the filing of any amendment or supplement to the
Prospectus (other than a Pricing Supplement or an amendment or supplement
relating solely to an offering of debt 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.
(2) 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
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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.
(3) 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.
(4) 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.
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(5) 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.
(6) 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 debt securities other than the Notes) is filed pursuant to Rule 424 under the
Act, which shall satisfy the provisions of Section 11(a) of the Act.
(7) 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 fees and expenses incurred with respect to any
filing with the National Association of Securities Dealers, Inc. and the
reasonable fees and disbursements of Dewey Ballantine LLP ("Dewey Ballantine"),
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 Dewey
Ballantine or other counsel to the Agent shall not be paid by the Company.
(8) 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
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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.
(9) 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 debt 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), 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, the Deputy Treasurer or
the Deputy General Counsel 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.
(10) 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 debt 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), the Company shall furnish to or
cause to be furnished forthwith to the Agent the written opinion of the Deputy
General Counsel of the Company or other counsel reasonably satisfactory to the
Agent dated the date of the effectiveness of such amendment or the date of
filing with the Commission of such supplement or document, as the case may be,
in form reasonably satisfactory to the Agent, to the effect set forth in Exhibit
C hereto. In lieu of such opinion, counsel last furnishing such an opinion to
the Agent may furnish to the Agent a letter to the effect that the Agent may
rely on such last opinion to the same extent as though it were dated the date of
such letter and authorizing reliance on such last opinion (except that
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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).
(11) 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 debt 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), 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.
(12) 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 warranties shall
relate to the Registration Statement and the Prospectus as amended and
supplemented to each such time).
(13) 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
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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:
(1) On the corresponding Settlement Date:
(1) 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.
(2) 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 any
exchange or in the over-the-counter market, (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, 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.
(3) 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
12
<PAGE>
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.
(2) On the Commencement Date and, if called for by any agreement by the
Agent to purchase Notes as principal, on the corresponding Settlement Date:
(1) The Company shall have furnished to the Agent the opinion of the
Deputy General Counsel of the Company (or other counsel for the Company
reasonably acceptable to the Agent) on the Commencement Date, and on the
Settlement Date will furnish the opinion of the Deputy General Counsel of
the Company (or other counsel for the Company reasonably acceptable to the
Agent) and, if called for by a Terms Agreement, the opinion of other
counsel, dated the Commencement Date or the Settlement Date, as the case
may be, to the effect set forth in Exhibit C hereto.
(2) The Agent shall have received from Dewey Ballantine (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.
(3) 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 the Deputy General Counsel 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:
(1) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the date of such certificate with the same effect as if made on the
date of such certificate and the Company has complied in all
material respects with all the agreements and satisfied in all
material respects all the conditions on its part to be performed or
satisfied as a condition to the obligations of the Agent under this
Agreement;
(2) 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
13
<PAGE>
(3) 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.
(4) 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.
(5) 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.
(1) 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, 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
14
<PAGE>
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.
(2) 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.
(3) 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.
(4) 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
15
<PAGE>
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).
(5) 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
16
<PAGE>
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 and not be terminated until the
delivery of such Notes.
7. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. With respect to the Agent's
solicitation of offers to purchase Notes as agent of the Company or the Agent's
obligation to purchase Notes as principal pursuant to any Terms Agreement or
otherwise, the respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the Agent set forth
in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Agent or the Company
or any of the officers, directors or controlling persons referred to in Section
5 hereof, and will survive delivery of and payment for the Notes for a period
extending to the earlier of (i) three years from the corresponding Settlement
Date for such Notes or (ii) the expiration of any applicable statute of
limitations governing such solicitation or purchase of Notes.
8. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Agent, will be mailed, delivered or
transmitted to it by any standard form of telecommunications at:
Salomon Smith Barney Inc.
7 World Trade Center
New York, NY 10048
Attention: Medium Term Note Department
Fax: (212) 783-2274
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
17
<PAGE>
Attention: Deputy Treasurer
Reference Medium-Term Note Program
Fax: (212) 793-8098
and
153 East 53rd Street
New York, New York 10043
Attention: Deputy General Counsel
Reference Medium-Term Note Program
Fax: (212) 793-3430
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.
11. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
18
<PAGE>
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/Firoz B. Tarapore
--------------------
Name: Firoz B. Tarapore
Title: Deputy Treasurer
The foregoing Agreement
is hereby confirmed and
accepted as of the date first
written above.
SALOMON SMITH BARNEY INC.
By:/s/ Martha D. Bailey
------------------------
Name: Martha D. Bailey
Title: First Vice President
19
<PAGE>
Exhibit A
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES C
DUE NINE MONTHS OR MORE FROM THE DATE OF ISSUE
TERMS AGREEMENT
Dated: _____, 2000
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
Attention: Deputy Treasurer
Re: Distribution Agreement dated June 19, 2000
(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 C, Due Nine Months or
More from the Date of Issue: $ ; and/or
/ / Medium-Term Subordinated Notes, Series C, 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:
Price to Public: Index Maturity:
A-1
<PAGE>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Settlement Date and Spread:
time:
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:
Maturity Date: Interest Reset Dates:
Interest Payment Dates: Maximum Interest Rate:
A-2
<PAGE>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Regular Record Dates:
Exchange Rate Agent:
Option to receive pay-
ments in specified cur-
rency other than U.S.
Dollars:
Sinking fund:
Total amount OID:
Original yield to matu-
rity: Minimum Interest Rate:
Renewal terms:
A-3
<PAGE>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Option to elect repay-
ment:
Optional Repayment Dates:
Optional Repayment
prices:
Optional Interest Rate
Reset:
Optional Reset Dates:
Optional extension of
maturity:
Length of extension
period:
A-4
<PAGE>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
Number of extension
periods:
Final Maturity Date:
Depositary:
Optional Redemption Interest Reset Period:
Date(s):
Initial Redemption Date: Interest payment
Period:
Initial Redemption Calculation Agent:
Percentage:
Annual redemption
percentage decrease:
A-5
<PAGE>
For All Notes: For Fixed Rate Notes: For Floating Rate Notes:
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.
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 C, Due
Nine Months or More from the Date of Issue and the Medium-Term Subordinated
Notes, Series C, 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-6
<PAGE>
SALOMON SMITH BARNEY INC.
By ______________________________
Name:
Title:
Accepted:
CITIGROUP INC.
By________________________________
Name:
Title:
A-7
<PAGE>
Exhibit B
---------
CITIGROUP INC.
Medium-Term Notes Administrative Procedures
-------------------------------------------
June 19, 2000
The Medium-Term Senior Notes, Series C, Due Nine Months or
More from the Date of Issue (the "Senior Notes") and the Medium-Term
Subordinated Notes, Series C, Due Nine Months or More from the Date of Issue
(the "Subordinated Notes" and, together with the Senior Notes, the "Notes") of
Citigroup Inc. (the "Company") are to be offered on a continuing basis. Salomon
Smith Barney Inc. has agreed, as agent, to solicit purchases of the Notes issued
in fully registered form. (The term "Agent" when used in these Administrative
Procedures, means Salomon Smith Barney Inc.). The Agent will not be obligated to
purchase Notes for its own account. The Notes are being sold pursuant to a
Distribution Agreement between the Company and the agents named therein
(including the Agent) dated the date hereof (the "Distribution Agreement"). The
Notes have been registered with the Securities and Exchange Commission (the
"Commission"). The Bank of New York ("BONY") is the trustee under the Indenture,
dated as of March 15, 1987, as amended from time to time, under which the Senior
Notes will be issued (the "Senior Debt Indenture"). Bank One Trust Company, N.A.
(formerly The First National Bank of Chicago) ("Bank One") is the trustee
(together with BONY, the "Trustees") under the Indenture, dated as of July 17,
1998, 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 will be delivered to BONY, and each Global Security
representing Subordinated Notes will be delivered to Bank One, each acting as
agent for The Depository Trust Company or any successor depository selected by
the Company ("DTC," which term,
B-1
<PAGE>
as used herein, includes any successor depository selected by the Company), and
will be recorded in the book-entry system maintained by DTC (a "Book-Entry
Note"). An owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific terms
of, the solicitation of orders by the Agent and the sale as a result thereof by
the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its Treasury Department. The
Company will advise the Agent and the Trustees in writing of those persons
handling administrative responsibilities with whom the Agent and the Trustees
are to communicate regarding orders to purchase Notes and the details of their
delivery.
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, BONY will be the Calculation Agent for each Senior Note that is a
Floating Rate Note and Bank One will be the Calculation Agent for 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 may, at its option, appoint Citibank, N.A.
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, BONY and Bank One
(together, the "DTC Agents") will perform the custodial, document control and
administrative functions described below for the Senior Notes and the
Subordinated Notes, respectively. BONY will perform such functions in accordance
with its respective obligations under a Letter of Representations from the
Company and BONY to DTC dated as of the date hereof and a Medium-Term Note
Certificate
B-2
<PAGE>
Agreement between BONY and DTC, dated as of August 17, 1989 and as amended to
date, and its obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement system ("SDFS"). Bank One will perform such functions in
accordance with its respective obligations under a Letter of Representations
from the Company and Bank One to DTC dated as of the date hereof and a
Certificate Agreement between DTC and Bank One, dated as of May 26, 1989, and as
amended to date, and its obligations as a participant in DTC, including DTC's
SDFS.
<PAGE>
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 $400,000,000 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
B-3
<PAGE>
Global Security (or any portion thereof), the Original
Issue Date specified in such Global Security and (ii)
following a consolidation of Global Securities, with
respect to the Global Security resulting from such
consolidation, the most recent Interest Payment Date to
which interest has been paid or duly provided for on the
predecessor Global Securities, regardless of the date of
authentication of such resulting Global Security. No
Global Security will represent (i) both Fixed Rate and
Floating Rate Book-Entry Notes or (ii) any Certificated
Note or (iii) both Senior Notes and Subordinated Notes.
IDENTIFICATION NUMBERS: The Company has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP Service
Bureau") for the reservation of two series of CUSIP
numbers, one for Senior Notes and one for Subordinated
Notes, each of which series consists of approximately
900 CUSIP numbers and relates to Global Securities
representing Book-Entry Notes and book-entry 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.
Each 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 Com-
B-4
<PAGE>
pany shall deliver a list of such additional CUSIP
numbers to either or both DTC Agents, as needed, and to
DTC.
REGISTRATION: Global Securities will be issued only in fully
registered form without coupons. Each Global Security
will be registered in the name of CEDE & CO., as nominee
for DTC, on the securities register for the Notes (the
"Securities Register") maintained under the applicable
Indenture. The beneficial owner of a Book-Entry Note (or
one or more indirect participants in DTC designated by
such owner) will designate one or more participants in
DTC (with respect to such Book-Entry Note, the
"Participants") to act as agent or agents for such owner
in connection with the book-entry system maintained by
DTC, and DTC will record in book-entry form, in
accordance with instructions provided by such
Participants, a credit balance with respect to such
beneficial owner in such Book-Entry Note in the account
of such Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the records of
such Participants or through the separate records of
such Participants and one or more indirect participants
in DTC.
TRANSFERS: Transfers of a Book-Entry Note will be accomplished by
book entries made by DTC and, in turn, by Participants
(and in certain cases, one or more indirect participants
in DTC) acting on behalf of beneficial transferors and
transferees of such Note.
EXCHANGES: Each DTC Agent may deliver to DTC and the CUSIP Service
Bureau at any time a written notice of consolidation (a
copy of which shall be attached to the resulting Global
Security described below) specifying (i) the CUSIP
numbers of two or more outstanding Global Securities
that represent (A) Fixed Rate Book- Entry Notes of the
same Series and having the same Terms and for which
interest has been paid to the same date or (B) Floating
Rate Book-Entry Notes of the same Series and hav-
B-5
<PAGE>
ing the same Terms and for which interest has been paid
to the same date, (ii) a date, occurring at least thirty
days after such written notice is delivered and at least
thirty days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global Securities
shall be exchanged for a single replacement Global
Security and (iii) a new CUSIP number to be assigned to
such replacement Global Security. Upon receipt of such a
notice, DTC will send to its participants (including the
DTC Agent for such replacement Global Security) a
written reorganization notice to the effect that such
exchange will occur on such date. Prior to the specified
exchange date, such DTC Agent will deliver to the CUSIP
Service Bureau a written notice setting forth such
exchange date and such new CUSIP number and stating
that, as of such exchange date, the CUSIP numbers of the
Global Securities to be exchanged will no longer be
valid. On the specified exchange date, such DTC Agent
will exchange such Global Securities for a single Global
Security bearing the new CUSIP number and a new Original
Issue Date, which shall be the last date to which
interest has been paid on the underlying Book-Entry
Notes, and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP Service Bureau
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 $400,000,000 in aggregate principal amount, one
Global Security will be authenticated and issued to
represent each $400,000,000 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 "Denom-
B-6
<PAGE>
inations" 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
$400,000,000 (or the equivalent thereof). If one or more
Book-Entry Notes having an aggregate principal amount in
excess of $400,000,000 (or the equivalent thereof)
would, but for the preceding sentence, be represented by
a single Global Security, then one Global Security will
be authenticated and issued to represent each
$400,000,000 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: Each DTC Agent will, with respect to the Notes for which
it is the Trustee, 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
B-7
<PAGE>
Global Security representing such Book-Entry Note for
the first interest period or the last date to which
interest has been paid, if any, for each subsequent
interest period, on the Global Security representing
such Book-Entry Note, and will be calculated and paid in
the manner and on the Interest Payment Dates described
in such Book-Entry Note and in the Prospectus (as
defined in the Distribution Agreement), as supplemented
by the applicable Pricing Supplement. Unless otherwise
specified, each payment of interest on a Book-Entry Note
will include interest accrued to but excluding the
Interest Payment Date; provided, that in the case of
Floating Rate Notes that reset daily or weekly, interest
payments will include interest accrued to but excluding
the next preceding Regular Record Date, except that at
stated Maturity, the interest payable will include
interest accrued to, but excluding, the Maturity.
Interest payable at the Maturity of a Book-Entry Note
will be payable to the Person to whom the principal of
such Note is payable. Standard & Poor's Corporation will
use the information received in the pending deposit
message described under Settlement Procedure "C" below
in order to include the amount of any interest payable
and certain other information regarding the related
Global Security in the appropriate (daily or weekly)
bond report published by Standard & Poor's Corporation.
REGULAR RECORD DATES. The Regular Record Date with
respect to any Interest Payment Date for a Floating Rate
Note, Fixed Rate Note or Indexed Rate Note shall be the
date (whether or not a Business Day) fifteen calendar
days immediately preceding such Interest Payment Date.
PAYMENTS OF PRINCIPAL
AND INTEREST: PAYMENT OF INTEREST ONLY. Promptly after each 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
B-8
<PAGE>
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 the Trustee for the Notes
represented by such Global Security the total amount of
interest due on such Interest Payment Date (other than
at Maturity), and such Trustee will pay such amount to
DTC, at the times and in the manner set forth below
under "Manner of Payment." If any Interest Payment Date
for a Book-Entry Note is not a Business Day, the payment
due on such day shall be made on the next succeeding
Business Day and no interest shall accrue as a result of
such delayed payment. In the case of a Floating Rate
Note that is a LIBOR note or a EURIBOR note (each as
described in the Prospectus), if postponement to the
next business day would cause the interest payment date
to be in the next succeeding calendar month, the
Interest Payment Date will instead be the immediately
preceding Business Day.
PAYMENTS AT MATURITY OR UPON REDEMPTION. On or about the
first Business Day of each month, each DTC Agent will,
with respect to the Global Securities for which it acts
as DTC Agent, deliver to the Company, DTC and the
applicable Trustee a written list of principal and
interest to be paid on each Global Security maturing
either at Maturity or 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 the Trustee 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
B-9
<PAGE>
forth below under "Manner of Payment." Such Trustee will
pay such amount to DTC at the times and in the manner
set forth below under "Manner of Payment." If any
Maturity of a Global Security representing Book-Entry
Notes is not a Business Day, the payment due on such day
shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period
from and after such Maturity Date or Redemption Date.
Promptly after payment to DTC of the principal and
interest 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
the Trustee for the Notes represented by such Global
Security in immediately available funds no later than
9:30 A.M. (New York City time) on such date. The Company
will make such payment on such Global Securities by
instructing such Trustee to withdraw funds from an
account maintained by the Company with the DTC Agent for
the Notes represented by such Global Securities. The
Company will confirm any such instructions in writing to
such Trustee. Prior to 10 A.M. (New York City time) on
the date of Maturity or as soon as possible thereafter,
such Trustee will pay by separate wire transfer (using
Fedwire message entry instructions in a form previously
specified by DTC) to an account at the Federal Reserve
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
B-10
<PAGE>
DTC, in same day funds, in accordance with existing
arrangements between the relevant DTC Agent and DTC. On
each such date, DTC will pay, in accordance with its
SDFS operating procedures then in effect, such amounts
in funds available for immediate use to the respective
Participants in whose names the Book-Entry Notes
represented by such Global Securities are recorded in
the book-entry system maintained by DTC. None of the
Company (as issuer or as paying agent), the Trustee or
such DTC Agent shall have any direct responsibility or
liability for the payment by DTC to such Participants of
the principal of and interest on the Book-Entry Notes.
If an issue of Notes is denominated in a currency other
than the U.S. dollar, the Company will make payments of
principal and any interest in the currency in which the
Notes are denominated (the "foreign currency") or in
U.S. dollars. DTC has elected to have all such payments
of principal and interest in U.S. dollars unless
notified by any of its Participants through which an
interest in the Notes is held that it elects, in
accordance with and to the extent permitted by the
applicable Pricing Supplement and the Note, to receive
such payment of principal or interest in the foreign
currency. On or prior to the third Business Day after
the record date for payment of interest and twelve days
prior to the date for payment of principal, such
Participant shall notify DTC of (i) its election to
receive all, or the specified portion, of such payment
in the foreign currency and (ii) its instructions for
wire transfer of such payment to a foreign currency
account.
DTC will notify the applicable Trustee on or prior to
the fifth Business Day after the record date for payment
of interest and ten days prior to the date for payment
of principal of the portion of such payment to be
received in the foreign currency and the applicable wire
transfer instructions, and the applicable Trustee
B-11
<PAGE>
shall use such instructions to pay the Participants
directly. If DTC does not so notify the applicable
Trustee, it is understood that only U.S. dollar payments
are to be made. The applicable Trustee shall notify DTC
on or prior to the second Business Day prior to payment
date of the conversion rate to be used and the resulting
U.S. dollar amount to be paid per $1,000 face amount. In
the event that the applicable Trustee's quotation to
convert the foreign currency into U.S. dollars is not
available, the applicable Trustee shall notify DTC's
Dividend Department that the entire payment is to be
made in the foreign currency. In such event, DTC will
ask its Participants for payment instructions and
forward such instructions to the applicable Trustee and
the applicable Trustee shall use such instructions to
pay the Participants directly.
WITHHOLDING TAXES. The amount of any taxes required
under applicable law to be withheld from any interest 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 TRUSTEE REGARDING EXERCISE OF
COMPANY'S EXERCISE OPTIONAL RESET. Not less than 45 or more than 60 days
OF OPTIONAL RESET OR before an Optional Reset Date as set forth in a
OPTIONAL EXTENSION OF Book-Entry Note, the Company will notify the Trustee for
MATURITY: 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
B-12
<PAGE>
provisions, if any, for redemption of such Book-Entry
Note during such Subsequent Interest Period, including
the date or dates on which or the period or periods
during which such redemption may occur during such
Subsequent Interest Period.
COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL
EXTENSION OF MATURITY. If the Company elects to exercise
an option, as set forth in a Book-Entry Note, to extend
the Stated Maturity of such Note, it will so notify the
Trustee for such Book-Entry Note no less than 45 or more
than 60 days before the Stated Maturity of such
Book-Entry Note, and will further indicate (i) the new
Stated Maturity; (ii) the interest rate or Spread or
Spread Multiplier, as the case may be, applicable to the
extension period; and (iii) the provisions, if any, for
redemption of such Book-Entry Note during such extension
period, including the date or dates on which or the
period or periods during which such redemption may occur
during such extension period.
TRUSTEE NOTICE TO DTC REGARDING COMPANY'S EXERCISE OF
OPTIONAL EXTENSION OR RESET. Upon receipt of notice from
the Company regarding the Company's exercise of either
an optional extension of maturity or an optional reset,
the Trustee for the Book-Entry Note will deliver a
notice to DTC not less than 40 days before the Optional
Reset Date (in which case a "Reset Notice") or the
Stated Maturity (in which case an "Extension Notice"),
as the case may be, which Reset Notice or Extension
Notice shall identify 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
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<PAGE>
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.
TRUSTEE NOTICE TO COMPANY REGARDING DTC REVOCATION OF
OPTION TO BE REPAID. If, after DTC has tendered any
Book-Entry Notes for repayment pursuant to an Extension
Notice or an Reset Notice, DTC then revokes such tender
for repayment, the Trustee for such Book-Entry Notes
shall give notice to the Company not less than five days
prior to the Stated Maturity or Optional Reset Date, as
the case may be, of such revocation and of the principal
amount of Book-Entry Notes for which tender for
repayment has been revoked. the Trustee for the affected
thereafter notify DTC of the new applicable to such
Book-Entry Note.
COMPANY NOTICE REGARDING NEW INTERESTRATE 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
Book-Entry Note. The Trustee will immediately interest
rate or Spread or Spread Multiplier
DEPOSIT OF REPAYMENT PRICE. On or before any old Stated
Maturity where the Maturity has been extended, and on or
before any Optional Reset Date, the Company shall
deposit with such Trustee an amount of money sufficient
to pay the principal amount, plus interest accrued to
such old Stated Maturity or Optional Reset Date, as the
case may be, for all the Book-Entry Notes or portions
thereof for which such Trustee serves as Trustee and
which are to be repaid on such old Stated Maturity or
Optional Reset Date, as the case may be. Such Trustee
will use such money to repay such Book-Entry Notes
pursuant to the terms set forth in such Notes.
B-14
<PAGE>
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 Book-Entry Note,
REDEMPTION: 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 such Trustee an
amount of money sufficient to pay the redemption price,
plus interest accrued to such Redemption Date, for all
the Book-Entry Notes or portions thereof for which such
Trustee serves as Trustee and which are to be repaid on
such Redemption Date. Such Trustee will use such money
to repay such Book-Entry Notes pursuant to the terms set
forth in such Notes.
PAYMENTS OF PRINCIPAL TRUSTEE NOTICE TO COMPANY OF OPTION TO BE REPAID. Upon
AND INTEREST UPON receipt of notice of exercise of the option for
EXERCISE OF OPTIONAL repayment and the Global Securities representing the
REPAYMENT (EXCEPT Book-Entry Notes so to be repaid as set forth in such
PURSUANT TO Notes, the Trustee for such Book-Entry Notes shall
COMPANY'S EXERCISE (unless such notice was received pursuant to the
OF OPTIONAL RESET OR Company's exercise of an optional reset or an optional
OPTIONAL EXTENSION): 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
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<PAGE>
of Book-Entry Notes to be repaid on such Optional
Repayment Date.
DEPOSIT OF REPAYMENT PRICE. On or prior to any Optional
Repayment Date, the Company shall deposit with such
Trustee an amount of money sufficient to pay the
optional repayment price, and accrued interest thereon
to such date, of all the Book-Entry Notes or portions
thereof which are to be repaid on such date. Such
Trustee will use such money to repay such Book-Entry
Notes pursuant to the terms set forth in such Notes.
PROCEDURE FOR RATE The Company and the Agent will discuss from time to
SETTING AND POSTING: time the aggregate principal amount of, the issuance
price of, and the interest rates to be borne by,
Book-Entry Notes that may be sold as a result of the
solicitation of orders by the Agent. If the Company
decides to set prices of, and rates borne by, any
Book-Entry Notes in respect of which the Agent is to
solicit orders (the setting of such prices and rates to
be referred to herein as "posting") or if the Company
decides to change prices or rates previously posted by
it, it will promptly advise the Agent of the prices and
rates to be posted.
ACCEPTANCE AND
REJECTION OF ORDERS: Unless otherwise instructed by the Company, the Agent
will advise the Company promptly by telephone of all
orders to purchase Book-Entry Notes received by the
Agent, other than those rejected by it in whole or in
part in the reasonable exercise of its discretion.
Unless otherwise agreed by the Company and the Agent,
the Company has the right to accept orders to purchase
Book-Entry Notes and may reject any such orders in whole
or in part.
PREPARATION OF PRICING
SUPPLEMENT: If any order to purchase a Book-Entry Note is 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 applica-
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<PAGE>
ble paragraph of Rule 424(b) under the Act, will deliver
such number of copies thereof to the Agent as the Agent
shall request and will, on the Agent's behalf, file
three copies of such Pricing Supplement with the
National Association of Securities Dealers, Inc. (the
"NASD"). The Agent will cause a Prospectus and such
Pricing Supplement to be delivered to the purchaser of
such Book-Entry Note.
In each instance that a Pricing Supplement Copies of the
appropriate number of Pricing is prepared, the Agent
will affix the Supplements shall be delivered to the
Agent at the Pricing Supplement to Prospectuses prior to
following address by 11:00 A.M., New York City time,
their use. Outdated Pricing Supplements on the Business
Day following the acceptance of an and the Prospectuses
to which they are offer by or on behalf of the Company:
to Salomon attached (other than those retained for Smith
Barney Inc., 7 World Trade Center, New York, files),
will be destroyed. New York 10048 (with a copy
transmitted by telecopy to (212) 783-2274, Attention:
Medium Term Note Department).
SUSPENSION OF Subject to the Company's representations, warranties
SOLICITATION; and covenants contained in the Distribution
AMENDMENT OR Agreement, the Company may instruct the Agent to
SUPPLEMENT: suspend at any time, for any period of time or
permanently, the solicitation of orders to purchase
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
arrange-
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<PAGE>
ments 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 Book-Entry Note must accompany or
precede the earliest of any written offer of such
Book-Entry Note, confirmation of the purchase of such
Book-Entry Note and payment for such Book-Entry Note by
its purchaser. If notice of a change in the terms of the
Book-Entry Notes is received by the Agent between the
time an order for a Book-Entry Note is placed and the
time written confirmation thereof is sent by the Agent
to a customer or his agent, such confirmation shall be
accompanied by a Prospectus and Pricing Supplement
setting forth the terms in effect when the order was
placed. The Agent will deliver a Prospectus and Pricing
Supplement as herein described with respect to each
Book-Entry Note sold by it. The Company will make such
delivery if such Book-Entry Note is sold directly by the
Company to a purchaser (other than the Agent).
CONFIRMATION: For each order to purchase a Book-Entry Note solicited
by the Agent and accepted by or on behalf of the
Company, the Agent will issue a confirmation to the
purchaser, with a copy to the Company, setting forth the
details set forth above and delivery and payment
instructions.
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
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<PAGE>
to settlement on another day which shall be no earlier
than the Business Day next succeeding the date of sale.
SETTLEMENT Settlement Procedures with regard to each Book-Entry
PROCEDURES: Note sold by the Company to or through the Agent, except
pursuant to a Terms Agreement, shall be as follows:
2. 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.
1. In the case of a Fixed Rate
Book-Entry Note, the interest rate
and reset, redemption, repayment
and extension provisions (if any)
or, in the case of a Floating Rate
Book-Entry Note, the Base Rate,
Initial Interest Rate (if known at
such time), Interest Reset Period,
Interest Reset Dates, Index
Maturity, Spread and/or Spread
Multiplier (if any), Minimum
Interest Rate (if any), Maximum
Interest Rate (if any)and reset,
redemption, repayment and extension
provisions (if any).
4. Interest Payment Dates and
the Interest Payment Period.
5. Amortization provisions, if
any.
6. Settlement date and Issue
Date, if different.
7. Specified currency.
8. Denominated currency,
Indexed Currency, Base Exchange
Rate, and the Determination Date,
if applicable.
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<PAGE>
9. Price.
10. Agent's commission,
determined as provided in the
Distribution Agreement.
11. 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.
12. Any other terms necessary
to describe the Book-Entry Note.
(1) The Company will advise
the relevant DTC Agent by telephone
(confirmed in writing at any time
on the same date), written
telecommunication or electronic
transmission of the information
set forth in Settlement Procedure
"A" above. Each such
communication by the Company
shall constitute a representation
and warranty by the Company to
the DTC Agent for such Note, the
Trustee for such Note and the
Agent that (i) such Note is then,
and at the time of issuance and
sale thereof will be, duly
authorized for issuance and sale
by the Company and (ii) such
Note, and the Global Security
representing such Note, will
conform with the terms of the
Indenture for such Note. The DTC
Agent will then assign a CUSIP
number to the Global Security
representing such Book-Entry Note
and notify the Agent and the
Company by telephone (confirmed
in writing at any time on the
same date), written
telecommunication or electronic
transmission of such CUSIP number
as soon as practicable.
3. 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:
B-21
<PAGE>
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).
4. 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.
5. 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.
6. DTC will credit such
Book-Entry Note to such
DTC Agent's participant
account at DTC.
7. Such DTC Agent will enter an
SDFS deliver order through
DTC's Participant
B-21
<PAGE>
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.
8. 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.
9. Transfers of funds in
accordance with SDFS deliver
orders described in Settlement
Procedures "G" and "H" will be
settled in accordance with
SDFS operating procedures in
effect on the settlement date.
10. Such DTC Agent will, upon
receipt of funds from the
Agent in accordance with
Settlement Procedure "G,"
credit to an account of the
Company maintained at such DTC
Agent funds
B-22
<PAGE>
available for immediate use in
the amount transferred to such
DTC Agent in accordance with
Settlement Procedure "G."
11. 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.
12. Monthly, each DTC Agent will
send to the Company a
statement setting forth the
principal amount of
Registered Notes
Outstanding as of the date
of such statement and
setting forth a brief
description of any sales
of which the Company has
advised such DTC Agent but
which have not yet been
settled.
SETTLEMENT PROCEDURES
TIMETABLE: For sales by the Company of Book-Entry Notes solicited
by the Agent and accepted by the Company (except
pursuant to a Terms Agreement) for settlement on the
first Business Day after the sale date, Settlement
Procedures "A" through "K" set forth above shall be
completed as soon as possible but not later than the
respective times (New York City time) set forth below:
Settlement
Procedure Time
---------- ----
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before
settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:45 P.M. on settlement date
B-23
<PAGE>
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one Business Day
after the sale date, Settlement Procedures "A," "B" and
"C" shall be completed as soon as practicable but no
later than 11:00 A.M., 12:00 Noon and 2:00 P.M.,
respectively on the first Business Day after the sale
date. If the Initial Interest Rate for a Floating Rate
Book-Entry Note has not been determined at the time that
Settlement Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be completed as soon as
such rate has been determined but no later than 12:00
Noon and 2:00 P.M., respectively, on the Business Day
before the settlement date. Settlement Procedure "I" is
subject to extension in accordance with any extension of
Fedwire closing deadlines and in the other events
specified in SDFS operating procedures in effect on the
settlement date.
If settlement of a Book-Entry Note is rescheduled or
canceled, the DTC Agent for such Book-Entry Notes after
receiving notice from the Company or the Agent, will
deliver to DTC, through DTC's Participant Terminal
System, a cancellation message to such effect by no
later than 2:00 P.M. on the Business Day immediately
preceding the scheduled settlement date.
FAILURE TO SETTLE: If settlement of a Book-Entry Note is rescheduled and
the DTC Agent for such Note has not entered an SDFS
deliver order with respect to a Book-Entry Note pursuant
to Settlement Procedure "G," after receiving notice from
the Company or the Agent, such DTC Agent shall deliver
to DTC, through DTC's Participant Terminal System, as
soon as practicable, a withdrawal message instructing
DTC to debit 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
B-24
<PAGE>
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 "H" and
"G," respectively. Thereafter, the DTC Agent for such
Book-Entry Note will deliver the withdrawal message and
take the related actions described in the preceding
paragraph. If such failure shall have occurred for any
reason other than a default by the Agent in the
performance of its obligations hereunder and under the
Distribution Agreement, then
B-25
<PAGE>
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.
TRUSTEES NOT TO RISK
FUNDS: Nothing herein shall be deemed to require either Trustee
to risk or expend its own funds in connection with any
payment to the Company, DTC, the Agent or the purchaser,
it being understood by all parties that payments made by
either Trustee to the Company, DTC, the Agent or the
purchaser shall be made only to the extent that funds
are provided to such Trustee for such purpose.
AUTHENTICITY OF The Company will cause each of the Trustees to
SIGNATURES: furnish the Agent from time to time with the specimen
signatures of each of such Trustee's officers, employees
or agents who has been authorized by such Trustee to
authenticate Book-Entry Notes, but the Agent will not
have any obligation or liability to the Company or the
Trustee in respect of the authenticity of the signature
of any officer, employee or agent of the Company or the
Trustee on any Book-Entry Note.
PAYMENT OF The Agent shall forward to the Company, on a monthly
EXPENSES: basis, a statement of the out-of-pocket expenses
incurred by such
B-26
<PAGE>
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.
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.
<PAGE>
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.
B-27
<PAGE>
CURRENCY: The Specified Currency for a Certificated Note shall be
as set forth therein and in the applicable Pricing
Supplement.
Denominations: The denomination of any Certificated Note denominated in
U.S. dollars will be a minimum of $1,000 or any amount
in excess thereof that is an integral multiple of
$1,000. The authorized denominations of Certificated
Notes denominated in a Specified Currency other than
U.S. dollars shall be determined as set forth in the
applicable Pricing Supplement.
INTEREST: GENERAL. Unless otherwise indicated in the applicable
Pricing Supplement, interest, if any, on each
Certificated Note will accrue from the Original Issue
Date (or such other date on which interest otherwise
begins to accrue (if different from the Original Issue
Date)) of such Note for the first interest period or the
last date to which interest has been paid, if any, for
each subsequent interest period, on such Note, and will
be calculated and paid in the manner and on the dates
described in such Note and in the Prospectus, as
supplemented by the applicable Pricing Supplement.
Unless otherwise specified therein, each payment of
interest on a Certificated Note will include interest
accrued to but excluding the Interest Payment Date
(provided that, in the case of Certificated Notes which
reset daily or weekly, interest payments will include
accrued interest to and including the next preceding
Regular Record Date), except that at Stated Maturity,
the interest payable will include interest accrued to,
but excluding, the stated Maturity (other than a
Maturity of a Fixed Rate Certificated Note occurring on
the 31st day of a month, in which case such payment of
interest will include interest accrued to but excluding
the 30th day of such month).
REGULAR RECORD DATES. The Regular Record Dates with
respect to any Interest Payment Date for a Fixed Rate
Note, Floating Rate Note or Indexed Rate Note shall be
the date (whether or not a Business Day) fifteen
calendar days
B-28
<PAGE>
immediately preceding such Interest Payment Date.
PAYMENTS OF The applicable Trustee will pay the principal amount of
INTEREST: each Certificated Note at Maturity or upon redemption
upon presentation and surrender of such Note to such
Trustee. 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 such
Trustee and in turn by the holder of such Note.
Certificated Notes presented to such Trustee at Maturity
or upon redemption for payment will be canceled and
destroyed by such Trustee, 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 such Trustee (or another person
appointed by such Trustee) and mailed by such Trustee 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, such Trustee 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. Such Trustee 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 such Trustee.
B-29
<PAGE>
The Company will be responsible for withholding taxes on
interest paid on Certificated Notes as required by
applicable law.
If any Interest Payment Date for or the Maturity of a
Certificated Note is not a Business Day, the payment due
on such day shall be made on the next succeeding
Business Day and no interest shall accrue on account of
such delayed payment. 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 time
SETTING AND POSTING: 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 Agent
REJECTION OF ORDERS: 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
B-30
<PAGE>
adequate time to prepare and authenticate such Note.
PREPARATION OF PRICING If any order to purchase a Certificated Note is accepted
SUPPLEMENT: 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 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 and will, on the
Agent's behalf, file three copies of the Pricing
Supplement with the NASD. The Agent will cause a
Prospectus and Pricing Supplement to be delivered to the
purchaser of such Certificated Note.
Copies of the appropriate number of Pricing Supplements
shall be delivered to the Agent at the following
addresses by 11:00 A.M., New York City time, on the
Business Day following the acceptance of an offer by or
on behalf of the Company: Salomon Smith Barney Inc., 7
World Trade Center, New York, New York 10048 (with a
copy transmitted by telecopy to (212) 783-2274,
Attention: Medium Term Note Department).
In each instance that a Pricing Supplement is prepared,
the Presenting Agent will affix the Pricing Supplement
to Prospectuses prior to their use. Outdated Pricing
Supplements and the Prospectuses to which they are
attached (other than those retained for files), will be
destroyed.
SUSPENSION OF Subject to the Company's representations, warranties and
SOLICITATION; covenants contained in the Distribution Agreement, the
AMENDMENT OR Company may instruct the Agent to suspend at any time
SUPPLEMENT: 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.
B-31
<PAGE>
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
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 authenti-
B-32
<PAGE>
cated Certificated Note delivered to the Agent and the
Agent's delivery of such Certificated Note against
receipt of immediately available funds shall, with
respect to such Certificated Note, constitute
"settlement." All orders accepted by the Company will be
settled on the fifth Business Day next succeeding the
date of acceptance pursuant to the timetable for
settlement set forth below, unless the Company and the
purchaser agree to settlement on another day which shall
be no earlier than the next Business Day following the
date of sale.
SETTLEMENTPROCEDURES: 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:
13. 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
B-33
<PAGE>
Period, Interest Reset Dates, Index Maturity, Spread
and/or Spread Multiplier (if any), Minimum Interest Rate
(if any), Maximum Interest Rate (if any) and reset
provisions (if any).
8. Interest Payment Dates and the Interest
Payment Period.
9. Specified Currency.
10. Denominated Currency, Indexed
Currency, Base Exchange Rate and the Determination Date,
if applicable.
11. Redemption, repayment, amortization or
extension provisions, if any.
12. Settlement Date.
13. Price (including currency).
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.
14. 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.
15. 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:
1. Certificated Note with customer confirmation.
B-34
<PAGE>
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
16. 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.
17. 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.
18. The Trustee will send Stub Three to the Company by
first-class mail.
SETTLEMENT For orders of Certificated Notes solicited by the Agent,
PROCEDURES as agent, and accepted by the Company, Settlement
TIMETABLE: Procedures "A" through "F" set
B-35
<PAGE>
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 OPTIONAL
COMPANY'S EXERCISE RESET. Not less than 45 or more than 60 days before an
OF OPTIONAL RESET Optional Reset Date as set forth in a Certificated Note,
OR EXTENSION OF the Company will notify the Trustee for such
MATURITY: Certificated Note whether it is exercising its option to
reset the interest rate or Spread or Spread Multiplier,
as the case may be, for such Certificated Note, and if
so, (i) the new interest rate or Spread or Spread
Multiplier, as the case may be, for such Certificated
Note during the period from such Optional Reset Date to
the next Optional Reset Date as set forth in such
Certificated Note or, if there is no such next Optional
Reset Date, to the Stated Maturity of such Certificated
Note (the "Subsequent Interest Period"); and (ii) the
provisions, if any, for redemption of such Certificated
Note during such Subsequent Interest Period, including
the date or dates on which or the period or periods
during which such redemption may occur during such
Subsequent Interest Period.
COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL
EXTENSION OF MATURITY. If the Company elects to exercise
an option, as set forth in a Certificated Note, to
extend the Stated Maturity of such Note, it will so
notify the Trustee for such Certificated Note not less
than 45 or more than 60 days before the Stated Maturity
B-36
<PAGE>
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 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
B-37
<PAGE>
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 such Trustee an amount of money sufficient
to pay the principal amount, plus interest accrued to
such old Stated Maturity or Optional Reset Date, as the
case may be, for all the Certificated Notes or portions
thereof for which such Trustee serves as Trustee and
which are to be repaid on such old Stated Maturity or
Optional Reset Date, as the case may be. Such Trustee
will use such money to repay such Certificated Notes
pursuant to the terms set forth in such Notes.
PROCEDURES UPON COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL
COMPANY'S EXERCISE REDEMPTION. At least 45 days prior to the date on which
OF OPTIONAL it intends to redeem a Certificated Note, the Company
REDEMPTION: will notify the Trustee for such Certificated Note that
it is exercising such option with respect to such Note
on such date.
B-38
<PAGE>
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 TRUSTEE NOTICE TO COMPANY OF OPTION TO BE REPAID.
AND INTEREST UPON Upon receipt of notice of exercise of the option for
EXERCISE OF OPTIONAL repayment and the Certificated Notes to be repaid as set
REPAYMENT (EXCEPT forth in such Notes, the Trustee for such Certificated
PURSUANT TO COMPANY'S Notes shall (unless such notice was received pursuant
EXERCISE OF to the Company's exercise of an optional reset or an
OPTIONAL RESET OR optional extension of maturity, in each of which cases
OPTIONAL EXTENSION): the relevant procedures set forth above shall be
followed) give notice to the Company not less than 20
days prior to each Optional Repayment Date of such
Optional Repayment Date and of the principal amount of
Certificated Notes to be repaid on such Optional
Repayment Date.
FAILURE TO SETTLE: If a purchaser fails to accept delivery of and make
payment for any Certificated Note, the Agent will notify
the Company and the applicable Trustee by telephone and
return such Note to the applicable Trustee. Upon receipt
of such notice, the Company will immediately wire
transfer to the account of the Agent an amount equal to
the amount previously credited thereto in respect of
such Note. Such wire transfer will be made on the
Settlement Date, if possible, and in any event not later
than the Business Day following the settlement date. If
the failure shall have occurred for any reason other
than a default by the Agent in the performance of its
obligations 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
B-39
<PAGE>
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.
<PAGE>
TRUSTEES NOT TO RISK Nothing herein shall be deemed to require either Trustee
FUNDS: to risk or expend its own funds in connection with any
payment to the Company, the Agent or the purchaser, it
being understood by all parties that payments made by
either Trustee to the Company, the Agent or the
purchaser shall be made only to the extent that funds
are provided to such Trustee for such purpose.
AUTHENTICITY OF The Company will cause each Trustee to furnish the Agent
SIGNATURES: from time to time with the specimen signatures of each
of such Trustee's officers, employees or agents who has
been authorized by such Trustee to authenticate
Certificated Notes, but the Agent will not have any
obligation or liability to the Company or a Trustee in
respect of the authenticity of the signature of any
officer, employee or agent of the Company or a Trustee
on any Certificated Note.
PAYMENT OF EXPENSES: The Agent shall forward to the Company, on a monthly
basis, a statement of the out-of-pocket expenses
incurred by the Agent during that month that are
reimbursable to it pursuant to the terms of the
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-40
<PAGE>
Exhibit C
---------
The Deputy General Counsel of the Company (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 so to 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 except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law),
and except further as enforcement thereof may be limited by (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 sale and the issuance of the Notes have been duly authorized by all
requisite corporate action on the part of the Company, and the Notes, when
executed and authenticated in accordance with the terms of the applicable
Indenture and delivered and paid for in accordance with the terms of the
Distribution Agreement, will be valid and binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to
the benefits of the Indenture, except to the extent that enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law),
and except further as enforcement thereof may
C-2
<PAGE>
limited by (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. The
Notes conform in all material respects to the descriptions thereof in the
Prospectus dated June 19, 2000 and the Prospectus Supplement dated June 19, 2000
(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 me 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 as to the securities or Blue Sky laws of any
jurisdiction other than as the Company or a material subsidiary may be the
subject of an order with respect to such laws of any government agency or body
or any court having jurisdiction over the Company or any material subsidiary of
the Company;
9. There are no contracts, agreements or understandings known to me between the
Company and any person granting such person the right to require the Company to
include any securities of the Company owned or to be owned by such person in the
securities registered pursuant to the Company's Registration Statement on Form
S-3 (Registration No. 333-37992, the "Registration Statement"); and
10. The Registration Statement was declared effective under the Act, and, to the
best of my knowledge, no stop order suspending the effectiveness of the
Regis-
C-3
<PAGE>
tration Statement has been issued and no proceedings for that purpose have been
instituted or are pending or have been communicated by the Securities and
Exchange Commission to the Company as being contemplated by it under the Act.
The Registration Statement, as of its effective date, and the Prospectus as of
the date of the Prospectus Supplement and as of the date hereof, comply as to
form in all material respects with the requirements of the Act, the Exchange Act
and the Trust Indenture Act and the applicable rules and regulations thereunder
(except as to the financial statements or other data of a financial or
statistical nature or the Statements of Eligibility (Forms T-1) under the Trust
Indenture Act of the Trustee, as to which no opinion is expressed); such counsel
has no reason to believe that the Registration Statement, as of its effective
date, contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus, as of the date of the
Prospectus Supplement or as of the date hereof, contained or contains any untrue
statement of a material fact or omitted or omits to state any material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading (except as to the financial
statements or other data of a financial or statistical nature, as to which no
opinion is expressed). The descriptions in the Registration Statement and the
Prospectus of statutes, legal and governmental proceedings and contracts and
other documents are accurate and fairly present the information required to be
shown; and such counsel does not know of any legal or governmental proceedings
required to be described in the Registration Statement or Prospectus which are
not described as required or of any contracts or documents of a character
required to be described in the 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
shall not have 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 10 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 shall have gained in her capacity as Deputy General Counsel to the
Company, but without any independent check or verification on such counsel's
part.
C-4
<PAGE>
Exhibit D
---------
Dewey Ballantine LLP (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 Company has been incorporated and is subsisting as a
corporation in good standing under the laws of the State of Delaware (the
opinion set forth in this paragraph 1 with respect to the subsistence and good
standing of the Company may be based solely on a certificate of the Secretary of
State of Delaware).
2. Each of the Senior Debt Indenture and the Subordinated Debt
Indenture has been duly authorized, executed and delivered by the Company and is
a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except to the extent that enforcement thereof may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws now or hereafter in effect relating to creditors'
rights generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), (c)
requirements that a claim with respect to any Notes denominated other than in
U.S. dollars (or a judgment denominated other than in U.S. dollars 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 and (d) governmental authority to
limit, delay or prohibit the making of payments, in foreign currency, currency
units or composite currencies, outside the United States.
3. The issuance and sale of the Notes has been duly authorized by
requisite corporate action on the part of the Company, and the Notes, when
executed and authenticated in accordance with the terms of the applicable
Indenture, when the terms of the Notes have been fixed by the Funding Committee
in conformity with the applicable Indenture and the resolutions of the Board of
Directors and the Funding Committee, and when the Notes have been issued, sold
and delivered to and paid for by you in accordance with the Distribution
Agreement, will be valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable against the Company in accordance with
their terms, except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws now or hereafter in effect relating to creditors' rights generally,
(b) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity), (c) requirements that a claim
with respect to any Notes denominated other than in U.S. dollars (or a judgment
denominated other than in U.S. dollars 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 and (d) governmental authority to limit, delay or prohibit the
making of payments in foreign currency, currency units or composite currencies,
D-1
<PAGE>
outside the United States. Such counsel may also assume that at the time of the
issuance, sale and delivery of each particular Note there will not have occurred
any change in law affecting the validity, legally binding character or
enforceability of such Note and that the issuance, sale and delivery of such
Note, all of the terms of such Note and the performance by the Company of its
obligations thereunder will comply with applicable law and with each requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company and will not result in a default under or a breach of any
agreement or instrument then binding upon the Company.
4. The statements made in the Prospectus dated June 19, 2000 under
the caption "Description of Debt Securities" and in the Prospectus Supplement
dated June 19, 2000 under the caption "Description of Notes," insofar as they
purport to constitute summaries of the terms of documents referred to therein,
fairly summarize the terms of such documents in all material respects.
5. The Distribution Agreement has been duly authorized, executed and
delivered by the Company.
6. The Registration Statement, as of its effective date, and the
Prospectus, as of the date of the Prospectus Supplement, appeared on their face
to be appropriately responsive in all material respects to the requirements of
the Act and the Rules and Regulations, except that in each case such counsel
need not express any opinion as to the financial statements, schedules or other
financial data included or incorporated by reference therein or excluded
therefrom or the exhibits to the Registration Statement, including the
Statements of Eligibility under The Trust Indenture Act of 1939 on Forms T-1,
and we do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and the
Prospectus.
7. The Registration Statement was declared effective under the Act
and that each of the Indentures has been qualified under the Trust Indenture Act
of 1939, as amended, on June 19, 2000 and, to the best of such counsel's
knowledge, no stop order suspending its effectiveness has been issued and no
proceedings for that purpose have been instituted or are pending or threatened
by the Commission.
D-2
<PAGE>
Exhibit E
---------
Letter from Accountants
-----------------------
E-1
<PAGE>
Exhibit F
---------
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES C
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 June 19, 2000 (the "Distribution Agreement") between
Citigroup Inc., a Delaware corporation ("Citigroup"), and Salomon Smith Barney
Inc., as Agent, relating to the issue and sale from time to time of Citigroup's
Medium-Term Senior Notes, Series C, Due Nine Months or More from the Date of
Issue (the "Senior Notes") and Citigroup's Medium-Term Subordinated Notes,
Series C, 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
F-1
<PAGE>
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
<PAGE>
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:
F-3
<PAGE>
Schedule I
----------
Agent(s)
--------
F-4
<PAGE>
Annex A
-------
Form of Distribution Agreement
------------------------------
F-5
