bona fide<\/em>
\noffer (within the meaning of Rule 164(h)(2)) of the Notes and (ii) as of the
\nTime of Sale (with such time being used as the determination date for purposes
\nof this clause (ii)), each of the Company and the Guarantor met the requirements
\nset forth in Rule 164(e)(2) with respect to ineligible issuer use of free
\nwriting prospectuses that contain only descriptions of the terms of the
\nsecurities in the offering or the offering.<\/p>\n<\/p>\n(f) Each Issuer Free Writing Prospectus and Final Term Sheet (as defined in
\nSection 4(g) below) does not include any information that conflicts with the
\ninformation contained in the Registration Statement, including any document
\nincorporated therein and any prospectus supplement or pricing supplement deemed
\nto be a part thereof that has not been superseded or modified. The foregoing
\nsentence does not apply to statements in or omissions from the Issuer Free
\nWriting Prospectus or Final Term Sheet based upon and in conformity with written
\ninformation furnished to the Company by any Agent specifically for use therein;\n<\/p>\n<\/p>\n
(g) The Notes have been duly authorized and, when executed and authenticated
\nin accordance with the applicable Indenture and delivered to and duly paid for
\nby the purchasers thereof, will constitute valid and binding obligations of the
\nCompany, enforceable in accordance with their respective terms and entitled to
\nthe benefits of the applicable Indenture (subject, as to enforcement, to
\napplicable bankruptcy, reorganization, insolvency, moratorium or other similar
\nlaws affecting creditors153 rights generally and to general principles of equity
\nregardless of whether such enforceability is considered in a proceeding in
\nequity or at law); the Indentures have been duly authorized by the Company and
\nqualified under the Trust Indenture Act; the Indentures conform to the
\ndescriptions thereof in the Prospectus as amended or supplemented to relate to
\nsuch issuance of Notes; and this Agreement has been duly authorized, executed
\nand delivered by the Company and the Guarantor;<\/p>\n<\/p>\n
(h) The Guarantees have been duly authorized and, when the Notes have been
\nexecuted, authenticated and delivered by the Company in accordance with the
\napplicable Indenture, will constitute valid and binding obligations of the
\nGuarantor, enforceable in accordance with their terms and entitled to the
\nbenefits of the applicable Indenture;<\/p>\n<\/p>\n
(i) Since the date of the most recent financial statements included in the
\nProspectus or the Disclosure Package, each as amended or supplemented, there has
\nnot been any material adverse change in the consolidated financial condition or
\nresults of operations of the Guarantor and its subsidiaries, taken as a whole,
\nwhich is not disclosed in the Prospectus or the Disclosure Package, each as
\namended or supplemented;<\/p>\n<\/p>\n
(j) (A) The Company has been duly incorporated and is validly existing and in
\ngood standing under the laws of the State of Delaware with the necessary power
\nand authority to own its properties and conduct its business in all material
\nrespects as currently conducted;<\/p>\n
\n
4<\/p>\n
\n<\/p>\n
\n
(B) The Guarantor has been duly incorporated and is validly existing and in
\ngood standing under the laws of the State of Delaware, with the necessary power
\nand authority to own its properties and conduct its business in all material
\nrespects as currently conducted, and except as has not, individually or in the
\naggregate, had and would not reasonably be likely to have a Material Adverse
\nEffect (as defined in this Section), has been duly qualified as a foreign
\ncorporation for the transaction of business and is in good standing under the
\nlaws of each other jurisdiction in which it owns or leases properties or
\nconducts any business so as to require such qualification;<\/p>\n<\/p>\n
(C) Except as has not had and would not reasonably be likely to have,
\nindividually or in the aggregate, a Material Adverse Effect, each subsidiary of
\nthe Guarantor that is a “significant subsidiary” within the meaning of Rule
\n1-02(w) of Regulation S-X under the Securities Act (each, a “Significant
\nSubsidiary”) has been duly organized and is validly existing in good standing
\nunder the laws of its jurisdiction of organization;<\/p>\n<\/p>\n
“Material Adverse Effect<\/u>” means a material adverse effect on the
\ncondition (financial or otherwise), earnings, business or properties of the
\nCompany, the Guarantor and its subsidiaries, taken as a whole, whether or not
\narising from transactions in the ordinary course of business, except as set
\nforth in or contemplated in the Disclosure Package and the Final Prospectus
\n(exclusive of any supplement thereto).<\/p>\n<\/p>\n
(k) The issue and sale of the Notes, the compliance by each of the Company
\nand the Guarantor with all of the provisions of the Notes, the Indentures, the
\nGuarantees and this Agreement and the consummation of the transactions
\ncontemplated herein and therein will not (A) violate, conflict with, or result
\nin a breach of any provision of, or constitute a default (or an event which,
\nwith notice or lapse of time or both, would constitute a default) under, or
\nresult in the termination of, or accelerate the performance required by, or
\nresult in a right of termination, cancellation or acceleration of, or result in
\nthe loss of a benefit under, or result in the creation of, any lien, security
\ninterest, charge or encumbrance upon any of the properties or assets of the
\nCompany or the Guarantor under any of the terms, conditions or provisions of (1)
\nits organizational documents or (2) any note, bond, mortgage, indenture, deed of
\ntrust, license, lease, permit, agreement or other instrument or obligation to
\nwhich the Company or the Guarantor or any subsidiary of the Guarantor is a party
\nor by which the Company or the Guarantor may be bound, or to which any of the
\nproperty or assets of either the Company or the Guarantor, as applicable, is
\nsubject, or (B) violate any statute, rule or regulation or any judgment, ruling,
\norder, writ, injunction or decree applicable to the Company or the Guarantor or
\nany of their respective properties or assets except, in the case of clauses
\n(A)(2) and (B) as applied to the Guarantor, for those occurrences that,
\nindividually or in the aggregate, have not had and would not reasonably be
\nlikely to have a Material Adverse Effect;<\/p>\n<\/p>\n
(l) Neither the Company nor the Guarantor is in violation of its
\norganizational documents or in default in the performance or observance of any
\nmaterial obligation, agreement, covenant or condition contained in any
\nindenture, mortgage, deed of trust, loan agreement, lease or other agreement or
\ninstrument to which it is a party or by which it or any of its properties may be
\nbound, except with respect to the Guarantor with respect to the Guarantor, as
\nwould not have and would not reasonably be likely, individually or in the
\naggregate, to have a Material Adverse Effect;<\/p>\n
\n
5<\/p>\n
\n<\/p>\n
(m) Other than as set forth in the Prospectus, as amended or supplemented,
\nand the documents incorporated by reference therein, there is no litigation or
\nsimilar proceeding pending or, to the Company or the Guarantor153s knowledge,
\nthreatened to which the Company or the Guarantor is a party or of which any
\nproperty of the Company, the Guarantor is the subject which the Company or the
\nGuarantor153s management believes, individually or in the aggregate, has had or
\nwould be reasonably likely to have a Material Adverse Effect; and<\/p>\n<\/p>\n
(n) Each of the Company and the Guarantor is not and, after giving effect to
\neach offering and sale of the Notes and the application of the proceeds thereof,
\nwill not be an “investment company”, as such term is defined in the Investment
\nCompany Act of 1940, as amended (the “Investment Company Act<\/u>“).<\/p>\n<\/p>\n
The Guarantor represents and warrants to, and agrees with, each of you as set
\nforth below:<\/p>\n<\/p>\n
(o) Neither the Guarantor nor any of its subsidiaries nor, to the Guarantor153s
\nknowledge, any affiliate, director, officer, employee, agent or representative
\nof the Guarantor or of any of its subsidiaries or affiliates, including the
\nCompany, has taken or will take any action in furtherance of an offer, payment,
\npromise to pay, or authorization or approval of the payment or giving of money,
\nproperty, gifts or anything else of value, directly or indirectly, to any
\n“government official” (including any officer or employee of a government or
\ngovernment-owned or controlled entity or of a public international organization,
\nor any person acting in an official capacity for or on behalf of any of the
\nforegoing, or any political party or party official or candidate for political
\noffice) to influence official action or secure an improper advantage; and the
\nGuarantor and its subsidiaries and affiliates have conducted their businesses in
\ncompliance with applicable anti-corruption laws and have instituted and maintain
\nand will continue to maintain policies and procedures designed to promote and
\nachieve compliance with such law;<\/p>\n<\/p>\n
(p) The operations of the Guarantor and its subsidiaries are and have been
\nconducted at all times in material compliance with all applicable financial
\nrecordkeeping and reporting requirements, including those of the Bank Secrecy
\nAct, as amended by Title III of the Uniting and Strengthening America by
\nProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
\n2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of
\njurisdictions where the Guarantor and its subsidiaries conduct business, the
\nrules and regulations thereunder and any related or similar rules, regulations
\nor guidelines issued, administered or enforced by any governmental agency
\n(collectively, the “Anti-Money Laundering Laws<\/u>“), and no action, suit or
\nproceeding by or before any court or governmental agency, authority or body or
\nany arbitrator involving the Guarantor or any of its subsidiaries with respect
\nto the Anti-Money Laundering Laws is pending or, to the best knowledge of the
\nGuarantor, threatened;<\/p>\n<\/p>\n
(q) (A) The Guarantor represents that neither the Guarantor nor any of its
\nsubsidiaries (collectively, the “Entity<\/u>“) or, to the knowledge of the
\nEntity, any director, officer, employee, agent, affiliate or representative of
\nthe Entity, is an individual or entity (“Person<\/u>“) that is, or is owned or
\ncontrolled by a Person that is:<\/p>\n
\n
6<\/p>\n
\n<\/p>\n
(i) the subject of any sanctions administered or enforced by the U.S.
\nDepartment of Treasury153s Office of Foreign Assets Control (“OFAC<\/u>“) or
\nother relevant sanctions authority (collectively, “Sanctions<\/u>“), nor<\/p>\n<\/p>\n
(ii) located, organized or resident in a country or territory that is the
\nsubject of Sanctions (including, without limitation, Burma\/Myanmar, Cuba, Iran,
\nLibya, North Korea, Sudan and Syria).<\/p>\n<\/p>\n
(B) The Guarantor represents and covenants that, except as detailed in
\nSchedule II, for the past 5 years, it has not knowingly engaged in, is not now
\nknowingly engaged in, and will not engage in, any dealings or transactions with
\nany Person, or in any country or territory, that at the time of the dealing or
\ntransaction is or was the subject of Sanctions.<\/p>\n<\/p>\n
2. Appointment of Agents<\/u>. Subject to the terms and conditions stated
\nherein and subject to the reservation by the Company of the right to sell Notes
\nto any of you acting as principal at a discount for its own account or for
\nresale to one or more investors or other dealers and the Company153s right to sell
\nNotes directly to investors on its own behalf or through other agents, the
\nCompany hereby appoints and authorizes Citigroup Global Markets Inc. and the
\nother Agents listed in Schedule I hereto to act as its agents to solicit offers
\nfor the purchase of all or part of the Notes from the Company.<\/p>\n<\/p>\n
(a) Solicitations of Offers to Purchase Notes<\/u>. At any time following
\nthe Commencement Date (defined below), the Company shall notify each Agent from
\ntime to time as to the commencement of a period during which the Notes may be
\noffered and sold by the Agents (each period, commencing with such a notification
\nand ending at such time as the authorization for offers and sales through the
\nAgents shall have been suspended by the Company or the Agents as provided
\nhereunder, being herein referred to as an “Offering Period<\/u>“). The initial
\nOffering Period began on April 20, 2006 (the “Commencement Date<\/u>“). On the
\nbasis of the representations and warranties, and subject to the terms and
\nconditions set forth herein, each of the Agents agrees, as agent of the Company,
\nto use its reasonable efforts to solicit offers to purchase Notes from the
\nCompany upon the terms and conditions set forth in the Prospectus (and any
\nsupplement thereto) and in the Procedures. Each Agent shall communicate to the
\nCompany, orally or in writing, each reasonable offer or indication of interest
\nto purchase Notes received by such Agent as agent The Company shall have the
\nsole right to accept offers to purchase the Notes and may reject any such offer
\nin whole or in part. Each Agent shall have the right to reject, in its
\ndiscretion reasonably exercised, any offer received by it to purchase the Notes,
\nin whole or in part, and any such rejection shall not be deemed a breach of its
\nagreements contained herein. In soliciting offers to purchase the Notes in its
\ncapacity as agent of the Company, each Agent is acting solely as agent for the
\nCompany, and not as principal, and does not assume any obligation toward or
\nrelationship of agency or trust with any purchaser of the Notes (other than any
\nsuch obligation or relationship which the Agent assumes independently of this
\nAgreement). Each Agent shall make reasonable efforts to assist the Company in
\nobtaining performance by each purchaser whose offer to purchase Notes has been
\nsolicited by such Agent and accepted by the Company, but such Agent shall not,
\nexcept as otherwise provided in this Agreement, be obligated to disclose the
\nidentity of any purchaser or have any liability to the Company in the event any
\nsuch purchase is not consummated for any reason. Except as provided in Section
\n2(b), under no circumstances will any Agent be obligated to purchase any Notes
\nfor its own account.<\/p>\n
\n
7<\/p>\n
\n<\/p>\n
It is understood and agreed, however, that any of you may purchase Notes as
\nprincipal or agent pursuant to Section 2(b).<\/p>\n<\/p>\n
The Company reserves the right, in its sole discretion, to instruct the
\nAgents to suspend at any time, for any period of time or permanently, the
\nsolicitation of offers to purchase Notes. Upon receipt of instructions from the
\nCompany, such Agent will forthwith suspend solicitation of offers to purchase
\nNotes from the Company until such time as the Company has advised them that such
\nsolicitation may be resumed.<\/p>\n<\/p>\n
The Company agrees to pay each Agent a commission, on the Settlement Date
\nwith respect to each sale of Notes by the Company as a result of a solicitation
\nmade by such Agent, in an amount agreed upon by the Agent and the Company. Such
\ncommission shall be payable as specified in the Procedures. Without the prior
\napproval of the Company, no Agent (acting on an agency basis) may reallow any
\nportion of the commission payable pursuant hereto to dealers or purchasers in
\nconnection with the offer and sale of any Notes.<\/p>\n<\/p>\n
Subject to the provisions of this Section 2 and to the Procedures, offers for
\nthe purchase of Notes may be solicited by an Agent as agent for the Company at
\nsuch time and in such amounts as such Agent shall deem advisable. The Company
\nmay from time to time offer Notes for sale otherwise than through an Agent;
\nprovided, however, that so long as this Agreement is in effect the Company shall
\nnot solicit or accept offers to purchase Notes through any agent other than an
\nAgent.<\/p>\n<\/p>\n
If the Company defaults in its obligations to deliver Notes to a purchaser
\nwhose offer it has accepted, the Company and the Guarantor shall indemnify and
\nhold each of the Agents harmless against any loss, claim or damage arising from
\nor as a result of such default by the Company.<\/p>\n<\/p>\n
(b) Purchases of Notes<\/u>. Subject to the terms and conditions stated
\nherein, whenever the Company and any of you determine that the Company shall
\nsell Notes directly to any of you as principal or agent (in such capacity, the
\n“Purchaser<\/u>“), each such sale of Notes shall be made in accordance with
\nthe terms of this Agreement and a supplemental agreement relating to such sale.
\nEach such supplemental agreement (which may be either an oral or written
\nagreement) is herein referred to as a “Terms Agreement<\/u>“. Each Terms
\nAgreement shall describe the Notes to be purchased by the Purchaser pursuant
\nthereto and shall specify the terms of the offered Notes. A Terms Agreement may
\nalso specify certain provisions relating to the reoffering of such Notes by the
\nPurchaser. Any written Terms Agreement may be in the form attached hereto as
\nExhibit B<\/u>. The Purchaser153s commitment to purchase Notes shall be deemed
\nto have been made on the basis of the representations and warranties of the
\nCompany and the Guarantor herein contained and shall be subject to the terms and
\nconditions herein set forth.<\/p>\n<\/p>\n
Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement
\nshall be made not later than the Settlement Date specified in the Terms
\nAgreement against payment of funds to the Company in the net amount due to the
\nCompany for such Notes by the method and in the form set forth in the Procedures
\nunless otherwise agreed to between the Company and the Purchaser.<\/p>\n
\n
8<\/p>\n
\nUnless otherwise agreed to between the Company and the Purchaser in a Terms
\nAgreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser
\nat a price equal to 100% of the principal amount thereof less a percentage equal
\nto the applicable commission and (ii) may be resold by such Purchaser at varying
\nprices from time to time or, if set forth in the applicable Terms Agreement and
\nPricing Supplement, at a fixed public offering price. In connection with any
\nresale of Notes purchased, a Purchaser may use a selling or dealer group and may
\nreallow to any broker or dealer any portion of the discount or commission
\npayable pursuant hereto.<\/p>\n<\/p>\n
(c) Additional Agents<\/u>. Notwithstanding paragraph 2(a) or 2(b) above,
\nthe Company may from time to time appoint one or more additional financial
\ninstitutions experienced in the distribution of securities as an Agent under
\nthis Agreement, for the duration of this Agreement (subject to Section 7 hereof)
\nor on an issue by issue basis, pursuant to a letter (an “Agent Accession
\nConfirmation<\/u>“) substantially in the form of Exhibit C<\/u> or Exhibit
\nE<\/u> to this Agreement, as appropriate, provided that any such additional party
\nshall have first requested appointment as such upon the terms and conditions of
\nthis Agreement in writing to the Company pursuant to a letter (an “Agent
\nAccession Letter<\/u>“) substantially in the form of Exhibit D<\/u> or
\nExhibit F<\/u> to this Agreement, as appropriate, whereupon it shall, subject
\nto the terms and conditions of this Agreement, the relevant Agent Accession
\nLetter and the relevant Agent Accession Confirmation, become a party to this
\nAgreement as an Agent, vested with all the authority, rights and powers and
\nsubject to all the duties and obligations of an Agent as if originally named as
\nan Agent hereunder. The Company shall promptly notify the Guarantor, the
\nTrustees and the other Agents of any such appointment, but only in the event
\nthat any such additional Agent is appointed for the duration of this Agreement.\n<\/p>\n<\/p>\n
3. Offering and Sale of Notes<\/u>. Each Agent and the Company agree to
\nperform the respective duties and obligations specifically provided to be
\nperformed by them in the Procedures.<\/p>\n<\/p>\n
4. Agreements<\/u>. (A) The Company and the Guarantor agree with each of
\nyou that:<\/p>\n<\/p>\n
(a) At any time during an Offering Period or during the time a prospectus
\nrelating to the Notes is required to be delivered under the Securities Act
\n(including in circumstances where such requirement may be satisfied pursuant to
\nRule 172), prior to amending or supplementing either Registration Statement or
\nthe Prospectus, the Company and the Guarantor will furnish the Agents and Cleary
\nGottlieb Steen & Hamilton LLP, counsel to the Agents, with a copy of each
\nproposed amendment or supplement (other than an amendment or supplement to be
\nmade pursuant to incorporation by reference of a document filed under the
\nExchange Act, or a Pricing Supplement or an amendment or supplement relating
\nsolely to an offering of securities other than the Notes) and will not file any
\nsuch proposed amendment or supplement to which they reasonably object. The
\nCompany and the Guarantor will promptly cause each amendment of or supplement to
\nthe Prospectus to be filed with the Commission pursuant to Rule 424(b). If the
\nProspectus is amended or supplemented (other than by a Pricing Supplement or an
\namendment or supplement relating solely to an offering of securities other than
\nthe Notes), each Agent shall be furnished with such information relating to such
\nfiling as it may reasonably request, and no Agent shall be obligated to solicit
\noffers to purchase Notes so long as<\/p>\n
\n
9<\/p>\n
\n<\/p>\n
it is not reasonably satisfied that such amendment or supplement complies in
\nall material respects with the provisions of the Securities Act and the Exchange
\nAct. At any time during an Offering Period or during the time a prospectus
\nrelating to the Notes is required to be delivered under the Securities Act, the
\nCompany and the Guarantor will promptly advise each Agent of (i) the filing of
\nany amendment or supplement to either Prospectus (other than a Pricing
\nSupplement or an amendment or supplement to be made pursuant to incorporation by
\nreference of a document filed under the Exchange Act or relating solely to an
\noffering of securities other than the Notes), (ii) the filing of any amendment
\nto the Registration Statement, (iii) the receipt by the Company or the Guarantor
\nof comments from the Commission relating to or requests by the Commission for
\nany amendment of the Registration Statement or any amendment of or supplement to
\neither Prospectus or for any additional information, (iv) the issuance by the
\nCommission of any stop order suspending the effectiveness of the Registration
\nStatement or of any notice objecting to its use or the institution or
\nthreatening of any proceeding for that purpose and (v) the receipt by the
\nCompany or the Guarantor of any notification with respect to the suspension of
\nthe qualification of the Notes for sale in any jurisdiction or the initiation or
\nthreatening of any proceeding for such purpose. The Company and the Guarantor
\nwill use their reasonable best efforts to prevent the issuance of any such stop
\norder or the occurrence of any such suspension or objection to the use of the
\nRegistration Statement and, upon such issuance, occurrence or notice of
\nobjection, to obtain as soon as possible the withdrawal of such stop order or
\nrelief from such occurrence or objection, including, if necessary, by filing an
\namendment to the Registration Statement or a new registration statement and
\nusing their best efforts to have such amendment or new registration statement
\ndeclared effective as soon as practicable.<\/p>\n<\/p>\n
(b) If, at any time prior to the filing of the related Pricing Supplement
\npursuant to Rule 424(b), any event occurs as a result of which the Disclosure
\nPackage would include any untrue statement of a material fact or omit to state
\nany material fact necessary to make the statements therein in the light of the
\ncircumstances under which they were made at such time not misleading, the
\nCompany will (1) notify promptly each Agent so that any use of the Disclosure
\nPackage may cease until it is amended or supplemented; (2) amend or supplement
\nthe Disclosure Package to correct such statement or omission; and (3) supply any
\namendment or supplement to each Agent in such quantities as such Agent may
\nreasonably request.<\/p>\n<\/p>\n
(c) At any time during an Offering Period, the Company and the Guarantor will
\ncomply with all requirements imposed upon them by the Securities Act, as now and
\nhereafter amended, and by the rules and regulations of the Commission
\nthereunder, as from time to time in force, so far as necessary to permit the
\ncontinuance of sales of or dealings in the Notes as contemplated by the
\nprovisions hereof and the Prospectus. If during such period any event occurs as
\na result of which the Prospectus as then amended or supplemented would include
\nan untrue statement of a material fact or omit to state a material fact
\nnecessary to make the statements therein, in the light of the circumstances then
\nexisting, not misleading, or if, in the opinion of the Company or the Guarantor,
\nduring such period it is necessary to amend or supplement the Registration
\nStatement or the Prospectus or file a new registration statement to comply with
\nthe Securities Act or the Exchange Act or the respective rules thereunder, the
\nCompany promptly will notify each Agent to suspend the solicitation of offers to
\npurchase the Notes and to cease sales of any Notes. To the extent required under
\nthe provision in the last<\/p>\n
\n
10<\/p>\n
\n<\/p>\n
sentence of this subsection (c), the Company and the Guarantor promptly will
\namend or supplement the Registration Statement or the relevant Prospectus or
\nfile a new registration statement (at the expense of the Company and the
\nGuarantor ) so as to correct such statement or omission or effect such
\ncompliance and will use their best efforts to have any amendment to the
\nRegistration Statement or new registration statement declared effective as soon
\nas practicable in order to avoid any disruption in use of the Prospectus (and
\nany supplements thereto). If such amendment or supplement, and any documents,
\ncertificates, opinions and letters furnished to the Agents pursuant to
\nsubsections (m), (n) and (o) of this Section 4(A) in connection with the
\npreparation and filing of such amendment or supplement, are reasonably
\nsatisfactory in all respects to the Lead Agent, in its sole discretion, upon the
\nfiling of such amendment or supplement with the Commission or effectiveness of
\nan amendment to the Registration Statement, the Agents will resume solicitation
\nof offers to purchase Notes hereunder. Notwithstanding the foregoing, neither
\nthe Company nor the Guarantor shall be required to comply with the provisions of
\nsubsection (c) of this Section 4(A) during any period from the time any Agent
\nshall have been notified to suspend the solicitation of offers to purchase the
\nNotes in its capacity as Agent (whether under this subparagraph (c) or otherwise
\nunder this Agreement) to the time the Company shall determine that solicitation
\nof offers to purchase the Notes should be resumed; provided that if any Agent
\nholds any Notes purchased as principal or agent pursuant to a Terms Agreement,
\nthe Company and the Guarantor shall comply with the provisions of subsection (c)
\nof this Section 4(A) during the period when a prospectus relating to the Notes
\nis required to be delivered pursuant to the Securities Act (including in
\ncircumstances where such requirement may be satisfied pursuant to Rule 172).\n<\/p>\n<\/p>\n
(d) The Guarantor will comply, in a timely manner, with all applicable
\nrequirements under the Exchange Act relating to the filing with the Commission
\nof the Guarantor153s reports pursuant to Section 13(a), 13(c) or 15(d) of the
\nExchange Act and, if then applicable, of the Guarantor153s proxy statements
\npursuant to Section 14 of the Exchange Act.<\/p>\n<\/p>\n
(e) The Company and the Guarantor will use their best efforts to qualify the
\nNotes for sale under the securities laws of such jurisdictions as the Lead Agent
\nor other Agent participating in the offer and sale of a series of Notes may
\nreasonably designates in connection with the offer and sale of such series of
\nNotes, to maintain such qualifications in effect so long as required for the
\ndistribution of the Notes and, if requested by the Lead Agent or other Agent
\nparticipating in the offer and sale of such series of Notes, to arrange for the
\ndetermination of the legality of the Notes for purchase by institutional
\ninvestors, except that neither the Company nor the Guarantor shall be required
\nin connection therewith to qualify to do business in any jurisdiction where it
\nis not now so qualified or to take any action which would subject it to general
\nor unlimited service of process in any jurisdiction where it is not now so
\nsubject.<\/p>\n<\/p>\n
(f) Upon request, the Company and the Guarantor will furnish to the Agents
\nand counsel for the Agents, without charge, signed copies of the Registration
\nStatement (including exhibits thereto) and the Prospectus and, so long as
\ndelivery of a prospectus relating to the Notes by an Agent may be required by
\nthe Securities Act (including in circumstances where such requirement may be
\nsatisfied pursuant to Rule 172), as many copies of each additional prospectus
\nsupplement, Pricing Supplement and Issuer Free Writing Prospectus and any
\nsupplements thereto as each Agent may reasonably request. The Company will<\/p>\n
\n
11<\/p>\n
\n<\/p>\n
pay the expenses of printing or other production of all documents relating to
\neach offering that are required to be prepared, furnished or delivered by it.\n<\/p>\n<\/p>\n
(g) Upon request, the Company will prepare a final term sheet, containing
\nsolely a description of final terms of the Securities and the offering thereof
\n(a “Final Term Sheet<\/u>“), in a form approved by the relevant Agent and will
\nfile such term sheet pursuant to Rule 433(d) within the time required by such
\nRule.<\/p>\n<\/p>\n
(h) (i) Each of the Company and the Guarantor agrees that, unless it has
\nobtained or will obtain, as the case may be, the prior written consent of the
\nLead Agent, and (ii) each Agent, severally and not jointly, agrees with the
\nCompany and the Guarantor that, unless it has obtained or will obtain, as the
\ncase may be, the prior written consent of the Company and the Guarantor, it has
\nnot made and will not make any offer relating to the Notes that would constitute
\nan Issuer Free Writing Prospectus or that would otherwise constitute a “free
\nwriting prospectus” (as defined in Rule 405) required to be filed by the Company
\nor the Guarantor with the Commission or retained by the Company or the Guarantor
\nunder Rule 433; provided that the prior written consent of the parties hereto
\nshall be deemed to have been given in respect of any Final Term Sheet and any
\nfree writing prospectus prepared by an Agent in connection with a specific
\noffering of the Notes and approved for use by the Company and the Guarantor. Any
\nsuch free writing prospectus consented to by the relevant Agent or the Company
\nand the Guarantor is hereinafter referred to as a “Permitted Free Writing
\nProspectus.” Each of the Company and the Guarantor agrees that (x) it has
\ntreated and will treat, as the case may be, each Permitted Free Writing
\nProspectus as an Issuer Free Writing Prospectus and (y) it has complied and will
\ncomply, as the case may be, with the requirements of Rules 164 and 433
\napplicable to any Permitted Free Writing Prospectus, including in respect of
\ntimely filing with the Commission, legending and record keeping.<\/p>\n<\/p>\n
(i) So long as any of the Notes are outstanding, the Guarantor agrees to
\nfurnish to each Agent, upon its reasonable request, as soon as available, all
\nreports and financial statements filed by or on behalf of the Guarantor with the
\nCommission or any national securities exchange. The Guarantor shall be deemed to
\nhave furnished such information to such Agent if (i) such reports and financial
\nstatements are generally available on, and can be printed and\/or downloaded
\nfrom, the Securities and Exchange Commission153s internet website,
\nwww.sec.gov<\/em> (or any other website of which the Guarantor notifies such
\nAgent), and (ii) such Agent has been notified by the Guarantor that such reports
\nand financial statements have been filed with the Securities and Exchange
\nCommission.<\/p>\n<\/p>\n(j) The Company and the Guarantor shall, whether or not any sale of Notes is
\nconsummated or this Agreement is terminated, pay all expenses incident to the
\nperformance of their obligations under this Agreement and under any Terms
\nAgreement, including, without limitation, the fees and disbursements of its
\naccountants and counsel; the cost of printing (or other production) and delivery
\nof the Registration Statement, the Prospectus, any Pricing Supplements, Final
\nTerm Sheets or Issuer Free Writing Prospectuses, all amendments thereof and
\nsupplements thereto, the Indentures, and all other documents relating to the
\noffering, the cost of preparing, printing, packaging and delivering the Notes;
\nthe fees and disbursements (including reasonable fees of counsel) incurred in
\nconnection with the qualification of the Notes for sale and determination of
\neligibility for investment of the Notes under the securities or blue sky laws of\n<\/p>\n
\n
12<\/p>\n
\n<\/p>\n
such jurisdictions as the relevant Agent may reasonably designate; the fees
\nand disbursements of the Trustees; the fees of any agency that rates the Notes;
\nthe fees and expenses in connection with any listing of the Notes on The NASDAQ
\nStock Market, NYSE Arca, Luxembourg Stock Exchange or such other securities
\nexchange agreed to by the Company; the fees and expenses incurred with respect
\nto any filing with the Financial Regulatory Authority, Inc.; the reasonable fees
\nand disbursements of Cleary Gottlieb Steen & Hamilton LLP, as counsel for
\nthe Agents, or other counsel reasonably satisfactory to the Lead Agent, the
\nCompany and the Guarantor; and such other expenses, including, without
\nlimitation, advertising expenses as may be agreed upon by the Agents, the
\nCompany and the Guarantor; provided, however, that with respect to any purchase
\nof Notes by one of you as principal or agent pursuant to a Terms Agreement, the
\nfees and disbursements of Cleary Gottlieb Steen & Hamilton LLP or other
\ncounsel to you shall not be paid by either the Company or the Guarantor.<\/p>\n<\/p>\n
(k) During the term of this Agreement, the Company and the Guarantor shall
\nfurnish to each Agent such relevant documents and certificates of officers of
\nthe Company and the Guarantor relating to the business, operations and affairs
\nof the Company and the Guarantor, the Registration Statement, the Prospectus,
\nany Pricing Supplement, Final Term Sheet and Issuer Free Writing Prospectus, any
\namendments thereof or supplements thereto, the Indentures, the Notes, this
\nAgreement, the Procedures, any Terms Agreement and the performance by the
\nCompany and the Guarantor of their obligations hereunder or thereunder as the
\nAgents may from time to time reasonably request. The Company and the Guarantor
\nshall promptly notify the Agents orally, followed by written notice, of any
\ndowngrading or of the receipt by either of them of any notice of any intended
\ndowngrading in the rating accorded any securities of either the Company or the
\nGuarantor by Moody153s Investors Service, Inc. or Standard & Poor153s Ratings
\nServices or, if one of them no longer rates the securities of either the Company
\nor the Guarantor, another “nationally recognized statistical rating
\norganization”, as such term is defined for purposes of Rule 436(g)(2).<\/p>\n<\/p>\n
(l) If any issue of Notes is to be listed on The NASDAQ Stock Market, NYSE
\nArca or such other securities exchange agreed to by the Company, as specified in
\nthe applicable Pricing Supplement, the Company and the Guarantor will use their
\nbest efforts to obtain the listing of such issue of Notes on such securities
\nexchange, to furnish to such securities exchange all documents, information and
\nundertakings that may be reasonably necessary in order to effect such listing,
\nand to cause such listing to be continued so long as any of the Notes of such
\nissue remain outstanding.<\/p>\n<\/p>\n
(m) Each time the Registration Statement or the Prospectus are amended or
\nsupplemented (other than by filing with the Commission: (i) a Pricing
\nSupplement, (ii) an amendment or supplement relating solely to an offering of
\nsecurities other than the Notes, (iii) a Current Report on Form 8-K (or any
\nsuccessor item thereto), or (iv) any other amendment or supplement that the Lead
\nAgent reasonably deems immaterial), the Company and the Guarantor will deliver
\nor cause to be delivered forthwith to the Agents a certificate of the Company
\nand the Guarantor, signed by (A) on behalf of the Company, the Chairman, the
\nPresident or any Vice President and by the Treasurer, any Assistant Treasurer,
\nthe Controller, the Secretary or any Assistant Secretary and, (B) on behalf of
\nthe Guarantor, the Chairman, any Vice Chairman, any Vice President, the
\nprincipal financial officer, the General Counsel, the Controller, any Deputy\n<\/p>\n
\n
13<\/p>\n
\n<\/p>\n
Controller or the principal accounting officer and by the Treasurer, any
\nAssistant Treasurer, the Secretary or any Assistant Secretary (or another
\nofficer or officers acceptable to the Lead Agent), dated as of the date of the
\neffectiveness of such amendment or the date of filing with the Commission of
\nsuch supplement or document, as the case may be, in form reasonably satisfactory
\nto the Lead Agent, to the effect that the statements contained in the
\ncertificate referred to in Section 5(b) (iii) that was last furnished to the
\nAgents (either pursuant to Section 5(b) (iii) or pursuant to this Section
\n4(A)(m)) are true and correct at the time of the effectiveness of such amendment
\nor the time of filing of such supplement or document, as the case may be, as
\nthough made at and as of such time (except that such statements shall be deemed
\nto relate to the Registration Statement, as amended as of the time of
\neffectiveness of such amendment, and to the relevant Prospectus, as amended and
\nsupplemented as of the date of such certificate) or, in lieu of such
\ncertificate, a certificate of the same tenor as the certificate referred to in
\nSection 5(b) (iii) but modified, if necessary, to relate to the Registration
\nStatement, as amended as of the time of the effectiveness of such amendment, and
\nto the relevant Prospectus, as amended and supplemented as of the date of such
\ncertificate.<\/p>\n<\/p>\n
(n) Each time the Registration Statement or the Prospectus are amended or
\nsupplemented (other than by filing with the Commission: (i) a Pricing
\nSupplement, (ii) an amendment or supplement relating solely to an offering of
\nsecurities other than the Notes, (iii) a Current Report on Form 8-K (or any
\nsuccessor item thereto), or (iv) any other amendment or supplement that the Lead
\nAgent reasonably deems immaterial), the Company and the Guarantor shall furnish
\nto or cause to be furnished forthwith to the Agents the written opinion of the
\nAssociate General Counsel-Capital Markets & Corporate Reporting of the
\nGuarantor, or, in connection with the filing of the Guarantor153s Annual Report on
\nForm 10-K, Cleary Gottlieb Steen & Hamilton LLP, or in either case, other
\ncounsel for the Company and\/or the Guarantor or other external counsel
\nreasonably satisfactory to the Lead Agent, dated as of the date of the
\neffectiveness of such amendment or the date of filing with the Commission of
\nsuch supplement or document, as the case may be, in form reasonably satisfactory
\nto the Lead Agent. In lieu of such opinion, counsel last furnishing such an
\nopinion to the Agents may furnish to the Agents a letter to the effect that the
\nAgents may rely on such last opinion to the same extent as though it were dated
\nas of the date of such letter and authorizing reliance on such last opinion
\n(except that statements in such last opinion will be deemed to relate to the
\nRegistration Statement, as amended at the time of the effectiveness of such
\namendment, and to the Prospectus, as amended and supplemented as of the date of
\nsuch letter).<\/p>\n<\/p>\n
(o) Each time that the Registration Statement or the Prospectus are amended
\nor supplemented to set forth amended or supplemental financial information
\nsupplemented (other than by filing with the Commission: (i) a Pricing
\nSupplement, (ii) an amendment or supplement relating solely to an offering of
\nsecurities other than the Notes, (iii) a Current Report on Form 8-K (or any
\nsuccessor item thereto), or (iv) any other amendment or supplement that the
\nAgents reasonably deems immaterial), the Guarantor shall cause KPMG LLP,
\nIndependent Registered Public Accounting Firm, forthwith to furnish the Agents a
\nletter, dated as of the date of the effectiveness of such amendment or the date
\nof filing of such supplement or document, as the case may be, in form
\nsatisfactory to the Lead Agent, of the same tenor as the letter of such
\nindependent public accountants referred to in Section 5(b)(iv) hereof but
\nmodified to relate to the Registration Statement and Prospectus, as amended and
\nsupplemented to the date of such letter,<\/p>\n
\n
14<\/p>\n
\n<\/p>\n
with such changes as may be necessary to reflect changes in the financial
\nstatements and other information derived from the accounting records of the
\nGuarantor; provided, however, that if the Registration Statement or the
\nProspectus are amended or supplemented solely to include or incorporate by
\nreference financial information with respect to a fiscal quarter, KPMG LLP may
\nlimit the scope of such letter to the unaudited financial statements included in
\nsuch amendment or supplement.<\/p>\n<\/p>\n
(p) Each solicitation of an offer to purchase Notes by you, each acceptance
\nby the Company of an offer for the purchase of Notes, each sale of Notes to any
\nPurchaser and each Settlement Date shall be deemed to be an affirmation that the
\nrepresentations and warranties of the Company and the Guarantor contained in or
\nmade pursuant to this Agreement are true and correct in all material respects at
\nthe time of such solicitation, acceptance, sale or issuance and delivery, as the
\ncase may be, as though made at and as of such time (and it is understood that
\nsuch representations and warranties shall relate to the Registration Statement
\nand the Prospectuses as amended and supplemented to each such time).<\/p>\n<\/p>\n
(q) Anything to the contrary in this Section 4 notwithstanding, if, at the
\ntime of any required notice, amendment or supplement to the Registration
\nStatement or the Prospectuses, the Company shall have instructed the Agents to
\nsuspend solicitation of offers to purchase the Notes in each Agent153s capacity as
\nagent of the Company and either Agent does not then hold any Notes acquired by
\nit as principal pursuant to a Terms Agreement, neither the Company nor the
\nGuarantor shall be obligated to furnish or cause to be furnished any notice,
\ncertificate, opinion or letter otherwise required until such time as it shall
\ndetermine that solicitation of offers to purchase the Notes should be resumed;
\nand provided, further, that, prior to resuming such solicitation the Agents
\nshall be entitled to receive any such notices, certificates, opinions or letters
\nnot previously furnished, accurate as of the date of such notice, certificate,
\nopinion or letter.<\/p>\n<\/p>\n
(B) Each Agent represents to and agrees with the Company and the Guarantor
\nthat it will comply with all relevant selling restrictions included in the
\nProspectus or Pricing Supplement for each series of Notes such Agent offers or
\nsells.<\/p>\n<\/p>\n
(C) Each Agent acknowledges and agrees with the Company and the Guarantor
\nthat it has the sole responsibility to ensure, to the extent that such Agent
\nmakes offers or sales of the Notes directly to investors, prior to any offer or
\nsale of the Notes, that it has a reasonable basis to believe that the Notes are
\nsuitable for the investors to whom the Notes are being sold, that it is lawful
\nfor such investors to purchase the Notes and that the investors are capable of
\nevaluating the risks and merits of any investment in the Notes. Further, each
\nAgent undertakes that it will only make offers and sales of the Notes through
\nbroker-dealers that acknowledge to and agree with such Agent to comply with all
\napplicable United States federal and state securities laws, the applicable rules
\nand regulations of any regulatory body promulgated thereunder and the applicable
\nrules and regulations of FINRA.<\/p>\n<\/p>\n
5. Conditions to the Obligations of the Agents<\/u>. Each Agent153s
\nobligations to solicit offers to purchase Notes as agent of the Company, any
\nAgent153s obligation to purchase Notes as principal pursuant to any Terms
\nAgreement or otherwise, and the obligation of any other Agent to purchase Notes
\nfrom the Company will be subject to the accuracy in all material<\/p>\n
\n
15<\/p>\n
\n<\/p>\n
respects of the representations and warranties on the part of the Company and
\nthe Guarantor herein contained, to the accuracy of the statements of the
\nofficers of the Company and the Guarantor made in each certificate furnished
\npursuant to the provisions hereof and to the performance and observance by the
\nCompany and the Guarantor of all covenants and agreements herein contained on
\ntheir part to be performed and observed (in the case of the Agents153 obligations
\nto solicit offers to purchase Notes, at the time of such solicitation, and, in
\nthe case of any Purchaser153s obligation to purchase Notes, at the time the
\nCompany accepts the offer to purchase such Notes and at the time of purchase)
\nand (in each case) to the following additional conditions precedent when and as
\nspecified:<\/p>\n<\/p>\n
(a) On the corresponding Settlement Date:<\/p>\n<\/p>\n
(i) The Prospectus, and any supplements thereto, have been filed in the
\nmanner and within the time period required by Rule 424(b) and any other material
\nrequired to be filed by the Company pursuant to Rule 433(d), shall have been
\nfiled with the Commission within the applicable time periods prescribed for such
\nfilings by Rule 433; and no stop order suspending the effectiveness of the
\nRegistration Statement or any notice objecting to its use shall have been issued
\nand no proceedings for that purpose shall have been instituted or threatened.\n<\/p>\n<\/p>\n
(ii) There shall not have occurred any change, or any development involving a
\nprospective change, in or affecting the condition (financial or otherwise),
\nearnings, business or properties of the Company, the Guarantor and their
\nrespective subsidiaries, taken as a whole, whether or not arising from
\ntransactions in the ordinary course of business, except as set forth in or
\ncontemplated in the Disclosure Package and the Prospectus and any Pricing
\nSupplements (exclusive of any supplement thereto) the effect of which, in any
\ncase referred to above, is, in the sole judgment of the Lead Agent after
\nconsultation with the Company, so material and adverse as to make it impractical
\nor inadvisable to proceed with the offering or delivery of the Notes as
\ncontemplated by the Prospectus, as amended or supplemented, except, in the case
\nof any purchase of Notes by any Agent as principal, as disclosed to such Agent
\nin writing by the Company and the Guarantor before the Company accepted the
\noffer to purchase such Notes.<\/p>\n<\/p>\n
(iii) There shall not have occurred any (x) suspension or material limitation
\nof trading in securities generally on the New York Stock Exchange, or any
\nsetting of minimum prices for trading on such exchange, or any suspension of
\ntrading of the Guarantor153s common stock by the Commission or the New York Stock
\nExchange, (y) declaration of a general moratorium on commercial banking
\nactivities by either federal or New York state authorities or exchange controls
\nshall have been imposed by the United States or (z) any outbreak or escalation
\nof hostilities, any declaration by the United States of war or national
\nemergency or other calamity or crisis the effect of which on financial markets
\nis such to as to make it, in the Lead Agent153s sole judgment, after consultation
\nwith the Company, impracticable or inadvisable to proceed with the offering of
\nthe Notes as contemplated by the relevant Prospectus, as amended or
\nsupplemented, except, in the case of any purchase of Notes by any Agent as
\nprincipal, for any such event occurring before the Company accepted the offer to
\npurchase such Notes.<\/p>\n
\n
16<\/p>\n
\n<\/p>\n
(iv) There shall not have been any decrease in the rating of any of the
\nCompany153s or the Guarantor153s senior or subordinated debt securities by any
\n“nationally recognized statistical rating organization” (as defined for purposes
\nof Rule 436(g)) or any notice given of any intended or potential decrease in any
\nsuch rating or of a possible change in any such rating that does not indicate
\nthe direction of the possible change, except as disclosed to the Agents in
\nwriting by the Company and the Guarantor before the Company accepted the offer
\nto purchase such Notes.<\/p>\n<\/p>\n
(b) On the Commencement Date and, if called for by any Terms Agreement on the
\ncorresponding Settlement Date:<\/p>\n<\/p>\n
(i) The Company and the Guarantor shall have furnished to the Agents such
\ncustomary opinion or opinions of the Associate General Counsel : Capital Markets
\n& Corporate Reporting of the Guarantor (or other counsel for the Company
\nand\/or the Guarantor reasonably acceptable to the Lead Agent) on the
\nCommencement Date as the Agents may reasonably require, and, on the Settlement
\nDate will furnish such customary opinion or opinions of the Associate General
\nCounsel : Capital Markets & Corporate Reporting of the Guarantor (or other
\ncounsel for the Company and\/or the Guarantor reasonably acceptable to the
\nAgents) as the Agents may reasonably require and, if called for by a Terms
\nAgreement, such customary opinion or opinions of other counsel, dated the
\nCommencement Date or the Settlement Date, as the case may be, as the Agents may
\nreasonably require.<\/p>\n<\/p>\n
(ii) Each Agent shall have received from Cleary Gottlieb Steen & Hamilton
\nLLP, counsel for the Agents (or other counsel reasonably acceptable to such
\nAgent, the Company and the Guarantor), such customary opinion or opinions dated
\nthe Commencement Date or the Settlement Date, as the case may be, as the Agents
\nmay reasonably require.<\/p>\n<\/p>\n
(iii) The Company and the Guarantor shall have furnished to the Agents a
\ncertificate of the Company and the Guarantor, signed by (A) on behalf of the
\nCompany:the Chairman, the President or any Vice President and by the Treasurer,
\nany Assistant Treasurer, the Controller, the Secretary or any Assistant
\nSecretary and (B) on behalf of the Guarantor:the Chairman, any Vice Chairman,
\nthe President, any Vice President, Chief Financial Officer, the Chief Accounting
\nOfficer, the General Counsel, the Controller or any Deputy Controller and by the
\nTreasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary (or
\nanother officer or officers acceptable to the Lead Agent), dated the
\nCommencement Date or the Settlement Date, as the case may be, to the effect that
\neach signatory of such certificate has carefully examined the Registration
\nStatement, as amended as of the date of such certificate, the Prospectuses, as
\namended and supplemented as of the date of such certificate, the Disclosure
\nPackage and this Agreement and that: the respective representations and
\nwarranties of the Company and the Guarantor in this Agreement are true and
\ncorrect on and as of the date of such certificate with the same effect as if
\nmade on the date of such certificate and the Company and the Guarantor have
\ncomplied in all material respects with all the respective agreements and
\nsatisfied all the conditions on their part to be performed or satisfied as a
\ncondition to the obligations of the Agents under this Agreement; no stop order\n<\/p>\n
\n
17<\/p>\n
\n<\/p>\n
suspending the effectiveness of the Registration Statement or any notice
\nobjecting to its use has been issued and no proceedings for that purpose have
\nbeen instituted or, to their knowledge, have been threatened or communicated by
\nthe Commission to the Company or the Guarantor as being contemplated by it under
\nthe Securities Act; and since the date of the most recent financial statements
\nincluded in the relevant Prospectus or the Disclosure Package, each as amended
\nand supplemented, there has been no material adverse change in the consolidated
\nfinancial condition or results of operations of the Guarantor and its
\nsubsidiaries, taken as a whole, which is not disclosed in the relevant
\nProspectus or the Disclosure Package, as amended or supplemented.<\/p>\n<\/p>\n
(iv) KPMG LLP or another nationally recognized independent registered public
\naccounting firm shall have furnished to the Agents a letter or letters, dated
\nthe Commencement Date or the Settlement Date, as the case may be, in form and
\nsubstance reasonably satisfactory to the Agents.<\/p>\n<\/p>\n
(v) The Company and the Guarantor shall have furnished to each Agent such
\nappropriate further information, certificates and documents as such Agent may
\nreasonably request.<\/p>\n<\/p>\n
The documents required to be delivered by this Section 5 shall be delivered
\nat the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the
\nAgents, at One Liberty Plaza, New York, New York 10006, on the Commencement Date
\nor the Settlement Date, as the case may be.<\/p>\n<\/p>\n
6. Indemnification and Contribution<\/u>. (a) The Company and the Guarantor
\nagree to indemnify and hold harmless each Agent, the directors, officers,
\nemployees and agents of each Agent and each person who controls any Agent within
\nthe meaning of either the Securities Act or the Exchange Act and each of your
\naffiliates within the meaning of Rule 405 under the Securities Act against any
\nand all losses, claims, damages or liabilities, joint or several, to which they
\nor any of them may become subject under the Securities Act, the Exchange Act or
\nother Federal or state statutory law or regulation, at common law or otherwise,
\ninsofar as such losses, claims, damages or liabilities (or actions in respect
\nthereof) arise out of or are based upon any untrue statement or alleged untrue
\nstatement of a material fact contained in the registration statement for the
\nregistration of the Notes as originally filed or in any amendment thereof, or in
\nthe Base Prospectus, any prospectus supplement, any preliminary or final Pricing
\nSupplement or any Issuer Free Writing Prospectus, or in any amendment thereof or
\nsupplement thereto, or arise out of or are based upon the omission or alleged
\nomission to state therein a material fact required to be stated therein or
\nnecessary to make the statements therein not misleading, and agrees to reimburse
\neach such indemnified party, as incurred, for any legal or other expenses
\nreasonably incurred by them in connection with investigating or defending any
\nsuch loss, claim, damage, liability or action; provided, however, that the
\nCompany and the Guarantor will not be liable in any such case to the extent that
\nany such loss, claim, damage or liability arises out of or is based upon any
\nsuch untrue statement or alleged untrue statement or omission or alleged
\nomission made therein in reliance upon and in conformity with written
\ninformation furnished to the Company or the Guarantor by any Agent specifically
\nfor inclusion therein. This indemnity agreement will be in addition to any
\nliability which the Company and the Guarantor may otherwise have.<\/p>\n
\n
18<\/p>\n
\n(b) Each Agent severally and not jointly agrees to indemnify and hold
\nharmless the Company and the Guarantor, each of their respective directors, each
\nof their respective officers who signs the Registration Statement, and each
\nperson who controls the Company or the Guarantor within the meaning of either
\nthe Securities Act or the Exchange Act, to the same extent as the foregoing
\nindemnity from the Company and the Guarantor to each Agent, but only with
\nreference to written information relating to such Agent furnished to the Company
\nor the Guarantor by such Agent specifically for inclusion in the documents
\nreferred to in the foregoing indemnity. This indemnity agreement will be in
\naddition to any liability that any Agent may otherwise have.<\/p>\n<\/p>\n
(c) Promptly after receipt by an indemnified party under this Section 6 of
\nnotice of the commencement of any action, such indemnified party will, if a
\nclaim in respect thereof is to be made against the indemnifying party under this
\nSection 6, notify the indemnifying party in writing of the commencement thereof;
\nbut the failure so to notify the indemnifying party (i) will not relieve it from
\nliability under paragraph (a) or (b) above unless and to the extent it did not
\notherwise learn of such action and such failure results in the forfeiture by the
\nindemnifying party of substantial rights and defenses and (ii) will not, in any
\nevent, relieve the indemnifying party from any obligations to any indemnified
\nparty other than the indemnification obligation provided in paragraph (a) or (b)
\nabove. The indemnifying party shall be entitled to appoint counsel of the
\nindemnifying party153s choice at the indemnifying party153s expense to represent the
\nindemnified party in any action for which indemnification is sought (in which
\ncase the indemnifying party shall not thereafter be responsible for the fees and
\nexpenses of any separate counsel retained by the indemnified party or parties
\nexcept as set forth below); provided, however, that such counsel shall be
\nsatisfactory to the indemnified party. Notwithstanding the indemnifying party153s
\nelection to appoint counsel to represent the indemnified party in an action, the
\nindemnified party shall have the right to employ separate counsel (including
\nlocal counsel), and the indemnifying party shall bear the reasonable fees, costs
\nand expenses of such separate counsel if (i) the use of counsel chosen by the
\nindemnifying party to represent the indemnified party would present such counsel
\nwith a conflict of interest, (ii) the actual or potential defendants in, or
\ntargets of, any such action include both the indemnified party and the
\nindemnifying party and the indemnified party shall have reasonably concluded
\nthat there may be legal defenses available to it and\/or other indemnified
\nparties which are different from or additional to those available to the
\nindemnifying party, (iii) the indemnifying party shall not have employed counsel
\nsatisfactory to the indemnified party to represent the indemnified party within
\na reasonable time after notice of the institution of such action or (iv) the
\nindemnifying party shall authorize the indemnified party to employ separate
\ncounsel at the expense of the indemnifying party. An indemnifying party will
\nnot, without the prior written consent of the indemnified parties, settle or
\ncompromise or consent to the entry of any judgment with respect to any pending
\nor threatened claim, action, suit or proceeding in respect of which
\nindemnification or contribution may be sought hereunder (whether or not the
\nindemnified parties are actual or potential parties to such claim or action)
\nunless such settlement, compromise or consent includes an unconditional release
\nof each indemnified party from all liability arising out of such claim, action,
\nsuit or proceeding.<\/p>\n<\/p>\n
(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of
\nthis Section 6 is unavailable to or insufficient to hold harmless an indemnified
\nparty for any reason, the Company, the Guarantor and the Agents severally agree
\nto contribute to the aggregate losses,<\/p>\n
\n
19<\/p>\n
\n<\/p>\n
\n
claims, damages and liabilities (including legal or other expenses reasonably
\nincurred in connection with investigating or defending same) (collectively
\n“Losses<\/u>“) to which the Company, the Guarantor and one or more of the
\nAgents may be subject in such proportion as is appropriate to reflect the
\nrelative benefits received by the Company and the Guarantor on the one hand and
\nby the Agents on the other from the offering of the Notes; provided, however,
\nthat in no case shall (i) any Agent (except as may be provided in any agreement
\namong Agents relating to the offering of the Notes) be responsible for any
\namount in excess of the discount or commission applicable to the Notes purchased
\nby such Agent hereunder. If the allocation provided by the immediately preceding
\nsentence is unavailable for any reason, the Company, the Guarantor and the
\nAgents severally shall contribute in such proportion as is appropriate to
\nreflect not only such relative benefits but also the relative fault of the
\nCompany and the Guarantor on the one hand and of the Agents on the other in
\nconnection with the statements or omissions which resulted in such Losses as
\nwell as any other relevant equitable considerations. Benefits received by the
\nCompany and the Guarantor shall be deemed to be equal to the total net proceeds
\nfrom the offering (before deducting expenses) received by the Company, and
\nbenefits received by the Agents shall be deemed to be equal to the total
\ndiscounts and commissions, in each case as set forth in the Pricing Supplement.
\nRelative fault shall be determined by reference to, among other things, whether
\nany untrue or any alleged untrue statement of a material fact or the omission or
\nalleged omission to state a material fact relates to information provided by the
\nCompany and the Guarantor on the one hand or the Agents on the other, the intent
\nof the parties and their relative knowledge, access to information and
\nopportunity to correct or prevent such untrue statement or omission. The
\nCompany, the Guarantor and the Agents agree that it would not be just and
\nequitable if contribution were determined by pro rata allocation or any other
\nmethod of allocation which does not take account of the equitable considerations
\nreferred to above. Notwithstanding the provisions of this paragraph (d), no
\nperson guilty of fraudulent misrepresentation (within the meaning of Section
\n11(f) of the Securities Act) shall be entitled to contribution from any person
\nwho was not guilty of such fraudulent misrepresentation. For purposes of this
\nSection 6, each person who controls an Agent within the meaning of either the
\nSecurities Act or the Exchange Act and each director, officer, employee and
\nagent of an Agent shall have the same rights to contribution as such Agent, and
\neach person who controls the Company or the Guarantor, as applicable, within the
\nmeaning of either the Securities Act or the Exchange Act, each officer of the
\nCompany or the Guarantor, as applicable, who shall have signed the Registration
\nStatement and each director of the Company or the Guarantor, as applicable,
\nshall have the same rights to contribution as the Company or the Guarantor, as
\napplicable, subject in each case to the applicable terms and conditions of this
\nparagraph (d).<\/p>\n<\/p>\n
7. Termination<\/u>. (a) This Agreement will continue in effect until
\nterminated as provided in this Section 7. This Agreement may be terminated by
\neither the Company or the Guarantor as to any Agent, or by any Agent, insofar as
\nthis Agreement relates to such Agent, by giving written notice of such
\ntermination to such Agent or the Company and the Guarantor, as the case may be.
\nThe termination of this Agreement shall not require termination of any agreement
\nby any of you to purchase Notes as principal, and the termination of any such
\nAgreement shall not require termination of this Agreement. If this Agreement is
\nterminated, neither the Company and the Guarantor, on the one hand, nor any
\nAgent, on the other hand, shall have any liability to each other, except as
\nprovided in the first sentence of the third paragraph of Section 2(a) and
\nSections 4(A)(b), 4(A)(g), 4(A)(h), 6, 8 and 11, and except that, if at the time
\nof<\/p>\n
\n
20<\/p>\n
\n<\/p>\n
\n
termination an offer to purchase any of the Notes has been accepted by the
\nCompany but the time of delivery to the purchaser or its agent of the Note or
\nNotes relating thereto has not occurred, the representations and warranties of
\nthe Company and the Guarantor stated in Section 2 and the Company153s obligations
\nunder the Procedures, and in Sections 2(c), 4(A)(a), 4(A)(b), 4(A)(c), 4(A)(d),
\n4(A)(e), 4(A)(f), 4(A)(g), 4(A)(i), 4(A)(j), 4(A)(k), 4(A)(1), 4(A)(m), 4(A)(o),
\n4(A)(q) and 5 shall also remain in full force and effect and not be terminated
\nuntil the delivery of such Notes.<\/p>\n<\/p>\n
8. Representations and Indemnities to Survive<\/u>. The respective
\nagreements, representations, warranties, indemnities and other statements of the
\nCompany and the Guarantor or their officers and of any of you set forth in or
\nmade pursuant to this Agreement will remain in full force and effect, regardless
\nof any investigation made by or on behalf of you, the Company, the Guarantor or
\nany of the officers, directors or controlling persons referred to in Section 6
\nhereof, and will survive delivery of and payment for the Notes. The provisions
\nof Section 4(j) and Section 6 hereof shall survive the termination or
\ncancellation of this Agreement.<\/p>\n<\/p>\n
9. Notices<\/u>. All communications hereunder will be in writing and
\neffective only on receipt, and, if sent to an Agent, will be delivered or sent
\nby mail or transmitted by any standard form of telecommunication and confirmed
\nto such Agent, at the address specified on Schedule I hereto; or, if sent to the
\nCompany or the Guarantor, will be delivered or sent by mail or transmitted by
\nany standard form of telecommunication and confirmed to it at 153 E. 53rd
\nStreet, 6th Floor, New York, New York 10043, Attention: Assistant Treasurer (fax
\nno.: (212) 793-5629), with a copy to Citigroup Inc., One Court Square, 45th
\nFloor, Long Island City, New York 11120, Attn: Associate General Counsel :
\nCapital Markets and Corporate Reporting (fax no.: (718) 248-2705.<\/p>\n<\/p>\n
10. Successors<\/u>. This Agreement will inure to the benefit of and be
\nbinding upon the parties hereto and their respective successors and the officers
\nand directors and controlling persons referred to in Section 6 hereof. Nothing
\nexpressed or implied in this Agreement or any Terms Agreement is intended or
\nshall be construed to give any person, firm or corporation, other than the
\nparties hereto and their respective successors and the controlling persons and
\nofficers and directors referred to in Section 6 and their heirs and legal
\nrepresentatives, any legal or equitable right, remedy or claim under or in
\nrespect of this Agreement or any Terms Agreement or any provision herein or
\ntherein contained. This Agreement and any Terms Agreement and all conditions and
\nprovisions hereof and thereof except to the extent provided for in Section 5
\nhereof are intended to be for the sole and exclusive benefit of the parties
\nhereto and their respective successors and said controlling persons and officers
\nand directors and their heirs and legal representatives, and for the benefit of
\nno other person, firm or corporation. No Purchaser of Notes shall be deemed to
\nbe a successor by reason merely of such purchase. This Agreement and the rights
\nand obligations of any of you hereunder may not be assigned without the prior
\nwritten consent of the Company and the Guarantor.<\/p>\n<\/p>\n
11. Waivers<\/u>. Neither any failure nor delay on the part of any party to
\nexercise any right, remedy, power or privilege under this Agreement (singly and
\ncollectively referred to as a “Right<\/u>“) shall operate as a waiver of such
\nRight, nor shall any single or partial exercise of any Right preclude any other
\nor further exercise of any Right, nor shall any waiver of any Right<\/p>\n
\n
21<\/p>\n
\n<\/p>\n
\n
with respect to any occurrence be construed as a waiver of any Right with
\nrespect to any other occurrence.<\/p>\n<\/p>\n
12. No Fiduciary Duty<\/u>. The Company and the Guarantor hereby
\nacknowledge that (i) the purchase and sale of the Notes pursuant to this
\nAgreement is an arm153s-length commercial transaction between the Company and the
\nGuarantor, on the one hand, and the Agents and any affiliate through which it
\nmay be acting, on the other, (ii) the Agents are acting as principal and not as
\nan agent or fiduciary of the Company or the Guarantor and (iii) the Company153s
\nengagement of the Agents in connection with the offering and the process leading
\nup to the offering is as independent contractors and not in any other capacity.
\nFurthermore, each of the Company and the Guarantor agrees that it is solely
\nresponsible for making its own judgments in connection with the offering
\n(irrespective of whether any of the Agents has advised or is currently advising
\nthe Company or the Guarantor on related or other matters). The Company and the
\nGuarantor agree that they will not claim that the Agents have rendered advisory
\nservices of any nature or respect, or owe an agency, fiduciary or similar duty
\nto the Company or the Guarantor, in connection with such transaction or the
\nprocess leading thereto.<\/p>\n<\/p>\n
13. Integration<\/u>. This Agreement supersedes all prior agreements and
\nunderstandings (whether written or oral) between the Company, the Guarantor and
\nthe Agents, or any of them, with respect to the subject matter hereof.<\/p>\n<\/p>\n
14. Applicable Law<\/u>. This Agreement will be governed by and construed
\nin accordance with the laws of the State of New York applicable to contracts
\nmade and to be performed within the State of New York.<\/p>\n<\/p>\n
15. Counterparts<\/u>. This Agreement may be signed in one or more
\ncounterparts, each of which shall constitute an original and all of which
\ntogether shall constitute one and the same agreement.<\/p>\n<\/p>\n
16. Headings<\/u>. The section headings used herein are for convenience
\nonly and shall not affect the construction hereof.<\/p>\n<\/p>\n
17. Notice of New Registration Statement<\/u>. <\/strong>(a) Upon
\ndelivery by the Company and the Guarantor to the Agents of a properly executed
\nnotice in the form attached as Exhibit G hereto (a “Notice of New Registration
\nStatement”), (i) the file number contained in the first sentence of Section 1(a)
\nof this Agreement shall thereafter be deemed to refer to the file number of the
\nregistration statement specified in such Notice of New Registration Statement
\n(the “New Registration Statement”), (ii) all references in this Agreement to the
\n“Registration Statement” shall thereafter be deemed to refer to the New
\nRegistration Statement.<\/p>\n<\/p>\n(b) Together with the notice required by Section 17(a), the Company and the
\nGuarantor shall deliver or cause to be delivered to the Agents the documents
\nrequired under Section 4(A)(m), 4(A)(n) and 4(A)(o) of the Agreement, provided
\nthat such Section 4(A)(m), 4(A)(n) and 4(A)(o) shall remain unchanged and shall
\napply to the New Registration Statement.<\/p>\n
\n
22<\/p>\n
\n<\/p>\n
\n
If the foregoing is in accordance with your understanding of our agreement,
\nplease sign and return to us the enclosed duplicate hereof, whereupon this
\nletter and your acceptance shall represent a binding agreement among the
\nCompany, the Guarantor and you.<\/p>\n<\/p>\n
\n\n\n| \n<\/td>\n | \n Very truly yours,<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n CITIGROUP FUNDING INC.<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/Charles E. Wainhouse<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Charles E. Wainhouse<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Executive Vice President & Treasurer<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n CITIGROUP INC.<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ John C. Gerspach<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n John C. Gerspach<\/p>\n<\/td>\n<\/tr>\n |
\n| \n<\/td>\n | \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n 23<\/p>\n
\n<\/p>\n \n The foregoing Amended and Restated
\nGlobal Selling Agency Agreement is
\nhereby confirmed and accepted
\nas of the date hereof:<\/p>\n<\/p>\n \n\n\n| \n CITIGROUP GLOBAL MARKETS INC., as Lead Agent<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Jack D. McSpadden, Jr.<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Jack D. McSpadden, Jr.<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n UBS FINANCIAL SERVICES INC.<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Eric Glicksman<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Eric Glicksman<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Jorge A. Ramirez<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Jorge A. Ramirez<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n 24<\/p>\n
\n<\/p>\n \n \n\n\n| \n WELLS FARGO SECURITIES, LLC<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | \n \/s\/ Donald T. Brudie, Jr.<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Name:<\/p>\n<\/td>\n | \n Donald T. Brudie, Jr.<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n Title:<\/p>\n<\/td>\n | \n Managing Director<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n CFI Amended and Restated GSAA<\/p>\n August 26, 2011<\/p>\n \n 25<\/p>\n
\n<\/p>\n \n SCHEDULE I<\/strong><\/p>\n\n Citigroup Global Markets Inc.
\n388 Greenwich Street
\nNew York, New York 10013<\/p>\n<\/p>\n UBS Financial Services Inc.
\n800 Harbor Boulevard, Third Floor<\/p>\n Weehawken, NJ 07086<\/p>\n Attention: Structured Products Group<\/p>\n<\/p>\n Wells Fargo Securities, LLC
\nAttention: Don Brudie<\/p>\n 375 Park Avenue<\/p>\n New York, New York 10152<\/p>\n \n 26<\/p>\n
\n<\/p>\n \n SCHEDULE II<\/strong><\/p>\n\n Transactions Subject to Sanctions<\/strong><\/p>\n\n None.<\/p>\n \n 27<\/p>\n
\n\n<\/p>\n EXHIBIT A<\/strong><\/p>\n\n CITIGROUP FUNDING INC.<\/p>\n \n Medium-Term Notes, Series D and Series E, Administrative
\nProcedures<\/u><\/p>\n \n August 26, 2011<\/p>\n \n The Medium-Term Notes, Series D (the “Series D Notes<\/u>“) and Medium-Term
\nNotes, Series E (the “Series E Notes<\/u>,” and, together with the Series D
\nNotes, the “Notes<\/u>“) of Citigroup Funding Inc. (the “Company<\/u>“), any
\npayments due on which are fully and unconditionally guaranteed by (the
\n“Guarantee<\/u>“) Citigroup Inc. (the “Guarantor<\/u>“), are to be offered
\non a continuing basis. Citigroup Global Markets Inc. has agreed, as agent, to
\nsolicit purchases of Notes issued in fully registered form. (The term
\n“Agent<\/u>” when used in these Administrative Procedures, means Citigroup
\nGlobal Markets Inc.) The Agent will not be obligated to purchase Notes for its
\nown account. The Notes are being sold pursuant to a Global Selling Agency
\nAgreement among the Company, the Guarantor, and the agents named therein
\n(including the Agent) dated the date hereof (the “Agency Agreement<\/u>“). The
\nNotes have been registered with the Securities and Exchange Commission (the
\n“Commission<\/u>“). The Bank of New York Mellon is the successor trustee under
\nthe Indenture, dated as of June 1, 2005, under which the Series D Notes will be
\nissued (the “Senior Debt Indenture<\/u>“). Deutsche Bank Trust Company
\nAmericas is the trustee (together with The Bank of New York Mellon, the
\n“Trustees<\/u>“) under the Indenture, dated as of June 1, 2005, under which
\nthe Series E Notes will be issued (the “Subordinated Debt Indenture<\/u>,”
\nand, together with the Senior Debt Indenture, the “Indentures<\/u>“). The
\nSeries D Notes will constitute part of the senior debt of the Company and will
\nrank equally with all other unsecured and unsubordinated debt of the Company.
\nThe Guarantee of the Series D Notes will constitute part of the senior debt of
\nthe Guarantor and will rank equally with all other unsecured and unsubordinated
\ndebt of the Guarantor. The Series E Notes will be subordinate and junior in the
\nright of payment to all Citigroup Funding Senior Indebtedness, to the extent and
\nin the manner set forth in the Subordinated Debt Indenture. The Guarantee of the
\nSeries E Notes will be subordinate and junior in the right of payment to all
\nCitigroup Senior Indebtedness, to the extent and in the manner set forth in the
\nSubordinated Debt Indenture.<\/p>\n<\/p>\n The Agency Agreement provides that Notes may also be purchased by the Agent
\nacting solely as principal and not as agent. In the event of any such purchase,
\nthe functions of both the Agent and the beneficial owner under the
\nadministrative procedures set forth below shall be performed by the Agent acting
\nsolely as principal, unless otherwise agreed to between the Company, the
\nGuarantor and the Agent acting as principal.<\/p>\n<\/p>\n Each Note will be represented by either a Global Security (as defined
\nhereinafter) or a certificate delivered to the Holder thereof or a Person
\ndesignated by such Holder (a “Certificated Note<\/u>“). Each Global Security
\nrepresenting Series D Notes will be delivered to Citibank, N.A., and each Global
\nSecurity representing Series E Notes will be delivered to Deutsche Bank Trust
\nCompany Americas, each acting as agent for The Depository Trust Company or any
\nsuccessor depositary selected by the Company (“DTC<\/u>“, which term, as used
\nherein, includes any successor depositary selected by the Company), and will be
\nrecorded in the<\/p>\n \n A-1<\/p>\n
\n<\/p>\n \n book-entry system maintained by DTC (a “Book-Entry Note<\/u>“). An owner of
\na Book-Entry Note will not be entitled to receive a certificate representing
\nsuch Note.<\/p>\n<\/p>\n The procedures to be followed during, and the specific terms of, the
\nsolicitation of orders by the Agent and the sale as a result thereof by the
\nCompany are explained below. Administrative and record-keeping responsibilities
\nwill be handled for the Company by its Treasury Department. The Company will
\nadvise the Agent and the Trustees in writing of those persons handling
\nadministrative responsibilities with whom the Agent and the Trustees are to
\ncommunicate regarding orders to purchase Notes and the details of their
\ndelivery. The term “Trustees<\/u>” as used in these procedures means the
\nTrustees and any other agents appointed by the Trustees or the Company.<\/p>\n<\/p>\n Administrative procedures and specific terms of the offering are explained
\nbelow. Book-Entry Notes will be issued in accordance with the administrative
\nprocedures set forth in Part I hereof, as adjusted in accordance with changes in
\nDTC153s operating requirements, and Certificated Notes will be issued in
\naccordance with the administrative procedures set forth in Part II hereof.
\nUnless otherwise defined herein, terms defined in the Indentures, the Agency
\nAgreement, the Notes or the Prospectus Supplement relating to the Notes shall be
\nused herein as therein defined. Notes for which interest is calculated on the
\nbasis of a fixed interest rate, which may be zero, are referred to herein as
\n“Fixed Rate Notes<\/u>“. Notes for which interest is calculated on the basis
\nof a floating interest rate are referred to herein as “Floating Rate
\nNotes<\/u>“. To the extent the procedures set forth below conflict with the
\nprovisions of the Notes, the Indentures, DTC153s operating requirements or the
\nAgency Agreement, the relevant provisions of the Notes, the Indentures, DTC153s
\noperating requirements and the Agency Agreement shall control.<\/p>\n<\/p>\n PART I<\/p>\n \n Administrative Procedures for
\nBook-Entry Notes<\/p>\n \n In connection with the qualification of the Book-Entry Notes for eligibility
\nin the book-entry system maintained by DTC, Citibank, N.A. and Deutsche Bank
\nTrust Company Americas (together, the “DTC Agents<\/u>“) will perform the
\ncustodial, document control and administrative functions described below for the
\nSeries D Notes and the Series E Notes, respectively. Citibank, N.A. will perform
\nsuch functions in accordance with its respective obligations under a Letter of
\nRepresentations from the Company and Citibank, N.A. to DTC dated as of the date
\nhereof and a Medium-Term Note Certificate Agreement between Citibank, N.A. and
\nDTC, dated as of October 31, 1988 and as amended to date, and its obligations as
\na participant in DTC, including DTC153s Same-Day Funds Settlement system
\n(“SDFS<\/u>“). Deutsche Bank Trust Company Americas will perform such
\nfunctions in accordance with its respective obligations under a Letter of
\nRepresentations from the Company and Deutsche Bank Trust Company Americas to DTC
\nto be executed on a future date and a Certificate Agreement between DTC and
\nDeutsche Bank Trust Company Americas, dated as of December 5, 1997 and as
\namended to date, and its obligations as a participant in DTC, including DTC153s
\nSDFS.<\/p>\n \n A-2<\/p>\n
\n<\/p>\n \n \n\n\n| \n Issuance:<\/p>\n<\/td>\n | \n<\/td>\n | \n On any date of settlement (as defined under “Settlement<\/u>” below) for
\none or more Book-Entry Notes, the Company will issue a single global security in
\nfully registered form without coupons (a “Global Security<\/u>“) representing
\nup to U.S $500,000,000 principal amount of all such Book-Entry Notes of the same
\nSeries that have the same Original Issue Date, Original Issue Discount
\nprovisions, if any, Interest Payment Dates, Regular Record Dates, Interest
\nPayment Period, redemption repayment and extension provisions, if any, Stated
\nMaturity, and, in the case of Fixed Rate Notes, interest rate, and amortization
\nschedule, if any, or, in the case of Floating Rate Notes, Initial Interest Rate,
\nBase Rate, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread
\nand\/or Spread Multiplier, if any, Minimum Interest Rate, if any, and Maximum
\nInterest Rate, if any and, in each case, any other relevant terms (collectively,
\nthe “Terms<\/u>“). Each Global Security will be dated and issued as of the
\ndate of its settlement. Each Global Security will bear an Original Issue Date,
\nwhich will be (i) with respect to an original Global Security (or any portion
\nthereof), the Original Issue Date specified in such Global Security and (ii)
\nfollowing a consolidation of Global Securities, with respect to the Global
\nSecurity resulting from such consolidation, the most recent Interest Payment
\nDate to which interest has been paid or duly provided for on the predecessor
\nGlobal Securities, regardless of the date of authentication of such resulting
\nGlobal Security. No Global Security will represent (i) both Fixed Rate and
\nFloating Rate Book-Entry Notes, (ii) any Certificated Note, or (iii) both Series
\nD Notes and Series E Notes.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Identification Numbers:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Company has arranged with the CUSIP Service Bureau of Standard &
\nPoor153s Ratings Services (the “CUSIP Service Bureau<\/u>“) for the reservation
\nof two Series of CUSIP numbers, one for Series D Notes and one for Series E
\nNotes, each of which series consists of approximately 900 CUSIP numbers and
\nrelates to Global Securities representing Book-Entry Notes and book-entry
\nmedium-term notes issued by the Company with other Series designations. The DTC
\nAgents, the Company and DTC have obtained from the CUSIP Service Bureau a
\nwritten list of such reserved CUSIP numbers. The DTC Agents will assign CUSIP
\nnumbers to Global Securities as described below under Settlement Procedure “B”.
\nDTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that
\nthe DTC Agents have assigned to Global Securities. Each DTC Agent will notify
\nthe Company at any time when fewer than 100 of the reserved CUSIP numbers remain
\nunassigned to Global Securities, and, if it deems necessary, the Company will
\nreserve additional CUSIP numbers for assignment to Global Securities. Upon
\nobtaining such additional CUSIP numbers, the Company shall deliver a list of
\nsuch additional CUSIP numbers to either or both DTC Agents, as<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-3<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n needed, and to DTC.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Registration:<\/p>\n<\/td>\n | \n<\/td>\n | \n Global Securities will be issued only in fully registered form without
\ncoupons. Each Global Security will be registered in the name of CEDE & CO.,
\nas nominee for DTC, on the securities register for the Notes (the
\n“Securities Register<\/u>“) maintained under the Indentures. The beneficial
\nowner of a Book-Entry Note (or one or more indirect participants in DTC
\ndesignated by such owner) will designate one or more participants in DTC (with
\nrespect to such Book-Entry Note, the “Participants<\/u>“) to act as agent or
\nagents for such owner in connection with the book-entry system maintained by
\nDTC, and DTC will record in book-entry form, in accordance with instructions
\nprovided by such Participants, a credit balance with respect to such beneficial
\nowner in such Book-Entry Note in the account of such Participants. The ownership
\ninterest of such beneficial owner (or such participant) in such Book-Entry Note
\nwill be recorded through the records of such Participants or through the
\nseparate records of such Participants and one or more indirect participants in
\nDTC.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Transfers:<\/p>\n<\/td>\n | \n<\/td>\n | \n Transfers of a Book-Entry Note will be accomplished by book entries made by
\nDTC and, in turn, by Participants (and in certain cases, one or more indirect
\nparticipants in DTC) acting on behalf of beneficial transferors and transferees
\nof such Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Exchanges:<\/p>\n<\/td>\n | \n<\/td>\n | \n Each DTC Agent may deliver to DTC and the CUSIP Service Bureau at any time a
\nwritten notice of consolidation (a copy of which shall be attached to the
\nresulting Global Security described below) specifying (i) the CUSIP numbers of
\ntwo or more outstanding Global Securities that represent (A) Fixed Rate
\nBook-Entry Notes of the same Series Dnd having the same Terms and for which
\ninterest has been paid to the same date or (B) Floating Rate Book-Entry Notes of
\nthe same Series Dnd having the same Terms and for which interest has been paid
\nto the same date, (ii) a date, occurring at least thirty days after such written
\nnotice is delivered and at least thirty days before the next Interest Payment
\nDate for such Book-Entry Notes, on which such Global Securities shall be
\nexchanged for a single replacement Global Security and (iii) a new CUSIP number
\nto be assigned to such replacement Global Security. Upon receipt of such a
\nnotice, DTC will send to its participants (including the DTC Agent for such
\nreplacement Global Security) a written reorganization notice to the effect that
\nsuch exchange will occur on such date. Prior to the specified exchange date,
\nsuch DTC Agent will deliver to the CUSIP Service Bureau a written notice setting
\nforth such exchange date and such new CUSIP number and stating that, as of such
\nexchange date, the CUSIP numbers of the Global Securities to be exchanged will
\nno longer be valid. On the specified exchange date, such DTC Agent will exchange
\nsuch Global Securities for a single Global Security bearing the new CUSIP number
\nand a new Original Issue Date, which<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-4<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n shall be the last date to which interest has been paid on the underlying
\nBook-Entry Notes, and the CUSIP numbers of the exchanged Global Securities will,
\nin accordance with CUSIP Service Bureau procedures, be canceled and not
\nimmediately reassigned. Upon such exchange, the DTC Agent will mark the
\npredecessor Global Security “canceled”, make appropriate entries in the DTC
\nAgent153s records and destroy such canceled Global Security in accordance with the
\nterms of the Indenture and deliver a certificate of destruction to the Company.
\nNotwithstanding the foregoing, if the Global Securities to be exchanged exceed
\nU.S $500,000,000 in aggregate principal amount, one Global Security will be
\nauthenticated and issued to represent each U.S. $500,000,000 of principal amount
\nof the exchanged Global Securities and an additional Global Security will be
\nauthenticated and issued to represent any remaining principal amount of such
\nGlobal Securities (see “Denominations<\/u>” below).<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Maturities:<\/p>\n<\/td>\n | \n<\/td>\n | \n Each Book-Entry Note will mature on a date nine months or more after the
\nissue date for such Note, except in the case of indexed Notes, for which the
\nmaturity may be shorter. A Floating Rate Book-Entry Note will mature only on an
\nInterest Payment Date for such Note. Any Note denominated in Japanese yen will
\nmature on a date not less than one year from the Original Issue Date (as defined
\nbelow) for such Note. Any Note denominated in Pounds Sterling will mature on a
\ndate not less than one year, nor more than five years, after its Original Issue
\nDate.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Denominations:<\/p>\n<\/td>\n | \n<\/td>\n | \n Unless otherwise agreed to by the Company, Book-Entry Notes will be issued in
\nprincipal amounts of U.S.$1,000 or any amount in excess thereof that is an
\nintegral multiple of U.S.$1,000. If Book-Entry Notes are denominated in a
\nSpecified Currency other than U.S. dollars, the denominations of such Notes will
\nbe determined pursuant to the provisions of the applicable Pricing Supplement.
\nGlobal Securities will be denominated in principal amounts not in excess of
\nU.S.$500,000,000 (or the equivalent thereof). If one or more Book-Entry Notes
\nhaving an aggregate principal amount in excess of U.S.$500,000,000 (or the
\nequivalent thereof) would, but for the preceding sentence, be represented by a
\nsingle Global Security, then one Global Security will be authenticated and
\nissued to represent each U.S.$500,000,000 principal amount (or the equivalent
\nthereof) of such Book-Entry Note or Notes and an additional Global Security will
\nbe authenticated and issued to represent any remaining principal amount of such
\nBook-Entry Note or Notes. In such a case, each of the Global Securities
\nrepresenting such Book-Entry Note or Notes shall be assigned the same CUSIP
\nnumber.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-5<\/p>\n
\n\n<\/p>\n \n\n\n| \n Notice of Redemption Dates:<\/p>\n<\/td>\n | \n<\/td>\n | \n Each DTC Agent will, with respect to the Notes for which it is Trustee, give
\nnotice to DTC prior to each Redemption Date (as specified in the Note) if any at
\nthe time and in the manner set forth in the Letter.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Interest:<\/p>\n<\/td>\n | \n<\/td>\n | \n General<\/em>. Unless otherwise indicated in the applicable Pricing
\nSupplement, interest, if any, on each Book-Entry Note will accrue from the
\nOriginal Issue Date (or such other date on which interest otherwise begins to
\naccrue, if different than the Original Issue Date) of the Global Security
\nrepresenting such Book-Entry Note for the first interest period or the last date
\nto which interest has been paid, if any, for each subsequent interest period, on
\nthe Global Security representing such Book-Entry Note, and will be calculated
\nand paid in the manner and on the Interest Payment Dates described in such
\nBook-Entry Note and in the Prospectus (as defined in the Agency Agreement), as
\nsupplemented by the applicable Pricing Supplement. Each payment of interest on a
\nBook-Entry Note will include interest accrued to but excluding the Interest
\nPayment Date; provided that in the case of Floating Rate Notes that reset daily
\nor weekly, interest payments will include interest accrued to but excluding the
\nnext preceding Regular Record Date, except that at stated Maturity, the interest
\npayable will include interest accrued to, but excluding, the Maturity. Interest
\npayable at the Maturity of a Book-Entry Note will be payable to the Person to
\nwhom the principal of such Note is payable.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Standard & Poor153s Ratings Services will use the information received in
\nthe pending deposit message described under Settlement Procedure “C” below in
\norder to include the amount of any interest payable and certain other
\ninformation regarding the related Global Security in the appropriate (daily or
\nweekly) bond report published by Standard & Poor153s Ratings Services.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Regular Record Dates<\/em>. Unless otherwise specified in the applicable
\nPricing Supplement, the Regular Record Date with respect to any Interest Payment
\nDate for a Floating-Rate Note, Fixed Rate Note or Indexed Rate Note shall be the
\ndate (whether or not a Business Day) fifteen calendar days immediately preceding
\nsuch Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Payments of Principal and Interest:<\/p>\n<\/td>\n | \n<\/td>\n | \n Payment of Interest Only<\/em>. Promptly after each Regular Record Date,
\nthe DTC Agent for each Global Security will deliver to the Company and DTC a
\nwritten notice setting forth, by CUSIP number, the amount of interest to be paid
\non each Global Security on the following Interest Payment Date (other than an
\nInterest Payment Date coinciding with Maturity) and the total of such amounts.
\nDTC will confirm the amount payable on each Global Security on such Interest\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n A-6<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Payment Date by reference to the appropriate (daily or weekly) bond reports
\npublished by Standard & Poor153s Ratings Services. The Company will pay to the
\nTrustee for the Notes represented by such Global Security the total amount of
\ninterest due on such Interest Payment Date (other than at Maturity), and such
\nTrustee will pay such amount to DTC at the times and in the manner set forth
\nbelow under “Manner of Payment”. If any Interest Payment Date for a Book-Entry
\nNote is not a Business Day, the payment due on such day shall be made on the
\nnext succeeding Business Day and no interest shall accrue as a result of such
\ndelayed payment.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Payments at Maturity or Upon Redemption<\/em>. On or about the first
\nBusiness Day of each month, each DTC Agent will, with respect to the Global
\nSecurities for which it acts as DTC Agent, deliver to the Company, DTC and the
\napplicable Trustee a written list of principal and interest to be paid on each
\nGlobal Security maturing either at Maturity or on a Redemption Date in the
\nfollowing month. The DTC Agent for each Global Security, the Company and DTC
\nwill confirm the amounts of such principal and interest payments with respect to
\neach such Global Security on or about the fifth Business Day preceding the
\nMaturity Date or Redemption Date of such Global Security. On or before such
\nMaturity or Redemption, the Company will pay to the Trustee for the Notes
\nrepresented by such Global Security the principal amount of such Global
\nSecurity, together with interest due at such Maturity. Such Trustee will pay
\nsuch amount to DTC at the times and in the manner set forth below under “Manner
\nof Payment”. If any Maturity of a Global Security representing Book-Entry Notes
\nis not a Business Day, the payment due on such day shall be made on the next
\nsucceeding Business Day and no interest shall accrue on such payment for the
\nperiod from and after such Maturity Date or Redemption Date. Promptly after
\npayment to DTC of the principal and interest due on the Maturity Date or on the
\nRedemption Date of such Global Security, the Trustee for such Global Security
\nwill cancel and destroy such Global Security in accordance with the applicable
\nIndenture and deliver a certificate of destruction to the Company.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Manner of Payment<\/em>. The total amount of any principal and interest
\ndue on Global Securities on any Interest Payment Date or at Maturity or upon
\nredemption shall be paid by the Company to the Trustee for the Notes represented
\nby such Global Security in immediately available funds no later than 9:30 A.M.
\n(New York City time) on such date. The Company will make such payment on such
\nGlobal Securities by instructing such Trustee to withdraw funds from an account
\nmaintained by the Company with the DTC Agent for the Notes represented by such
\nGlobal Securities. The Company will confirm any such instructions in writing to
\nsuch Trustee. Prior to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n A-7<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n 10:00 A.M. (New York City time) on the Maturity Date or as soon as possible
\nthereafter, such Trustee will pay by separate wire transfer (using Fedwire
\nmessage entry instructions in a form previously specified by DTC) to an account
\nat the Federal Reserve Bank of New York previously specified by DTC, in funds
\navailable for immediate use by DTC, each payment of principal (together with
\ninterest thereon) due on a Global Security on such Maturity Date or Redemption
\nDate. On each Interest Payment Date (other than at Maturity), interest payments
\nshall be made to DTC, in same day funds, in accordance with existing
\narrangements between the relevant DTC Agent and DTC. On each such date, DTC will
\npay, in accordance with its SDFS operating procedures then in effect, such
\namounts in funds available for immediate use to the respective Participants in
\nwhose names the Book-Entry Notes represented by such Global Securities are
\nrecorded in the book-entry system maintained by DTC. None of the Company (as
\nissuer or as paying agent), the Guarantor, the Trustee or such DTC Agent shall
\nhave any direct responsibility or liability for the payment by DTC to such
\nParticipants of the principal of and interest on the Book-Entry Notes. If an
\nissue of Notes is denominated in a currency other than the U.S. dollar, the
\nCompany will make payments of principal and any interest in the currency in
\nwhich the Notes are denominated (the “foreign currency<\/u>“) or in U.S.
\ndollars. DTC has elected to have all such payments of principal and interest in
\nU.S. dollars unless notified by any of its Participants through which an
\ninterest in the Notes is held that it elects, in accordance with and to the
\nextent permitted by the applicable Pricing Supplement and the Note, to receive
\nsuch payment of principal or interest in the foreign currency. On or prior to
\nthe third Business Day after the record date for payment of interest and twelve
\ndays prior to the date for payment of principal, such Participant shall notify
\nDTC of (i) its election to receive all, or the specified portion, of such
\npayment in the foreign currency and (ii) its instructions for wire transfer of
\nsuch payment to a foreign currency account.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n DTC will notify the applicable Trustee on or prior to the fifth<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-8<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n business day after the record date for payment of interest and ten days prior
\nto the date for payment of principal of the portion of such payment to be
\nreceived in the foreign currency and the applicable wire transfer instructions,
\nand the applicable Trustee shall use such instructions to pay the Participants
\ndirectly. If DTC does not so notify the applicable Trustee, it is understood
\nthat only U.S. dollar payments are to be made. The applicable Trustee shall
\nnotify DTC on or prior to the second Business Day prior to payment date of the
\nconversion rate to be used and the resulting U.S. dollar amount to be paid per
\nU.S.$1,000 face amount. In the event that the applicable Trustee153s quotation to
\nconvert the foreign currency into U.S. dollars is not available, the applicable
\nTrustee shall notify DTC153s Dividend Department that the entire payment is to be
\nmade in the foreign currency. In such event, DTC will ask its Participants for
\npayment instructions and forward such instructions to the applicable Trustee and
\nthe applicable Trustee shall use such instructions to pay the Participants
\ndirectly.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Withholding Taxes<\/em>. The amount of any taxes required under applicable
\nlaw to be withheld from any interest payment on a Book-Entry Note will be
\ndetermined and withheld by the Participant, indirect participant in DTC or other
\nPerson responsible for forwarding payments and materials directly to the
\nbeneficial owner of such Note.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Procedures upon Company153s Exercise of Optional Reset or Optional Extension of
\nMaturity:<\/p>\n<\/td>\n | \n<\/td>\n | \n Company Notice to Trustee regarding Exercise of Optional Reset<\/em>. Not
\nless than 45 or more than 60 days before an Optional Reset Date as set forth in
\na Book-Entry Note, the Company will notify the Trustee for such Book-Entry Note
\nwhether it is exercising its option to reset the interest rate or Spread or
\nSpread Multiplier, as the case may be, for such Book-Entry Note, and if so, (i)
\nthe new interest rate or Spread or Spread Multiplier, as the case may be, for
\nsuch Book-Entry Note during the period from such Optional Reset Date to the next
\nOptional Reset Date as set forth in such Book-Entry Note or, if there is no such
\nnext Optional Reset Date, to the Stated Maturity of such Book-Entry Note (the
\n“Subsequent Interest Period<\/u>“); and (ii) the provisions, if any, for
\nredemption of such Book-Entry Note during such Subsequent Interest Period,
\nincluding the date or dates on which or the period or periods during which such
\nredemption may occur during such Subsequent Interest Period.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Company Notice to Trustee regarding Exercise of Optional Extension of
\nMaturity<\/em>. If the Company elects to exercise an option, as set forth in a
\nBook-Entry Note, to extend the Stated Maturity of such Note, it will so notify
\nthe Trustee for such Book-Entry Note no less than 45 or more than 60 days before
\nthe Stated Maturity of such Book-Entry<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n A-9<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Note, and will further indicate (i) the new Stated Maturity; (ii) the
\ninterest rate or Spread or Spread Multiplier, as the case may be, applicable to
\nthe extension period; and (iii) the provisions, if any, for redemption of such
\nBook-Entry Note during such extension period, including the date or dates on
\nwhich or the period or periods during which such redemption may occur during
\nsuch extension period.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Trustee Notice to DTC regarding Company153s Exercise of Optional Extension
\nor Reset<\/em>. Upon receipt of notice from the Company regarding the Company153s
\nexercise of either an optional extension of maturity or an optional reset, the
\nTrustee for the Book-Entry Note will hand-deliver a notice to DTC not less than
\n40 days before the Optional Reset Date (in which case a “Reset Notice<\/u>“)
\nor the Stated Maturity (in which case an “Extension Notice<\/u>“), as the case
\nmay be, which Reset Notice or Extension Notice shall identify such Book-Entry
\nNote by CUSIP number and shall contain the information required by the terms of
\nthe Book-Entry Note.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Trustee Notice to Company regarding Option to be Repaid<\/em>. If, after
\nreceipt of either a Reset Notice or an Extension Notice, DTC exercises the
\noption for repayment by tendering the Global Security representing the
\nBook-Entry Note to be repaid as set forth in such Note, the Trustee for such
\nBook-Entry Note shall give notice to the Company not less than 22 days before
\nthe Optional Reset Date or the old Stated Maturity, as the case may be, of the
\nprincipal amount of Book-Entry Notes to be repaid on such Optional Reset Date or
\nold Stated Maturity, as the case may be.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Company Notice regarding New Interest Rate or New Spread or Spread
\nMultiplier<\/em>. If the Company elects to revoke the interest rate or Spread or
\nSpread Multiplier provided for in the Reset Notice and establish a higher
\ninterest rate or Spread or Spread Multiplier for an Optional Reset Period or
\nextension period, as the case may be, it shall, not less than 20 days before
\nsuch Optional Reset Date or old Stated Maturity, so notify the Trustee for the
\naffected Book-Entry Note. Such Trustee will immediately thereafter notify DTC of
\nthe new interest rate or Spread or Spread Multiplier applicable to such
\nBook-Entry Note.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Trustee Notice to Company regarding DTC Revocation of Option to be
\nRepaid<\/em>. If, after DTC has tendered any Book-Entry Notes for repayment
\npursuant to an Extension Notice or an Optional Reset Notice, DTC then revokes
\nsuch tender for repayment, the Trustee for such Book-Entry Notes shall give
\nnotice to the Company not less than five days prior to the Stated Maturity or
\nOptional Reset Date, as the case may be, of such revocation and of the principal
\namount of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n A-10<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Book-Entry Notes for which tender for repayment has been revoked.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Deposit of Repayment Price<\/em>. On or before any old Stated Maturity
\nwhere the Maturity has been extended, and on or before any Optional Reset Date,
\nthe Company shall deposit with the applicable Trustee an amount of money
\nsufficient to pay the principal amount, plus interest accrued to such old Stated
\nMaturity or Optional Reset Date, as the case may be, for all the Book-Entry
\nNotes or portions thereof for which such Trustee serves as Trustee and which are
\nto be repaid on such old Stated Maturity or Optional Reset Date, as the case may
\nbe. Such Trustee will use such money to repay such Book-Entry Notes pursuant to
\nthe terms set forth in such Notes.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Procedures upon Company Notice to Trustee regarding Company153s Exercise of
\nOptional Redemption:<\/p>\n<\/td>\n | \n<\/td>\n | \n Company Notice to Trustee regarding Company153s Exercise of Optional
\nRedemption.<\/em> At least 45 days prior to the date on which it intends to
\nredeem a Book-Entry Note, the Company will notify the Trustee for such
\nBook-Entry Note that it is exercising such option with respect to such
\nBook-Entry Note on such date.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Trustee Notice to DTC regarding Company153s Exercise of Optional
\nRedemption<\/em>. After receipt of notice that the Company is exercising its
\noption to redeem a Book-Entry Note, the Trustee for such Book-Entry Note will,
\nat least 30 days before the redemption date for such Book-Entry Note, hand
\ndeliver to DTC a notice identifying such Book-Entry Note by CUSIP number and
\ninforming DTC of the Company153s exercise of such option with respect to such
\nBook-Entry Note.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Deposit of Redemption Price<\/em>. On or before any redemption date, the
\nCompany shall deposit with the applicable Trustee an amount of money sufficient
\nto pay the redemption price, plus interest accrued to such redemption date, for
\nall the Book-Entry Notes or portions thereof for which such Trustee serves as
\nTrustee and which are to be repaid on such redemption date. Such Trustee will
\nuse such money to repay such Book-Entry Notes pursuant to the terms set forth in
\nsuch Notes.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Payments of Principal and Interest Upon Exercise of Optional Repayment
\n(Except Pursuant to Company153s Exercise of Optional Reset or Optional Extension):\n<\/p>\n<\/td>\n | \n<\/td>\n | \n Trustee Notice to Company of Option to be Repaid<\/em>. Upon receipt of
\nnotice of exercise of the option for repayment and the Global Securities
\nrepresenting the Book-Entry Notes so to be repaid as set forth in such Notes,
\nthe Trustee for such Book-Entry Notes shall (unless such notice was received
\npursuant to the Company153s exercise of an optional reset or an optional extension
\nof maturity, in each of which cases the relevant procedures set forth above are
\nto be followed) give notice to the Company not less than 20 days prior to each
\nOptional Repayment Date of such Optional Repayment Date and of the principal
\namount of Book-Entry Notes to be repaid on such<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n A-11<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Optional Repayment Date.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Deposit of Repayment Price<\/em>. On or prior to any Optional Repayment
\nDate, the Company shall deposit with the applicable Trustee an amount of money
\nsufficient to pay the optional repayment price, and accrued interest thereon to
\nsuch date, of all the Book-Entry Notes or portions thereof which are to be
\nrepaid on such date. Such Trustee will use such money to repay such Book-Entry
\nNotes pursuant to the terms set forth in such Notes.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Procedure for Rate Setting and Posting:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Company and the Agent will discuss from time to time the aggregate
\nprincipal amount of, the issuance price of, and the interest rates to be borne
\nby, Book-Entry Notes that may be sold as a result of the solicitation of orders
\nby the Agent. If the Company decides to set prices of, and rates borne by, any
\nBook-Entry Notes in respect of which the Agent is to solicit orders (the setting
\nof such prices and rates to be referred to herein as “posting<\/u>“) or if the
\nCompany decides to change prices or rates previously posted by it, it will
\npromptly advise the Agent of the prices and rates to be posted.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Acceptance and Rejection of Orders:<\/p>\n<\/td>\n | \n<\/td>\n | \n Unless otherwise instructed by the Company, the Agent will advise the Company
\npromptly by telephone or other means of electronic communication of all orders
\nto purchase Book-Entry Notes received by the Agent, other than those rejected by
\nit in whole or in part in the reasonable exercise of its discretion. Unless
\notherwise agreed by the Company and the Agent, the Company has the right to
\naccept orders to purchase Book-Entry Notes and may reject any such orders in
\nwhole or in part.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Preparation of Pricing Supplement:<\/p>\n<\/td>\n | \n<\/td>\n | \n If any order to purchase a Book-Entry Note is accepted by or on behalf of the
\nCompany, the Company will prepare a pricing supplement (a “Pricing
\nSupplement<\/u>“) reflecting the terms of such Book-Entry Note, will file such
\nPricing Supplement with the Commission in accordance with the applicable
\nparagraph of Rule 424(b) under the Securities Act, will deliver such number of
\ncopies thereof to the Agent as the Agent shall request. If required, the Agent
\nwill file such Pricing Supplement with the Financial Industry Regulatory
\nAuthority, Inc. (“FINRA”) and cause a Prospectus and such Pricing Supplement to
\nbe delivered to the purchaser of such Book-Entry Note or otherwise will comply
\nwith the requirements of Rule 173(a) under the Securities Act.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Outdated Pricing Supplements and the Prospectuses to which they are attached
\n(other than those retained for files) will be destroyed.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Copies of the appropriate number of Pricing Supplements shall be delivered to
\nthe Agent at the following address by 11:00 A.M. (New<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-12<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n York City time) on the Business Day following the acceptance of an offer by
\nor on behalf of the Company: to Citigroup Global Markets Inc., Prospectus
\nDepartment, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, N.Y.
\n11220, with a copy to Citigroup Global Markets Inc., 388 Greenwich Street, New
\nYork, New York 10013, Attention: MTN Program Manager.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Suspension of Solicitation; Amendment or Supplement:<\/p>\n<\/td>\n | \n<\/td>\n | \n Subject to the representations, warranties and covenants of the Company and
\nthe Guarantor contained in the Agency Agreement, the Company may instruct the
\nAgent to suspend at any time, for any period of time or permanently, the
\nsolicitation of orders to purchase Book-Entry Notes. Upon receipt of such
\ninstructions, the Agent will forthwith suspend solicitation until such time as
\nthe Company has advised it that such solicitation may be resumed.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n In the event that at the time the Company suspends solicitation of purchases
\nthere shall be any orders outstanding for settlement, the Company will promptly
\nadvise the Agent, the Trustees and the DTC Agents whether such orders may be
\nsettled and whether copies of the Prospectus as in effect at the time of the
\nsuspension, together with the appropriate Pricing Supplement (or the notice
\nprovided for in Rule 173(a) under the Securities Act, if applicable), may be
\ndelivered in connection with the settlement of such orders. The Company will
\nhave the sole responsibility for such decision and for any arrangements that may
\nbe made in the event that the Company determines that such orders may not be
\nsettled or that copies of such Prospectus (or the notice provided for in Rule
\n173(a) under the Securities Act, if applicable) may not be so delivered.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Delivery of Prospectus:<\/p>\n<\/td>\n | \n<\/td>\n | \n A copy of the Prospectus and a Pricing Supplement relating to a Book-Entry
\nNote must accompany or precede the earliest of any written offer of such
\nBook-Entry Note, confirmation of the purchase of such Book-Entry Note and
\npayment for such Book-Entry Note by its purchaser. If notice of a change in the
\nterms of the Book-Entry Notes is received by the Agent between the time an order
\nfor a Book-Entry Note is placed and the time written confirmation thereof is
\nsent by the Agent to a customer or his agent, such confirmation shall be
\naccompanied by a Prospectus and Pricing Supplement setting forth the terms in
\neffect when the order was placed. Unless the Agents comply with the requirements
\nof Rule 173(a) under the Securities Act, the Agent will deliver a Prospectus and
\nPricing Supplement as herein described with respect to each Book-Entry Note sold
\nby it. Unless the Agents comply with the requirements of Rule 173(a) under the
\nSecurities Act, the Company will make such delivery if such Book-Entry Note is
\nsold directly by the Company to a purchaser (other than the Agent).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-13<\/p>\n
\n\n<\/p>\n \n\n\n| \n Confirmation:<\/p>\n<\/td>\n | \n<\/td>\n | \n For each order to purchase a Book-Entry Note solicited by the Agent and
\naccepted by or on behalf of the Company, the Agent will issue a confirmation,
\nwhich confirmation may be delivered by facsimile or other electronic
\ntransmission, to the purchaser, with a copy to the Company, setting forth the
\ndetails set forth above and delivery and payment instructions.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Settlement:<\/p>\n<\/td>\n | \n<\/td>\n | \n The receipt by the Company of immediately available funds in payment for a
\nBook-Entry Note and the authentication and issuance of the Global Security
\nrepresenting such Book-Entry Note shall constitute “settlement<\/u>” with
\nrespect to such Book-Entry Note, and the date of such settlement, the
\n“Settlement Date<\/u>“. All orders accepted by the Company will be settled on
\nthe third Business Day next succeeding the date of acceptance pursuant to the
\ntimetable for settlement set forth below unless the Company and the purchaser
\nagree to settlement on another day which shall be no earlier than the Business
\nDay succeeding the date of sale. In all cases, the Company will notify the
\nTrustee and the DTC Agent on the date issuance instructions are given.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Settlement Procedures:<\/p>\n<\/td>\n | \n<\/td>\n | \n Settlement Procedures with regard to each Book-Entry Note sold by the Company
\nto or through the Agent, except pursuant to a Terms Agreement, shall be as
\nfollows:<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n A. The Agent will advise the Company by telephone (or by facsimile or other
\nacceptable written means) that such Note is a Book-Entry Note and of the
\nfollowing settlement information:<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Principal or face amount.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Series.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Stated Maturity.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n In the case of a Fixed Rate Book-Entry Note, the interest rate and reset,
\nredemption, repayment and extension provisions (if any) or, in the case of a
\nFloating Rate Book-Entry Note, the Base Rate, Initial Interest Rate (if known at
\nsuch time) Interest Reset Period, Interest Reset Dates, Index Maturity, Spread
\nand\/or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum
\nInterest Rate (if any) and reset, redemption, repayment and extension provisions
\n(if any).<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Interest Payment Dates and the Interest Payment Period.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Amortization provisions, if any.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-14<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Settlement date and Issue Date, if different.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Specified currency.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Denominated currency, Indexed Currency, Base Exchange Rate, and the
\nDetermination Date, if applicable.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Price.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Agent153s commission, determined as provided in the Agency Agreement.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Whether, in the case of Series D Notes, the Notes will have a Survivor153s
\nOption.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Whether such Book-Entry Note is an OID Note and, if so, the total amount of
\nOID, the yield to maturity and the initial accrual period OID.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Any other terms necessary to describe the Book-Entry Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n B. The Company will advise the relevant DTC Agent by telephone (confirmed in
\nwriting at any time on the same date), written telecommunication or electronic
\ntransmission of the information set forth in Settlement Procedure “A” above.
\nEach such communication by the Company shall constitute a representation and
\nwarranty by the Company to the DTC Agent for such Note, the Trustee for such
\nNote and the Agent that (i) such Note is then, and at the time of issuance and
\nsale thereof will be, duly authorized for issuance and sale by the Company and
\n(ii) such Note, and the Global Security representing such Note, will conform
\nwith the terms of the Indenture for such Note. The DTC Agent will then assign a
\nCUSIP number to the Global Security representing such Book-Entry Note and notify
\nthe Agent and the Company by telephone (confirmed in writing at any time on the
\nsame date), written telecommunication or electronic transmission of such CUSIP
\nnumber as soon as practicable.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n C. Such DTC Agent will enter a pending deposit message through DTC153s
\nParticipant Terminal System providing the following settlement information to
\nDTC, Standard & Poor153s Ratings Services, Interactive Data Corporation, the
\nAgent and, upon request, the Trustee for such Notes:<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n The information set forth in Settlement Procedure “A”.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-15<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry
\nNote.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n The Initial Interest Payment Date for such Book-Entry Note, number of days by
\nwhich such date succeeds the related Regular Record Date and amount of interest
\npayable on such Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n The Interest Payment Period.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n The CUSIP number of the Global Security representing such Book-Entry Note.\n<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n The participant account numbers maintained by DTC on behalf of such Trustee
\nand such Agent.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Whether such Global Security will represent any other Book-Entry Note (to the
\nextent known at such time).<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n D. To the extent the Company has not already done so, the Company will
\ndeliver to the Trustee for such Notes a Global Security in a form that has been
\napproved by the Company, the Agent and such Trustee.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n E. Such Trustee will complete such Book-Entry Note, stamp the appropriate
\nlegend, as instructed by DTC, if not already set forth thereon, and authenticate
\nthe Global Security representing such Book-Entry Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n F. DTC will credit such Book-Entry Note to such DTC Agent153s participant
\naccount at DTC.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n G. Such DTC Agent will enter an SDFS deliver order through DTC153s Participant
\nTerminal System instructing DTC to (i) debit such Book-Entry Note to such DTC
\nAgent153s participant account and credit such Book-Entry Note to the Agent153s
\nparticipant account and (ii) debit the Agent153s settlement account and credit
\nsuch DTC Agent153s settlement account for an amount equal to the price of such
\nBook-Entry Note less the Agent153s commission. The entry of such a deliver order
\nshall constitute a representation and warranty by such DTC Agent to DTC that (i)
\nthe Global Security representing such Book-Entry Note has been issued and
\nauthenticated and (ii) such DTC Agent is holding such Global Security pursuant
\nto the Medium Term Note Certificate Agreement between such DTC Agent and DTC.\n<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n H. Unless the Agent is purchasing such Note as principal, the Agent will
\nenter an SDFS deliver order through DTC153s<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-16<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Participant Terminal System instructing DTC (i) to debit such Book-Entry Note
\nto the Agent153s participant account and credit such Book-Entry Note to the
\nparticipant accounts of the Participants with respect to such Book-Entry Note
\nand (ii) to debit the settlement accounts of such Participants and credit the
\nsettlement account of the Agent for an amount equal to the price of such
\nBook-Entry Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n I. Transfers of funds in accordance with SDFS deliver orders described in
\nSettlement Procedures “G” and “H” will be settled in accordance with SDFS
\noperating procedures in effect on the settlement date.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n J. Such DTC Agent will, upon receipt of funds from the Agent in accordance
\nwith Settlement Procedure “G”, credit to an account of the Company maintained at
\nsuch DTC Agent funds available for immediate use in the amount transferred to
\nsuch DTC Agent in accordance with Settlement Procedure “G”.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n K. Unless the Agent is purchasing such Book-Entry Note as principal, the
\nAgent will confirm the purchase of such Book-Entry Note to the purchaser either
\nby transmitting to the Participants with respect to such Book-Entry Note a
\nconfirmation order or orders through DTC153s institutional delivery system or by
\nmailing a written confirmation to such purchaser.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n L. Monthly, each DTC Agent will send to the Company a statement setting forth
\nthe principal amount of Registered Notes Outstanding as of the date of such
\nstatement and setting forth a brief description of any sales of which the
\nCompany has advised such DTC Agent but which have not yet been settled.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Settlement Procedures Timetable:<\/p>\n<\/td>\n | \n<\/td>\n | \n For sales by the Company of Book-Entry Notes solicited by the Agent and
\naccepted by the Company (except pursuant to a Terms Agreement) for settlement on
\nthe first Business Day after the sale date, Settlement Procedures “A” through
\n“K” set forth above shall be completed as soon as possible but not later than
\nthe respective times (New York City time) set forth below:<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n Settlement
\nProcedure<\/strong><\/p>\n<\/td>\n\n \n<\/td>\n | \n Time<\/strong><\/p>\n<\/td>\n| \n \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n A<\/p>\n<\/td>\n | \n<\/td>\n | \n 11:00 A.M. on the sale date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n B<\/p>\n<\/td>\n | \n<\/td>\n | \n 12:00 Noon on the sale date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n C<\/p>\n<\/td>\n | \n<\/td>\n | \n 2:00 P.M. on the sale date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-17<\/p>\n
\n<\/p>\n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n D<\/p>\n<\/td>\n | \n<\/td>\n | \n 3:00 P.M. on the day before settlement<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n E<\/p>\n<\/td>\n | \n<\/td>\n | \n 9:00 A.M. on settlement date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n F<\/p>\n<\/td>\n | \n<\/td>\n | \n 10:00 A.M. on settlement date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n G-H<\/p>\n<\/td>\n | \n<\/td>\n | \n 2:00 P.M. on settlement date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n I<\/p>\n<\/td>\n | \n<\/td>\n | \n 4:45 P.M. on settlement date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n J-K<\/p>\n<\/td>\n | \n<\/td>\n | \n 5:00 P.M. on settlement date<\/p>\n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n \n<\/td>\n | \n \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n If a sale is to be settled more than one Business Day after the sale date,
\nSettlement Procedures “A”, “B” and “C” shall be completed as soon as practicable
\nbut no later than 11:00 A.M., 12:00 Noon and 2:00 P.M., respectively, on the
\nfirst Business Day after the sale date. If the Initial Interest Rate for a
\nFloating Rate Book-Entry Note has not been determined at the time that
\nSettlement Procedure “A” is completed, Settlement Procedures “B” and “C” shall
\nbe completed as soon as such rate has been determined but no later than 12:00
\nNoon and 2:00 P.M., respectively, on the Business Day before the settlement
\ndate. Settlement Procedure “I” is subject to extension in accordance with any
\nextension of Fedwire closing deadlines and in the other events specified in SDFS
\noperating procedures in effect on the settlement date.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n If settlement of a Book-Entry Note is rescheduled or canceled, the DTC Agent
\nfor such Book-Entry Note, after receiving notice from the Company or the Agent,
\nwill deliver to DTC, through DTC153s Participant Terminal System, a cancellation
\nmessage to such effect by no later than 2:00 P.M. on the Business Day
\nimmediately preceding the scheduled settlement date.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Failure to Settle:<\/p>\n<\/td>\n | \n<\/td>\n | \n If settlement of a Book-Entry Note is rescheduled and the DTC Agent for such
\nBook-Entry Note has not entered an SDFS deliver order with respect to a
\nBook-Entry Note pursuant to Settlement Procedure “G”, after receiving notice
\nfrom the Company or the Agent, such DTC Agent shall deliver to DTC, through
\nDTC153s Participant Terminal System, as soon as practicable, a withdrawal message
\ninstructing DTC to debit such Book-Entry Note to such DTC Agent153s participant
\naccount. DTC will process the withdrawal message, provided that such DTC Agent153s
\nparticipant account contains a principal amount of the Global Security
\nrepresenting such Book-Entry Note that is at least equal to the principal amount
\nto be debited. If a withdrawal message is processed with respect to all the
\nBook-Entry Notes represented by a Global Security, the Trustee for the Notes
\nrepresented by such Global Security will mark such Global Security “canceled”,
\nmake appropriate entries in its records and destroy such canceled Global
\nSecurity in accordance with the applicable Indenture and deliver a certificate
\nof destruction to the Company. The CUSIP number assigned to such Global Security
\nshall, in accordance with CUSIP Service Bureau procedures, be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-18<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n canceled and not immediately reassigned.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n If a withdrawal message is processed with respect to one or more, but not
\nall, of the Book-Entry Notes represented by a Global Security, the DTC Agent for
\nsuch Book-Entry Notes will exchange such Global Security for two Global
\nSecurities, one of which shall represent such Book-Entry Notes and shall be
\ncanceled immediately after issuance and the other of which shall represent the
\nother Book-Entry Notes previously represented by the surrendered Global Security
\nand shall bear the CUSIP number of the surrendered Global Security.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n If the purchase price for any Book-Entry Note is not timely paid to the
\nParticipants with respect to such Book-Entry Note by the beneficial purchaser
\nthereof (or a Person, including an indirect participant in DTC, acting on behalf
\nof such purchaser), such Participants and, in turn, the Presenting Agent may
\nenter SDFS deliver orders through DTC153s Participant Terminal System reversing
\nthe orders entered pursuant to Settlement Procedures “H” and “G”, respectively.
\nThereafter, the DTC Agent for such Book-Entry Note will deliver the withdrawal
\nmessage and take the related actions described in the preceding paragraph. If
\nsuch failure shall have occurred for any reason other than a default by the
\nAgent in the performance of its obligations hereunder and under the Agency
\nAgreement, then the Company will reimburse the Agent for the loss of the use of
\nthe funds during the period when they were credited to the account of the
\nCompany. Notwithstanding the foregoing, upon any failure to settle with respect
\nto a Book-Entry Note, DTC may take any actions in accordance with its SDFS
\noperating procedures then in effect. In the event of a failure to settle with
\nrespect to one or more, but not all, of the Book-Entry Notes to have been
\nrepresented by a Global Security, the DTC Agent for such Book-Entry Note or
\nNotes will provide, in accordance with Settlement Procedures “E” and “G”, for
\nthe authentication and issuance of a Global Security representing the other
\nBook-Entry Notes to have been represented by such Global Security and will make
\nappropriate entries in its records.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Trustees Not to Risk Funds:<\/p>\n<\/td>\n | \n<\/td>\n | \n Nothing herein shall be deemed to require either Trustee to risk or expend
\nits own funds in connection with any payment to the Company, DTC, the Agent or
\nthe purchaser, it being understood by all parties that payments made by either
\nTrustee to the Company, DTC, the Agent or the purchaser shall be made only to
\nthe extent that funds are provided to such Trustee for such purpose.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Authenticity of Signatures:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Company will cause each of the Trustees to furnish the Agent from time to
\ntime with the specimen signatures of each of such Trustee153s officers, employees
\nor agents who has been authorized by<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-19<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n such Trustee to authenticate Book-Entry Notes, but the Agent will not have
\nany obligation or liability to the Company or the Trustee in respect of the
\nauthenticity of the signature of any officer, employee or agent of the Company
\nor such Trustee on any Book-Entry Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Payment of Expenses:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Agent shall forward to the Company, on a monthly basis, a statement of
\nthe out-of-pocket expenses incurred by such Agent during that month that are
\nreimbursable to it pursuant to the terms of the Agency Agreement. The Company
\nwill remit payment to the Agent currently on a monthly basis.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Advertising Costs:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Company will determine with the Agents the amount of advertising that may
\nbe appropriate in soliciting offers to purchase the Book-Entry Notes.
\nAdvertising expenses will be paid by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n PART II<\/p>\n \n Administrative Procedures for Certificated Notes<\/p>\n \n Each Trustee will serve as registrar and transfer agent in connection with
\nthe Certificated Notes for which it serves as Trustee.<\/p>\n<\/p>\n \n\n\n| \n Issuance:<\/p>\n<\/td>\n | \n<\/td>\n | \n Each Certificated Note will be dated and issued as of the date of its
\nauthentication by the applicable Trustee. Each Certificated Note will bear an
\nOriginal Issue Date, which will be (i) with respect to an original Certificated
\nNote (or any portion thereof), its original issuance date (which will be the
\nsettlement date) and (ii) with respect to any Certificated Note (or portion
\nthereof) issued subsequently upon transfer or exchange of a Certificated Note or
\nin lieu of a destroyed, lost or stolen Certificated Note, the Original Issue
\nDate of the predecessor Certificated Note, regardless of the date of
\nauthentication of such subsequently issued Certificated Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Registration:<\/p>\n<\/td>\n | \n<\/td>\n | \n Certificated Notes will be issued only in fully registered form without
\ncoupons.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Maturities:<\/p>\n<\/td>\n | \n<\/td>\n | \n Each Certificated Note will mature on a date nine months or more after the
\nissue date for such Note, except in the case of indexed Notes, for which the
\nmaturity may be shorter. A Floating Rate Certificated Note will mature only on
\nan Interest Payment Date for such Note. Any Note denominated in Japanese yen
\nwill mature on a date not less than one year from the Original Issue Date (as
\ndefined below) for such Note. Any Note denominated in Pounds Sterling will
\nmature on a date not less than one year, nor more than five years, after its
\nOriginal Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-20<\/p>\n
\n\n\n\n| \n Currency:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Specified Currency for a Certificated Note shall be as set forth therein
\nand in the applicable Pricing Supplement.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Denominations:<\/p>\n<\/td>\n | \n<\/td>\n | \n Unless otherwise agreed to by the Company, the denomination of any
\nCertificated Note denominated in U.S. dollars will be a minimum of $1,000 or any
\namount in excess thereof that is an integral multiple of $1,000. The authorized
\ndenominations of Certificated Notes denominated in a Specified Currency other
\nthan U.S. dollars shall be determined as set forth in the applicable Pricing
\nSupplement.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Interest:<\/p>\n<\/td>\n | \n<\/td>\n | \n General<\/em>. Unless otherwise indicated in the applicable Pricing
\nSupplement, interest, if any, on each Certificated Note will accrue from the
\nOriginal Issue Date (or such other date on which interest otherwise begins to
\naccrue (if different from the Original Issue Date)) of such Note for the first
\ninterest period or the last date to which interest has been paid, if any, for
\neach subsequent interest period, on such Note, and will be calculated and paid
\nin the manner and on the dates described in such Note and in the Prospectus, as
\nsupplemented by the applicable Pricing Supplement. Unless otherwise specified
\ntherein, each payment of interest on a Certificated Note will include interest
\naccrued to but excluding the Interest Payment Date (provided that, in the case
\nof Certificated Notes which reset daily or weekly, interest payments will
\ninclude accrued interest to and including the next preceding Regular Record
\nDate), except that at stated Maturity, the interest payable will include
\ninterest accrued to, but excluding, the stated Maturity (other than a Maturity
\nof a Fixed Rate Certificated Note occurring on the 31st day of a month, in which
\ncase such payment of interest will include interest accrued to but excluding the
\n30th day of such month or the last day of the month in the case of February).\n<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Regular Record Dates<\/em>. Unless otherwise specified in the applicable
\nPricing Supplement, the Regular Record Dates with respect to any Interest
\nPayment Date for a Fixed Rate Note, Floating Rate Note or Indexed Rate Note
\nshall be the date (whether or not a Business Day) fifteen calendar days
\nimmediately preceding such Interest Payment Date.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Payments of Interest:<\/p>\n<\/td>\n | \n<\/td>\n | \n The applicable Trustee will pay the principal amount of each Certificated
\nNote at Maturity or upon redemption upon presentation and surrender of such
\nNote. Such payment, together with payment of interest due at Maturity or upon
\nredemption of such Note, will be made in funds available for immediate use by
\nsuch Trustee or paying agent and in turn by the holder of such Note.
\nCertificated Notes presented to such Trustee or paying agent at Maturity or upon
\nredemption for payment will be canceled and destroyed by such Trustee or paying
\nagent, and a certificate of destruction will be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-21<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n delivered to the Company. All interest payments on a Certificated Note (other
\nthan interest due at Maturity or upon redemption) will be made by check drawn on
\nsuch Trustee and mailed by such Trustee to the person entitled thereto as
\nprovided in such Note and the Indenture; provided<\/u>, however<\/u>, that
\nthe holder of U.S.$10,000,000 or more of Notes having the same Interest Payment
\nDates will, upon written request prior to the Regular Record Date in respect of
\nan Interest Payment Date, be entitled to receive payment by wire transfer of
\nimmediately available funds. Following each Regular Record Date, such Trustee or
\npaying agent will furnish the Company with a list of interest payments to be
\nmade on the following Interest Payment Date for each Certificated Note and in
\ntotal for all Certificated Notes. Interest at Maturity or upon redemption will
\nbe payable to the person to whom the payment of principal is payable. Such
\nTrustee or paying agent will provide monthly to the Company lists of principal
\nand interest, to the extent ascertainable, to be paid on Certificated Notes
\nmaturing or to be redeemed in the next month.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Withholding Taxes<\/em>. The amount of any taxes required under applicable
\nlaw to be withheld from any interest payment on a Certificated Note will be
\ndetermined and withheld by the applicable Trustee.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n The Company will be responsible for withholding taxes on interest paid on
\nCertificated Notes as required by applicable law.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n If any interest Payment Date for or the Maturity of a Certificated Note is
\nnot a Business Day, the payment due on such day shall be made on the next
\nsucceeding Business Day and no interest shall accrue on account of such delayed
\npayment.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Procedure for Rate Setting and Posting:<\/p>\n<\/td>\n | \n<\/td>\n | \n The Company and the Agent will discuss from time to time the aggregate
\nprincipal amount of, the issuance price of, and the interest rates to be borne
\nby, Notes that may be sold as a result of the solicitation of orders by the
\nAgent. If the Company decides to set prices of, and rates borne by, any Notes in
\nrespect of which the Agent is to solicit orders (the setting of such prices and
\nrates to be referred to herein as “posting<\/u>“) or if the Company decides to
\nchange prices or rates previously posted by it, it will promptly advise the
\nAgent of the prices and rates to be posted.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Acceptance and Rejection of Orders:<\/p>\n<\/td>\n | \n<\/td>\n | \n Unless otherwise instructed by the Company, the Agent will advise the Company
\npromptly by telephone or other means of electronic communication of all orders
\nto purchase Certificated Notes received by the Agent, other than those rejected
\nby it in whole or in part in the reasonable exercise of its discretion. Unless
\notherwise agreed by the Company and the Agent, the Company has the sole right to
\naccept orders to purchase Certificated Notes and may reject any such orders in
\nwhole or in part. Before accepting any order to purchase a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-22<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n Certificated Note to be settled in less than three Business Days, the Company
\nshall verify that the Trustee for such Certificated Note will have adequate time
\nto prepare and authenticate such Note.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Preparation of Pricing Supplement:<\/p>\n<\/td>\n | \n<\/td>\n | \n If any order to purchase a Certificated Note is accepted by or on behalf of
\nthe Company, the Company will prepare a Pricing Supplement reflecting the terms
\nof such Certificated Note, will file such Pricing Supplement with the Commission
\nin accordance with the applicable paragraph of Rule 424(b) under the Securities
\nAct, will deliver such number of copies thereof to the Agent as the Agent shall
\nrequest. If required, the Agent will file the Pricing Supplement with the FINRA
\nand will cause a Prospectus and Pricing Supplement to be delivered to the
\npurchaser of such Certificated Note or otherwise will comply with the
\nrequirements of Rule 173(a) under the Securities Act.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Copies of the appropriate number of Pricing Supplements shall be delivered to
\nthe Agent at the following addresses by 11:00 A.M. (New York City time) on the
\nBusiness Day following the acceptance of an offer by or on behalf of the
\nCompany: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army
\nTerminal, 140 58th Street, 8th Floor, Brooklyn, N.Y. 11220, with a copy to
\nCitigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013,
\nattention: MTN Program Manager.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n Outdated Pricing Supplements and the Prospectuses to which they are attached
\n(other than those retained for files) will be destroyed.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Suspension of Solicitation; Amendment or Supplement:<\/p>\n<\/td>\n | \n<\/td>\n | \n Subject to the representations, warranties and covenants of the Company and
\nthe Guarantor contained in the Agency Agreement, the Company may instruct the
\nAgent to suspend at any time for any period of time or permanently, the
\nsolicitation of orders to purchase Certificated Notes. Upon receipt of such
\ninstructions, the Agent will forthwith suspend solicitation until such time as
\nthe Company has advised them that such solicitation may be resumed.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n In the event that at the time the Company suspends solicitation of purchases
\nthere shall be any orders outstanding for settlement, the Company will promptly
\nadvise the Agent and the Trustee for such Certificated Notes whether such orders
\nmay be settled and whether copies of the Prospectus as in effect at the time of
\nthe suspension, together with the appropriate Pricing Supplement (or the notice
\nprovided for in Rule 173(a) under the Securities Act, if applicable), may be
\ndelivered in connection with the settlement of such orders. The Company will
\nhave the sole responsibility for such decision and for any arrangements that may
\nbe made in the event that the Company determines that such orders may not be
\nsettled or that<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n A-23<\/p>\n
\n<\/p>\n \n \n\n\n| \n<\/td>\n | \n<\/td>\n | \n copies of such Prospectus (or the notice provided for in Rule 173(a) under
\nthe Securities Act, if applicable) may not be so delivered.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Delivery of Prospectus:<\/p>\n<\/td>\n | \n<\/td>\n | \n A copy of the Prospectus and a Pricing Supplement relating to a Certificated
\nNote must accompany or precede the earliest of any written offer of such
\nCertificated Note, confirmation of the purchase of such Certificated Note and
\npayment for such Certificated Note by its purchaser. If notice of a change in
\nthe terms of the Certificated Notes is received by the Agent between the time an
\norder for a Certificated Note is placed and the time written confirmation
\nthereof is sent by the Agent to a customer or his agent, such confirmation shall
\nbe accompanied by a Prospectus and Pricing Supplement setting forth the terms in
\neffect when the order was placed. Unless the Agents comply with the requirements
\nof Rule 173(a) under the Securities Act, the Agent will deliver a Prospectus and
\nPricing Supplement as herein described with respect to each Certificated Note
\nsold by it. Unless the Agents comply with the requirements of Rule 173(a) under
\nthe Securities Act, the Company will make such delivery if such Certificated
\nNote is sold directly by the Company to a purchaser (other than the Agent).<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Confirmation:<\/p>\n<\/td>\n | \n<\/td>\n | \n For each order to purchase a Certificated Note solicited by the Agent and
\naccepted by or on behalf of the Company, the Agent will issue a confirmation,
\nwhich confirmation may be delivered by facsimile or other electronic
\ntransmission, to the purchaser, with a copy to the Company, setting forth the
\ndetails set forth above and delivery and payment instructions.<\/p>\n<\/td>\n<\/tr>\n | \n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Settlement:<\/p>\n<\/td>\n | \n<\/td>\n | \n The receipt by the Company of immediately available funds in exchange for an
\nauthenticated Certificated Note delivered to the Agent and the Agent153s delivery
\nof such Certificated Note against receipt of immediately available funds shall,
\nwith respect to such Certificated Note, constitute “settlement<\/u>“. All
\norders accepted by the Company will be settled on the fifth Business Day next
\nsucceeding the date of acceptance pursuant to the timetable for settlement set
\nforth below, unless the Company and the purchaser agree to settlement on another
\nday which shall be no earlier than the next Business Day following the date of
\nsale. In all cases, the Company will notify the Trustee and the DTC Agent on the
\ndate issuance instructions are given.<\/p>\n<\/td>\n<\/tr>\n\n| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | \n| \n Settlement Procedures:<\/p>\n<\/td>\n | \n<\/td>\n | \n Settlement Procedures with regard to each Certificated Note sold by the | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |