Exhibit 4.4
CITIGROUP INC.
5.00% Subordinated Notes due 2014
REGISTRATION RIGHTS AGREEMENT
New York, New York
September 16, 2004
Citigroup Global Markets Inc.
as Dealer Manager
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Citigroup Inc., a corporation organized under the laws of the
state of Delaware ("Citigroup"), proposes to issue its 5.00% Subordinated Notes
due 2014 (the "New Notes") as part of an exchange offer (the "Initial Exchange
Offer") for its outstanding 7.25% Subordinated Notes due 2010 (the "Old Notes"),
upon the terms set forth in a Dealer Manager Agreement (the "Dealer Manager
Agreement") dated August 9, 2004, between Citigroup and you, as the dealer
manager (the "Dealer Manager"), relating to the Initial Exchange Offer. The New
Notes are to be issued under the subordinated debt indenture dated as of April
12, 2001, as amended and supplemented by the first supplemental indenture dated
August 2, 2004 and the second supplemental indenture dated as of September 16,
2004 (together, the "Indenture"), each between Citigroup and ▇.▇. ▇▇▇▇▇▇ Trust
Company, National Association, as successor-in-interest to Bank One Trust
Company, National Association, as trustee (the "Trustee"). To induce the Dealer
Manager to enter into the Dealer Manager Agreement and to satisfy a condition to
your obligations thereunder, Citigroup agrees with you for your benefit and the
benefit of the holders (each a "Holder" and, collectively, the "Holders") from
time to time of the New Notes or the Exchange Notes (as hereinafter defined), as
follows:
1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Dealer Manager
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:
"Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.
"Additional Interest" shall have the meaning set forth in
Section 5(a) hereto.
"Affiliate" shall have the meaning specified in Rule 405 under
the Act and the terms "controlling" and "controlled" shall have meanings
correlative thereto, except that, with respect to Citigroup, Affiliate shall not
include the Dealer Manager and, with respect to the Dealer Manager, Affiliate
shall not include Citigroup.
"Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.
"Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.
"Citigroup" shall have the meaning set forth in the preamble
hereto.
"Commission" shall mean the Securities and Exchange
Commission.
"Dealer Manager" shall have the meaning set forth in the
preamble hereto.
"Dealer Manager Agreement" shall have the meaning set forth in
the preamble hereto.
"DTC" shall have the meaning set forth in Section 4(l)(A)
hereto.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.
"Exchange Notes" shall mean debt securities of Citigroup
identical in all material respects to the New Notes (except that the interest
rate step-up and purchase provisions and the transfer restrictions shall be
modified or eliminated, as appropriate) and to be issued under the Indenture.
"Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.
"Exchange Offer Registration Statement" shall mean a
registration statement of Citigroup on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.
"Exchanging Dealer" shall mean any Holder that is a
Broker-Dealer and elects to exchange for Exchange Notes any New Notes that it
acquired for its own account as a result of market-making activities or other
trading activities (but not directly from Citigroup or any Affiliate of
Citigroup) for Exchange Notes.
"Expiration Date" shall have the meaning set forth in Section
2(c)(ii) hereto.
"Fee" shall have the meaning set forth in the Dealer Manager
Agreement.
"Holder" and "Holders" shall have the respective meanings set
forth in the preamble hereto.
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"Indenture" shall have the meaning set forth in the preamble
hereto.
"Initial Exchange Offer" shall have the meaning set forth in
the preamble hereto.
"Losses" shall have the meaning set forth in Section 7(d)
hereof.
"Majority Holders" shall mean, on any date, the Holders of a
majority of the aggregate principal amount of the New Notes registered or to be
registered under a Registration Statement.
"Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that administer an underwritten
offering, if any, under a Registration Statement.
"New Notes" shall have the meaning set forth in the preamble
hereto.
"Old Notes" shall have the meaning set forth in the preamble
hereto.
"Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the New Notes or the Exchange Notes covered by
such Registration Statement, and all amendments and supplements thereto,
including any and all exhibits thereto and any information incorporated by
reference therein.
"Registered Exchange Offer" shall mean the proposed offer of
Citigroup to issue and deliver to the Holders of the New Notes that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the New Notes, a like aggregate principal amount of the
Exchange Notes.
"Registrable Securities" shall mean each New Note or Exchange
Note until the earliest to occur of: (i) the date on which such New Note or
Exchange Note has been registered under a Registration Statement and disposed of
in accordance therewith; (ii) the date on which such New Note or Exchange Note
is distributed to the public pursuant to Rule 144 under the Act or any successor
rule or regulation thereto that may be adopted by the Commission; (iii) the date
on which such New Note is exchanged in the Registered Exchange Offer for an
Exchange Note that may be resold to the public without complying with the
prospectus delivery requirements of the Act (provided that no Exchange Note held
by an Exchanging Dealer shall cease to constitute a Registrable Security
pursuant to this clause (iii) unless and until disposed of pursuant to the
underwriting or plan of distribution section (or similarly entitled section)
contemplated by the Exchange Offer Registration Statement (including the
delivery of the Prospectus contained therein); or (iv) following the exchange by
an Exchanging Dealer in the Registered Exchange Offer of a New Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such Exchanging Dealer on or before the date of such sale a copy
of a Prospectus complying with the requirements of the Act.
"Registrar" shall have the meaning set forth in the Indenture.
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"Registration Default" shall have the meaning set forth in
Section 5(a) hereof.
"Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
New Notes or the Exchange Notes pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.
"Settlement Date" shall mean the date on which the Initial
Exchange Offer has been consummated.
"Shelf Registration" shall mean a registration under the Act
effected pursuant to Section 3 hereof.
"Shelf Registration Period" shall have the meaning set forth
in Section 3(b)(ii) hereof.
"Shelf Registration Statement" shall mean a "shelf"
registration statement of Citigroup pursuant to the provisions of Section 3
hereof which covers some or all of the New Notes, on an appropriate form under
Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"Transferability Date" shall have the meaning set forth in
Section 5(a) hereof.
"Trustee" shall have the meaning set forth in the preamble
hereto.
"Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.
"underwriter" shall mean any underwriter of New Notes in
connection with an offering thereof under a Shelf Registration Statement.
2. Registered Exchange Offer. (a) Citigroup shall prepare and,
not later than 120 days following the Settlement Date (or if such 120th day is
not a Business Day, the next succeeding Business Day), shall file with the
Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. Citigroup shall use its reasonable best efforts to
(i) cause the Exchange Offer Registration Statement to be declared effective
under the Act within 180 days of the Settlement Date (or if such 180th day is
not a Business Day, the next succeeding Business Day); and (ii) consummate the
Registered Exchange Offer within 210 days of the Settlement Date (or if such
210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration
Statement, Citigroup shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange New Notes for
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Exchange Notes (assuming that such Holder is not an Affiliate of Citigroup,
acquires the Exchange Notes in the ordinary course of such Holder's business,
has no arrangements with any person to participate in the distribution of the
Exchange Notes and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange Notes
from and after their receipt without any limitations or restrictions under the
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer,
Citigroup shall:
(i) mail to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;
provided however, if Citigroup is unable to ascertain a mailing address
for any Holder, such Holder will be deemed to have received the
documents referred to above upon delivery of such documents to The
Depository Trust Company for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not
less than 30 Business Days and not more than 60 Business Days after the
date on which notice thereof is mailed to the Holders (or, in each
case, longer if required by applicable law) (the "Expiration Date");
(iii) use its reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective under the
Act, supplemented and amended as required under the Act to ensure that
it is available for sales of Exchange Notes by Exchanging Dealers
during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the
Registered Exchange Offer with an address in the Borough of Manhattan
in New York City, which may be the Trustee or an Affiliate thereof;
(v) permit Holders to withdraw tendered New Notes at
any time prior to the close of business on the Expiration Date;
(vi) prior to effectiveness of the Exchange Offer
Registration Statement, provide a supplemental letter to the Commission
(A) stating that Citigroup is conducting the Registered Exchange Offer
in reliance on the position of the Commission in Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc.
(pub. avail. June 5, 1991), and (B) including a representation that
Citigroup has not entered into any arrangement or understanding with
any person to distribute the Exchange Notes to be received in the
Registered Exchange Offer and that, to the best of Citigroup's
information and belief, each Holder participating in the Registered
Exchange Offer is acquiring the Exchange Notes in the ordinary course
of business and has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all applicable
laws.
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(d) As soon as practicable after the close of the Registered
Exchange Offer, Citigroup shall:
(i) accept for exchange all New Notes tendered and
not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in
accordance with Section 4(t) all New Notes so accepted for exchange;
and
(iii) cause the Trustee promptly to authenticate and
deliver to each Holder of New Notes a principal amount of Exchange
Notes equal to the principal amount of the New Notes of such Holder so
accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the Exchange Notes (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of Exchange
Notes obtained by such Holder in exchange for New Notes acquired by such Holder
directly from Citigroup or one of its Affiliates. Accordingly, each Holder
participating in the Registered Exchange Offer shall be required to represent to
Citigroup that, at the time of the consummation of the Registered Exchange
Offer:
(i) any Exchange Notes received by such Holder will
be acquired in the ordinary course of such Holder's business;
(ii) such Holder will have no arrangement or
understanding with any person to participate in the distribution of the
New Notes or the Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of Citigroup.
3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, Citigroup
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated within 210
days of the Settlement Date; or (iii) any Holder is not eligible to participate
in the Registered Exchange Offer, Citigroup shall effect a Shelf Registration
Statement in accordance with subsection (b) below.
(b) (i) Citigroup shall as promptly as practicable (but in no
event more than 120 days after so required or requested pursuant to this Section
3), file with the Commission and thereafter shall use its reasonable best
efforts to cause to be declared effective under the Act
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within 180 days after so required or requested a Shelf Registration Statement
relating to the offer and sale of the New Notes by the Holders thereof from time
to time in accordance with the methods of distribution elected by such Holders
and set forth in such Shelf Registration Statement; provided, however, that no
Holder shall be entitled to have the New Notes held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder; and provided
further that with respect to a Shelf Registration Statement required pursuant to
clause (ii) of Section 3(a), the consummation of a Registered Exchange Offer
shall relieve Citigroup of its obligations under this Section 3(b) but only in
respect of its obligations under such clause (ii) of Section 3(a).
(ii) Citigroup shall use its reasonable best efforts
to keep the Shelf Registration Statement continuously effective,
supplemented and amended as required by the Act, in order to permit the
Prospectus forming part thereof to be usable by Holders until the
expiration of the period referred to in Rule 144(k) under the Act (in
no event exceeding two years from the date hereof or such shorter
period that will terminate when all the New Notes covered by the Shelf
Registration Statement have been sold pursuant to the Shelf
Registration Statement (in any such case, such period being called the
"Shelf Registration Period"). Citigroup shall be deemed not to have
used its reasonable best efforts to keep the Shelf Registration
Statement effective during the requisite period if it voluntarily takes
any action that would result in Holders of New Notes covered thereby
not being able to offer and sell such New Notes during that period,
unless (A) such action is required by applicable law; or (B) such
action is taken by Citigroup in good faith and for valid business
reasons (not including avoidance of Citigroup's obligations hereunder),
including the acquisition or divestiture of assets, so long as
Citigroup promptly thereafter complies with the requirements of Section
4(k) hereof, if applicable.
(iii) Citigroup shall cause the Shelf Registration
Statement and the related Prospectus and any amendment or supplement
thereto, as of the effective date of the Shelf Registration Statement
or such amendment or supplement, (A) to comply in all material respects
with the applicable requirements of the Act and the rules and
regulations of the Commission; and (B) not to contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements
therein (in the case of the Prospectus contained therein, in the light
of the circumstances under which they were made) not misleading.
4. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.
(a) Citigroup shall:
(i) furnish to you, not less than five Business Days
prior to the filing thereof with the Commission, a copy of any Exchange
Offer Registration Statement and any Shelf Registration Statement, and
each amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein (including all documents incorporated by
reference therein after the initial filing) and shall use its best
efforts to
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reflect in each such document, when so filed with the Commission, such
comments as you reasonably propose;
(ii) include the information set forth in (A) Annex A
hereto on the facing page of the Exchange Offer Registration Statement;
(B) Annex B hereto in the forepart of the Exchange Offer Registration
Statement in a section setting forth details of the Registered Exchange
Offer; (C) Annex C hereto in the underwriting or plan of distribution
section of the Prospectus contained in the Exchange Offer Registration
Statement; and (D) Annex D hereto in the letter of transmittal
delivered pursuant to the Registered Exchange Offer; and
(iii) in the case of a Shelf Registration Statement,
include the names of the Holders that propose to sell New Notes
pursuant to the Shelf Registration Statement as selling security
holders.
(b) Citigroup shall ensure that:
(i) any Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any amendment or
supplement thereto complies in all material respects with the Act and
the rules and regulations thereunder; and
(ii) any Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading.
(c) Citigroup shall advise you, the Holders of New Notes or
Exchange Notes, as the case may be, covered by any Registration Statement and
any Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to Citigroup a telephone or facsimile number and address for
notices, and, if requested by you or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii) through
(v) hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until Citigroup shall have remedied the basis for such suspension):
(i) when a Registration Statement and any amendment
thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for any
amendment or supplement to the Registration Statement or the Prospectus
or for additional information;
(iii) of the issuance by the Commission of any stop
order suspending the effectiveness of a Registration Statement or the
institution or threatening of any proceeding for that purpose;
(iv) of the receipt by Citigroup of any notification
with respect to the suspension of the qualification of the securities
included therein for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose; and
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(v) of the happening of any event that requires any
change in a Registration Statement or the Prospectus so that, as of
such date, they (A) do not contain any untrue statement of a material
fact and (B) do not omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
Prospectus, in the light of the circumstances under which they were
made) not misleading.
Upon receiving notice of the occurrence of any of the events listed in this
Section 4(c), each Holder will, upon request by Citigroup in writing,
immediately discontinue disposition of New Notes or Exchange Notes pursuant to a
Registration Statement until such Holder's receipt of copies of the supplemented
or amended Prospectus contemplated by Section 4(k) or until it is advised in
writing by Citigroup that use of the applicable Prospectus may resume, and, if
so directed by Citigroup, such Holder will deliver to Citigroup (at Citigroup's
expense) all copies in such Holder's possession, other than permanent file
copies, of the Prospectus covering such New Notes or Exchange Notes that was
current at the time of receipt of such notice.
(d) Citigroup shall use its best efforts to prevent the
issuance of any order suspending the effectiveness of any Registration Statement
or the qualification of the securities therein for sale in any jurisdiction and,
if issued, to obtain the withdrawal at the earliest possible time.
(e) Citigroup shall, during the Shelf Registration Period,
deliver to each Holder of New Notes covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. Citigroup consents to
the use of the Prospectus or any amendment or supplement thereto by each of the
selling Holders of New Notes in connection with the offering and sale of the New
Notes covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.
(f) Citigroup shall promptly deliver to you, each Exchanging
Dealer and each other person required to deliver a Prospectus during the
Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such person may reasonably request.
Citigroup consents to the use of the Prospectus or any amendment or supplement
thereto by you, any Exchanging Dealer and any such other person that may be
required to deliver a Prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange Notes covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.
(g) Prior to the Registered Exchange Offer or any other
offering of New Notes or Exchange Notes, as the case may be, pursuant to any
Registration Statement, Citigroup shall arrange, if necessary, for the
qualification of the New Notes or the Exchange Notes, as the case may be, for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and shall maintain such qualification in effect so long as required; provided,
that, in no event shall Citigroup be obligated to qualify to do business in any
jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those
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arising out of the Initial Exchange Offer, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.
(h) Citigroup shall cooperate with the Holders of New Notes or
Exchange Notes, as the case may be, to facilitate the timely preparation and
delivery of certificates representing New Notes or Exchange Notes to be issued
or sold pursuant to any Registration Statement free of any restrictive legends
and in such denominations and registered in such names as Holders may request.
(i) Upon the occurrence of any event contemplated by
subsections (ii) through (v) of Section 4(c) hereof, Citigroup shall promptly
prepare a post-effective amendment to the applicable Registration Statement or
an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to the persons entitled to the
delivery thereof pursuant to Section 4(c) hereof, the Prospectus will not
include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and to notify each Holder to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and each Holder hereby agrees
to suspend use of the Prospectus until Citigroup has amended or supplemented the
Prospectus to correct such misstatement or omission. In such circumstances, the
period of effectiveness of the Exchange Offer Registration Statement provided
for in Section 2 and the Shelf Registration Statement provided for in Section
3(b) shall each be extended by the number of days from and including the date of
the giving of a notice of suspension pursuant to Section 4(c) hereof to and
including the date the persons entitled to the delivery thereof pursuant to
Section 4(c) hereof shall have received such amended or supplemented Prospectus
pursuant to this Section 4(k); provided, that, in the case of a suspension of
the use of the Shelf Registration Statement, the period of effectiveness of the
Shelf Registration Statement provided for in Section 3 shall not extend beyond
two years after the date hereof.
(j) (A) Not later than the effective date of an Exchange Offer
Registration Statement, Citigroup shall provide a CUSIP number for the Exchange
Notes registered under such Exchange Offer Registration Statement and provide
the Trustee with printed certificates for such Exchange Notes, free of any
restrictive legends, in a form eligible for deposit with The Depository Trust
Company ("DTC") and (B) on the first Business Day following the effective date
of any Shelf Registration Statement hereunder or as soon as possible thereafter,
Citigroup shall use its best efforts to cause DTC to remove (1) from any
existing CUSIP number assigned to the New Notes any designation indicating that
the New Notes are "restricted securities," which efforts shall include delivery
to DTC of a letter executed by Citigroup substantially in the form of Exhibit A
hereto and (2) any other stop or restriction on DTC's system with respect to the
New Notes. In the event Citigroup is unable to cause DTC to take the actions
described in the immediately preceding sentence, Citigroup shall take such
actions as the Majority Holders may reasonably request to provide, as soon as
practicable, a CUSIP number for the New Notes registered under the Shelf
Registration Statement and to cause the CUSIP number to be assigned to the New
Notes or Exchange Notes, as the case may be (or to the maximum aggregate
principal amount of the New Notes or Exchange Notes, as the case may be, to
which such number may be assigned). Upon compliance with the foregoing
requirements of this Section 4(l)(B), Citigroup
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shall provide the Trustee with printed certificates for such New Notes in a form
eligible for deposit with DTC.
(k) Citigroup may require each Holder of New Notes to be sold
pursuant to any Shelf Registration Statement to furnish to Citigroup such
information regarding the Holder and the distribution of such New Notes as
Citigroup may from time to time reasonably require for inclusion in such Shelf
Registration Statement. Citigroup may exclude from such Shelf Registration
Statement the New Notes of any Holder that fails to furnish such information
within a reasonable time after receiving such request.
(l) In the case of any Shelf Registration Statement, Citigroup
shall enter into customary agreements (including, if requested, an underwriting
agreement in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the New Notes, and
in connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters, if any, with respect to
all parties to be indemnified pursuant to Section 7).
(m) In the case of any Shelf Registration Statement, Citigroup
shall:
(i) make reasonably available for inspection by a
representative of the Majority Holders of New Notes to be registered
thereunder and any underwriter participating in any disposition
pursuant to such Shelf Registration Statement and any attorney,
accountant or other agent retained by the Majority Holders or any such
underwriter, all relevant financial and other records, pertinent
corporate documents and properties of Citigroup and its subsidiaries;
(ii) cause Citigroup's officers, directors,
employees, accountants and auditors to supply all relevant information
reasonably requested by the representative of the selling Majority
Holders and any such underwriter, attorney, accountant or agent in
connection with any such Registration Statement as is customary for
similar due diligence examinations;
(iii) make such representations and warranties to the
Holders of New Notes registered thereunder and the underwriters, if
any, in form, substance and scope as are customarily made by an issuer
to underwriters in primary underwritten offerings and covering matters
including, but not limited to, those set forth in the Dealer Manager
Agreement;
(iv) obtain opinions of counsel to Citigroup and
updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to the representative of the selling
Holders and the underwriters, if any, covering such matters as are
customarily covered in opinions requested in underwritten offerings and
such other matters as may be reasonably requested by such
representative and underwriters;
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(v) obtain "comfort" letters and updates thereof from
the independent certified public accountants of Citigroup (and, if
necessary, any other independent certified public accountants of any
subsidiary of Citigroup or of any business acquired by Citigroup for
which financial statements and financial data are, or are required to
be, included in the Registration Statement), addressed to the
representative of the selling Holders of New Notes registered
thereunder and the underwriters, if any, in customary form and covering
matters of the type customarily covered in "comfort" letters in
connection with primary underwritten offerings; and
(vi) deliver such documents and certificates as may
be reasonably requested by the Majority Holders or the Managing
Underwriters, if any, including those to evidence compliance with
Section 4(k) hereof and with any customary conditions contained in the
underwriting agreement or other agreement entered into by Citigroup.
The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.
(n) In the case of any Exchange Offer Registration Statement,
Citigroup shall, if requested by the Dealer Manager:
(i) make reasonably available for inspection by you,
and any attorney, accountant or other agent retained by you, all
relevant financial and other records, pertinent corporate documents and
properties of Citigroup and its subsidiaries;
(ii) cause Citigroup's officers, directors,
employees, accountants and auditors to supply all relevant information
reasonably requested by you or any such attorney, accountant or agent
in connection with any such Registration Statement as is customary for
similar due diligence examinations;
(iii) make such representations and warranties to
you, in form, substance and scope as are customarily made by Citigroup
to underwriters in primary underwritten offerings and covering matters
including, but not limited to, those set forth in the Dealer Manager
Agreement;
(iv) obtain opinions of counsel to Citigroup (which
counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to you and your counsel) and updates thereof, addressed to
you, covering such matters as are customarily covered in opinions
requested in underwritten offerings and such other matters as may be
reasonably requested by you or your counsel;
(v) obtain "comfort" letters and updates thereof from
the independent certified public accountants of Citigroup (and, if
necessary, any other independent certified public accountants of any
subsidiary of Citigroup or of any business acquired by Citigroup for
which financial statements and financial data are, or are required to
be, included in the Registration Statement), addressed to you, in
customary form and covering matters of the type customarily covered in
"comfort" letters in connection with
12
primary underwritten offerings, or if requested by you or your counsel
in lieu of a "comfort" letter, an agreed-upon procedures letter under
Statement on Auditing Standards No. 35, covering matters requested by
you or your counsel; and
(vi) deliver such documents and certificates as may
be reasonably requested by you or your counsel, including those to
evidence compliance with Section 4(k) and with conditions customarily
contained in underwriting agreements.
The actions set forth in the foregoing subclauses (iii), (iv), (v) and (vi)
shall be performed at (A) the close of the Registered Exchange Offer and (B) the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.
(o) If a Registered Exchange Offer is to be consummated, upon
delivery of the New Notes by Holders to Citigroup (or to such other person as
directed by Citigroup) in exchange for the Exchange Notes, Citigroup shall ▇▇▇▇,
or cause to be marked, on the New Notes so exchanged that such New Notes are
being cancelled in exchange for the Exchange Notes. In no event shall the New
Notes be marked as paid or otherwise satisfied.
(p) In the event that any Broker-Dealer shall underwrite any
New Notes or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such New Notes or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
Citigroup shall assist such Broker-Dealer in complying with the requirements of
such Rules and By-Laws
(q) Citigroup shall use its best efforts to take all other
steps necessary to effect the registration of New Notes or Exchange Notes, as
the case may be, covered by a Registration Statement.
5. Additional Interest
(a) The parties hereto acknowledge that the Holders of New
Notes or Exchange Notes, as the case may be, will suffer damages if Citigroup
fails to perform its obligations under Section 2 or 3 hereof and that it would
not be feasible to ascertain the extent of such damages. Accordingly, in the
event that:
(i) the Exchange Offer Registration Statement has not
been filed on or prior to the 120th day following the Settlement Date;
(ii) the Exchange Offer Registration Statement has
not been declared effective on or prior to the 180th day following the
Settlement Date;
(iii) the Exchange Offer has not been completed on or
prior to the 210th day after the Settlement Date;
13
(iv) the Shelf Registration statement has not been
filed on or prior to the 120th day after the required or requested time
of filing the Shelf Registration Statement pursuant to Section 3
hereto;
(v) the Shelf Registration Statement has not been
declared effective on or prior to the 180th day after the required or
requested time of filing the Shelf Registration Statement pursuant to
Section 3 hereto; or
(vi) after either the Exchange Offer Registration
Statement or Shelf Registration Statement has been declared effective,
such Registration Statement ceases to be effective or usable in
connection with the Registered Exchange Offer or resales of the New
Notes during a period in which it is required to be effective hereunder
without being succeeded immediately by any additional Registration
Statement or post-effective amendment covering the New Notes or the
Exchange Notes, as the case may be, which has been filed and declared
effective;
(each such event referred to in the foregoing clauses (i) through (vi), a
"Registration Default"), then additional interest ("Additional Interest") will
accrue on the principal amount of the Registrable Securities (in addition to the
stated interest on the New Notes and the Exchange Notes), from and including the
date on which any Registration Default first occurs and while any such
Registration Default has occurred and is continuing, to but excluding the
earlier of (x) the date on which all filings, declarations of effectiveness and
consummations, as the case may be, have been achieved which, if achieved on a
timely basis, would have prevented the occurrence of all of the then existing
Registration Defaults; and (y) the date on which all the Registrable Securities
otherwise become freely transferable by Holders other than Affiliates of
Citigroup without further registration under the Act (such earlier date, the
"Transferability Date"). Additional Interest will accrue at a rate of 0.25% per
annum during the 90-day period immediately following such first occurrence of a
Registration Default and while any such Registration Default has occurred and is
continuing, and shall increase by 0.25% per annum at the end of each subsequent
90-day period up to a maximum of 0.50% per annum with respect to all
Registration Defaults, until the Transferability Date, on which date the
interest rate on the Registrable Securities will revert to the interest rate
originally borne by such notes; provided, that, notwithstanding any provision to
the contrary, so long as any Registrable Securities not registered under an
Exchange Offer Registration Statement are then covered by an effective Shelf
Registration Statement, no Additional Interest shall accrue on such Registrable
Securities. Additional Interest may not accrue under more than one of the
Registration Defaults set forth above at any one time.
(b) Citigroup shall notify the Trustee immediately upon its
knowledge of the happening of each and every Registration Default. Citigroup
shall pay the Additional Interest due on the New Notes or Exchange Notes, as the
case may be, by depositing with the Trustee (which shall not be Citigroup for
these purposes), in trust, for the benefit of the Holders thereof, prior to
11:00 a.m. on the next interest payment date specified in the Indenture, sums
sufficient to pay the Additional Interest then due. The Additional Interest due
shall be payable on each interest payment date specified by the Indenture to the
record holders entitled to receive the interest payment to be made on such date.
14
(c) The parties hereto agree that the Additional Interest
provided for in this Section 5 constitutes a reasonable estimate of the damages
that will be suffered by Holders of Registrable Securities by reason of the
happening of any Registration Default.
(d) All of Citigroup's obligations set forth in this Section 5
shall survive the termination of this Agreement.
6. Registration Expenses. Citigroup shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3, and 4 hereof and, in connection with any Shelf Registration Statement, shall
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, but which
may be another nationally recognized law firm experienced in securities matters
designated by the Majority Holders)designated by the Majority Holders to act as
counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Dealer Manager for the
reasonable fees and disbursements of counsel acting in connection therewith.
7. Indemnification and Contribution. (a) Citigroup agrees to
indemnify and hold harmless each Holder of Registrable Securities (including the
Dealer Manager and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer in respect of its Exchange Notes),
the directors, officers, employees and agents of each such Holder and each
person who controls you or any such Holder within the meaning of either the Act
or the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which any of the foregoing may become subject under the
Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement as originally filed or in any amendment thereof, or in
any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a Prospectus, in the
light of the circumstances under which they were made) not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that Citigroup will 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 any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
Citigroup by or on behalf of any such Holder specifically for inclusion therein.
This indemnity agreement shall be in addition to any liability which Citigroup
may otherwise have.
Citigroup also agrees to indemnify as provided in this Section
7(a) or contribute as provided in Section 7(d) hereof to Losses of each
underwriter of New Notes, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each person who controls such
underwriter on substantially the same basis as that of the indemnification of
the selling Holders provided in this Section 7(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as
provided in Section 4(q) hereof.
15
(b) Each Holder of Registrable Securities (including the
Dealer Manager and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer in respect of its Exchange Notes),
severally and not jointly, agrees to indemnify and hold harmless Citigroup, and
each of its directors and each of its officers who signs such Registration
Statement and each person who controls Citigroup within the meaning of either
the Act or the Exchange Act, to the same extent as the indemnity in Section 7(a)
from Citigroup to each such Holder, but only with reference to written
information relating to such Holder furnished to Citigroup by or on behalf of
such Holder specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement shall be in addition to any
liability which any such Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 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 this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party shall not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable to or insufficient to hold harmless an
indemnified party for any reason,
16
then each applicable indemnifying party shall have a joint and several
obligation to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Exchange Offer and
the Registration Statement which resulted in such Losses; provided, however,
that in no case shall the Dealer Manager or any Holder of any New Note or
Exchange Note be responsible, in the aggregate, for any amount in excess of the
Fee applicable to such New Note, or in the case of an Exchange Note, applicable
to the New Note that was exchangeable into such Exchange Note, in connection
with the Initial Exchange Offer as set forth in the Dealer Manager Agreement,
nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the New Notes or Exchange
Notes, as the case may be, purchased by such underwriter under the Registration
Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable considerations. Benefits
received by Citigroup shall be deemed to be equal to the aggregate principal
amount of Old Notes exchanged in the Initial Exchange Offer (before deducting
expenses) minus the aggregate amount of Fees paid by Citigroup in connection
with the Initial Exchange Offer under the Dealer Manager Agreement. Benefits
received by the Dealer Manager shall be deemed to be equal to the aggregate
amount of Fees received by the Dealer Manager in connection with the Initial
Exchange Offer under the Dealer Manager Agreement, and benefits received by any
Holders shall be deemed to be equal to the value of receiving New Notes or
Exchange Notes, as applicable, registered under the Act. Benefits received by
any underwriter shall be deemed to be equal to the total underwriting discounts
and commissions, as set forth on the cover page of the Prospectus forming a part
of the Registration Statement which resulted in such Losses. Relative fault
shall be determined by reference to, among other things, whether any untrue or
any alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
agree that it would not be just and equitable if contribution were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 7, each person who controls a Holder within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each
person who controls Citigroup within the meaning of either the Act or the
Exchange Act, each officer of Citigroup who shall have signed the Registration
Statement and each director of Citigroup shall have the same rights to
contribution as Citigroup, subject in each case to the applicable terms and
conditions of this paragraph (d).
17
(e) The provisions of this Section 7 shall remain in full
force and effect, regardless of any investigation made by or on behalf of any
Holder or Citigroup or any of the officers, directors or controlling persons
referred to in this Section 7, and shall survive the sale by a Holder of
securities covered by a Registration Statement.
8. Underwritten Registrations. (a) If any of the New Notes
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the Managing Underwriters shall be selected by the Majority Holders.
(b) No Holder may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Holder (i) agrees to
sell such Holder's New Notes on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements, and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
9. No Inconsistent Agreements. Citigroup has not, as of the
date hereof, entered into, nor shall Citigroup, on or after the date hereof,
enter into, any agreement with respect to any of its securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.
10. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless Citigroup has obtained the written
consent of the Majority Holders of the Registrable Securities; provided, that,
with respect to any matter that directly or indirectly affects the rights of the
Dealer Manager hereunder, Citigroup shall obtain the written consent of the
Dealer Manager. Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may alternatively be given by the Majority Holders of the Registrable
Securities.
11. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:
(a) if to a Holder, at the most current address given by such
Holder to Citigroup in accordance with the provisions of this Section 11, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
you;
(b) if to you, initially at the address set forth in the
Dealer Manager Agreement; and
(c) if to Citigroup, initially at Citigroup's address set
forth in the Dealer Manager Agreement.
All such notices and communications shall be deemed to have been duly given when
received.
18
Each party hereto by notice to the other parties may designate
additional or different addresses of such party for subsequent notices or
communications.
12. Remedies. Each Holder, in addition to being entitled to
exercise all rights provided to it herein or in the Indenture or granted by law,
including recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. Citigroup agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive in
any action for specific performance the defense that a remedy at law would be
adequate.
13. Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by
Citigroup thereto, subsequent Holders of Registrable Securities. Citigroup
hereby agrees to extend the benefits of this Agreement to any Holder of
Registrable Securities, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.
14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
15. Headings. The section headings used herein are for
convenience of reference only and shall not affect the construction hereof.
16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The parties hereto
each hereby waive any right to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement
17. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.
18. Securities Held by Citigroup, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of New Notes
or Exchange Notes is required hereunder, New Notes or Exchange Notes, as
applicable, held by Citigroup or any of its Affiliates (other than subsequent
Holders of New Notes or Exchange Notes if such subsequent Holders are deemed to
be Affiliates solely by reason of their holdings of such New Notes or Exchange
Notes) shall not be counted in determining whether such consent or approval was
given by the Holders of such required percentage.
* * * * * * *
19
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 and your acceptance shall represent a binding agreement
between Citigroup and the Dealer Manager.
Very truly yours,
Citigroup Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
By: Citigroup Global Markets Inc.
as Dealer Manager
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
26
ANNEX A
Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a Broker-Dealer in
connection with resales of Exchange Notes received in exchange for New Notes
where such New Notes were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities. Citigroup has agreed that,
starting on the Expiration Date and ending on the close of business one year
after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution."
A-1
ANNEX B
Each Broker-Dealer that receives Exchange Notes for its own
account in exchange for New Notes, where such New Notes were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."
B-1
ANNEX C
PLAN OF DISTRIBUTION
Each Broker-Dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus (the "Prospectus") in connection with any resale of such
Exchange Notes. This Prospectus, as it may be amended or supplemented from time
to time, may be used by a Broker-Dealer in connection with resales of Exchange
Notes received in exchange for New Notes where such New Notes were acquired as a
result of market-making activities or other trading activities. Citigroup has
agreed that, starting on the Expiration Date and ending on the close of business
one year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until [__________, ____,] all dealers effecting
transactions in the Exchange Notes may be required to deliver a prospectus.
Citigroup will not receive any proceeds from any sale of
Exchange Notes by Broker-Dealers. Exchange Notes received by Broker-Dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange Notes or
a combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such
Exchange Notes. Any Broker-Dealer that resells Exchange Notes that were received
by it for its own account pursuant to the Registered Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Notes may
be deemed to be an "underwriter" within the meaning of the Act and any profit of
any such resale of Exchange Notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Act.
For a period of one year after the Expiration Date, Citigroup
shall promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. Citigroup has agreed to pay all expenses incident
to the Registered Exchange Offer (including the expenses of one counsel for the
holders of the New Notes) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the New Notes (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Act.
[If applicable, add information required by Items 507 and 508
of Regulation S-K.]
C-1
ANNEX D
Rider A
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A
BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _________________________________
_________________________________
Address: _________________________________
Rider B
If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the Exchange Notes in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes
and it has no arrangements or understandings with any person to participate in a
distribution of the Exchange Notes. If the undersigned is a Broker-Dealer that
will receive Exchange Notes for its own account in exchange for New Notes, it
represents that the New Notes to be exchanged for Exchange Notes were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.
D-1
EXHIBIT A
FORM OF LETTER TO BE PROVIDED BY CITIGROUP INC. TO
THE DEPOSITORY TRUST COMPANY
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: 5.00% Subordinated Notes due 2014 (the "Notes") of
Citigroup Inc.
Ladies and Gentlemen:
Please be advised that the Securities and Exchange Commission
has declared effective a Registration Statement on Form S-3 under the Securities
Act of 1933, as amended, with regard to all of the Notes referenced above.
Accordingly, there is no longer any restriction as to whom such Notes may be
sold and any restrictions on the CUSIP designation are no longer appropriate and
may be removed. I understand that upon receipt of this letter, DTC will remove
any stop or restriction on its system with respect to this issue.
As always, please do not hesitate to call if we can be of
further assistance.
Very truly yours,
Authorized Officer
A-1
