TERMS AGREEMENT
May 12, 2003
Citigroup Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $1,500,000,000 aggregate principal amount of its debt
securities (the "Securities"). Subject to the terms and conditions set forth
herein or incorporated by reference herein, we, Citigroup Global Markets Inc.,
Bear, Xxxxxxx & Co. Inc., Xxxxxxxx & Partners, L.P., Xxxxxx Brothers Inc.,
Sandler X'Xxxxx & Partners, L.P. SunTrust Capital Markets, Inc., Xxxxxxxx
Capital Partners, L.P. and Wachovia Securities Inc., as underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 99.825% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
May 19, 2003, at 8:30 A.M. at the Corporate Law offices of the Company located
at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: ............................................. Floating Rate Notes Due 2006
Maturity: .......................................... May 19, 2006
Interest Rate: ..................................... Three-month LIBOR (Telerate) plus 0.125%, determined
as set forth in the Prospectus Supplement, dated May
12, 2003, to the Prospectus, dated January 29, 2003
Interest Payment Dates: ............................ Quarterly on the 19th of February, May, August and
November, commencing August 19, 2003
Initial Price to Public: ........................... 100.000% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance
Redemption Provisions: ............................. The Securities are not redeemable by the Company
prior to maturity, except upon the occurrence of
certain events involving United States taxation, as
set forth in the Prospectus Supplement, dated May 12,
2003, to the Prospectus, dated January 29, 2003
Record Date: ....................................... The business day preceding each Interest Payment Date
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Additional Terms:
The Securities shall be issuable as Registered Securities only. The
Securities will be initially represented by one or more global Securities
registered in the name of The Depository Trust Company ("DTC") or its nominees,
as described in the Prospectus Supplement relating to the Securities. Beneficial
interests in the Securities will be shown on, and transfers thereof will be
effected only through, records maintained by DTC, Euroclear Bank S.A./N.V., as
operator of the Euroclear System, and Clearstream International and their
respective participants. Owners of beneficial interests in the Securities will
be entitled to physical delivery of Securities in certificated form only under
the limited circumstances described in the Prospectus Supplement. Principal and
interest on the Securities shall be payable in United States dollars. The
provisions of Sections 11.03 and 11.04 of the Indenture relating to defeasance
shall apply to the Securities.
All the provisions contained in the document entitled "Primerica
Corporation -- Debt Securities -- Underwriting Agreement -- Basic Provisions"
and dated January 12, 1993 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) all references to Primerica Corporation shall refer
to Citigroup Inc.;
(b) in the second line of Section 2(a), delete
"33-55542), including a prospectus" and insert in lieu thereof
"333-102206), including a prospectus" and any reference in the Basic
Provisions to the "Registration Statement" shall be deemed to be a
reference to such registration statement on Form S-3;
(c) in the fourth line of the third paragraph of Section
3, delete the phrase "certified or official bank check or checks in New
York Clearing House (next day)" and insert in lieu thereof "wire
transfer of federal or other same day";
(d) in the fourteenth line of the third paragraph of
Section 3, delete the word "definitive" and insert in lieu thereof
"global";
(e) in the fourth line fifth paragraph of Section 3,
delete the phrase "certified or official bank check in New York
Clearing House (next day)" and insert in lieu thereof "wire transfer of
federal or other same day";
(f) in the ninth line of Section 6(a), delete "such
registration statement when it became effective, or in the Registration
Statement" and insert in lieu thereof "the Registration Statement";
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(g) in the eighth line of Section 6(b), delete "in any
part of such registration statement when it became effective, or in the
Registration Statement" and insert in lieu thereof "the Registration
Statement"; and
(h) in the sixth line of Section 10, delete "65 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000" and insert in lieu thereof "399 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000"
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange.
The Company further agrees and hereby represents that it has been
informed of the guidance relating to stabilization provided by the Financial
Services Authority, in particular in the section MAR 2 Annex 2G of the Financial
Services Handbook, and has not taken or omitted to take any action and will not
take any action or omit to take any action (such as issuing any press release
relating to any Securities without the Stabilization/FSA legend) which may
result in the loss by any of the Underwriters of the ability to rely on any
stabilization safe harbor provided by the Financial Services Authority under the
Financial Services and Markets Xxx 0000.
The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Each Underwriter further agrees and hereby represents that:
(a) it has not offered or sold and, prior to the
expiration of the period of six months from the Closing Date for the
issuance of the Securities, will not offer or sell any Securities to
persons in the United Kingdom, except to those persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments, as principal or agent, for the purposes of their
businesses or otherwise in circumstances which have not resulted and
will not result in an offer to the public in the United Kingdom for
purposes of the Public Offers of Securities Regulations 1995;
(b) it has complied and will comply with all applicable
provisions of the Financial Services and Markets Xxx 0000 ("FSMA") with
respect to anything done by it in relation to the Securities in, from
or otherwise involving the United Kingdom;
(c) it has only communicated or caused to be communicated
and it will only communicate or cause to be communicated an invitation
or inducement to engage in investment activity (within the meaning of
Section 21 of FSMA) received by it in connection with the issue or sale
of the Securities in circumstances in which Section 21(1) of FSMA does
not apply the Company;
(d) it will not offer or sell any Securities directly or
indirectly in Japan or to, or for the benefit of, any Japanese person
or to others, for re-offering or re-sale directly or indirectly in
Japan or to any Japanese person except under circumstances which will
result in compliance with all applicable laws, regulations and
guidelines promulgated by the relevant governmental and regulatory
authorities in effect at the relevant time. For purposes of this
paragraph, "Japanese person" means any person resident in Japan,
including any corporation or other entity organized under the laws of
Japan;
(e) it is aware of the fact that no German selling
prospectus (Verkaufsprospekt) has been or will be published in respect
of the sale of the Securities and that it will comply with the
Securities Selling Prospectus Act (the "SSPA") of the Federal Republic
of Germany
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(Wertpapier-Verkaufsprospektgesetz). In particular, each Underwriter
represents that it has undertaken not to engage in a public offering
(offentliche Anbieten) in the Federal Republic of Germany with respect
to any Securities otherwise than in accordance with the SSPA and any
other act replacing or supplementing the SSPA and all the other
applicable laws and regulations;
(f) the Securities are being issued and sold outside the
Republic of France and that, in connection with their initial
distribution, it has not offered or sold and will not offer or sell,
directly or indirectly, any Securities to the public in the Republic of
France, and that it has not distributed and will not distribute or
cause to be distributed to the public in the Republic of France the
Prospectus Supplement, the Prospectus or any other offering material
relating to the Securities;
(g) it and each of its affiliates has not offered or
sold, and it will not offer or sell, the Securities by means of any
document to persons in Hong Kong other than persons whose ordinary
business it is to buy or sell shares or debentures, whether as
principal or agent, or otherwise in circumstances which do not
constitute an offer to the public within the meaning of the Hong Kong
Companies Ordinance (Chapter 32 of the Laws of Hong Kong), and unless
permitted to do so under the securities laws of Hong Kong, no person
has issued or had in its possession for the purposes of issue, and will
not issue or have in its possession for the purpose of issue, any
advertisement, document or invitation relating to the Securities other
than with respect to the Securities to be disposed of to persons
outside Hong Kong or only to persons whose business involves the
acquisition, disposal or holding of securities, whether as principal or
agent; and
(h) it acknowledges that the Securities may not be
offered, sold, transferred or delivered in or from The Netherlands as
part of their initial distribution or at any time thereafter directly
or indirectly, other than to individuals or legal entities (which
include, but are not limited to, banks, brokers, dealers or finance
companies which are subject to adequate supervision), institutional
investors, insurance companies, pension funds, central governments and
large public international organizations and large undertakings
(through their treasury department) which are listed on a sufficiently
regulated stock exchange, who or which regularly trade or invest in
securities in the conduct of a business or a profession for their own
account, all within the meaning of the Securities Transactions
Supervision Xxx 0000 (Wet Toezicht Effectenverkeer 1995).
In addition to the legal opinions required by Sections 5(c) and 5(d) of
the Basic Provisions, the Underwriters shall have received an opinion of
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special U.S. tax counsel to the
Company, dated the Closing Date, to the effect that although the discussion set
forth in the Prospectus Supplement under the heading "United States Federal
Income Tax Considerations For Non-United States Holders" does not purport to
discuss all possible United States federal income tax consequences of the
purchase, ownership and disposition of the Securities to non-United States
holders of the Securities, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership and disposition of the Securities to
non-United States holders of the Securities.
Xxxx X. Xxx, Esq., Associate General Counsel of the Company, is counsel
to the Company. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is special U.S. tax
counsel to the Company. Cleary, Gottlieb, Xxxxx & Xxxxxxxx is counsel to the
Underwriters.
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Please accept this offer no later than 9:00 p.m. Eastern Time on May
12, 2003 by signing a copy of this Terms Agreement in the space set forth below
and returning the signed copy to us, or by sending us a written acceptance in
the following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated May 12,
2003, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.,
on behalf of the Underwriters named herein
By: /s/ G. Xxxxx Xxxx Xx.
---------------------
Name: Xxxxx Xxxx
Title: Vice President
ACCEPTED:
CITIGROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Treasurer
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ANNEX A
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF SECURITIES
------------------------------- ------------------------------
Citigroup Global Markets Inc. $1,275,000,000
Bear, Xxxxxxx & Co. Inc. 45,000,000
Xxxxxxxx & Partners, L.P. 45,000,000
Xxxxxx Brothers Inc. 45,000,000
Sandler X'Xxxxx & Partners, L.P. 22,500,000
SunTrust Capital Markets, Inc. 22,500,000
Xxxxxxxx Capital Partners, L.P. 22,500,000
Wachovia Securities, Inc. 22,500,000
--------------
TOTAL $1,500,000,000
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