Exhibit 99.03
February ___, 1996
FORM OF
EXCHANGE AGENCY AGREEMENT
The Bank of New York
Corporate Trust Administration
000 Xxxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Travelers Group Inc. (the "Company"), a Delaware corporation, proposes to
offer to exchange (the "Exchange Offer") up to $100,000,000 in aggregate
principal amount of a new series of its 7% Notes due December 1, 2025 (the
"Exchange Notes") for any and all of its outstanding 7% Notes due December 1,
2025 (the "Notes").
The terms and conditions of the Exchange Offer as currently contemplated
are set forth in a prospectus, dated __________, 1996 (the "Prospectus"),
proposed to be distributed to all holders of the Notes.
The Exchange Offer will commence on ____________, 1996 and will expire at
5:00 p.m., New York City time, on ___________, 1996 unless the Company extends
the offer by notice to you and by public announcement, each in accordance with
the terms of the Prospectus. The Letter of Transmittal described in and
accompanying the Prospectus (the "Letter of Transmittal") and the Automated
Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC" or the
"Book-Entry Transfer Facility") are to be used by the holders of the Notes to
accept the Exchange Offer, and the Letter of Transmittal contains instructions
with respect to the delivery of the Notes tendered.
1. Appointment as Exchange Agent. Subject to your acceptance hereof,
-----------------------------
the Company appoints you as the Exchange Agent for the purposes and
upon the terms and conditions set forth herein.
2. Compensation. The Company hereby agrees to pay you a fee for your
------------
services hereunder in accordance with the schedule of compensation
attached hereto as Exhibit 1.
3. Establishment of Account. You will establish an account with respect
------------------------
to the Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in
the Book-Entry Transfer Facility's systems may make book-entry
delivery of the Notes by causing the Book-Entry Facility to transfer
such Notes into your account in accordance with the Book-Entry
Transfer Facility's procedure for such transfer including, but not
limited to, the required ATOP procedures.
February ___, 1996
The Bank of New York
Page 2
4. Receipt of Tenders. You are to examine each of the Letters of
------------------
Transmittal for Notes (or the confirmation of book-entry transfer (a
"Book-Entry Confirmation") into your account at the Book-Entry
Transfer Facility) and Agent's Messages (as defined below) and any
other documents, including, without limitation, Notices of Guaranteed
Delivery delivered or mailed to you by or for holders of the Notes to
ascertain whether: (i) the Letters of Transmittal, the Agent's
Messages, the Notices of Guaranteed Delivery and any such other
documents are duly executed (in the case of Letters of Transmittal)
and properly completed in accordance with instructions set forth
therein, and (ii) the Notes have otherwise been properly tendered.
You shall segregate all tenders which are in accordance with the
procedures set forth in the Prospectus, the Letter of Transmittal or
the Notice of Guaranteed Delivery from those in which the Letter of
Transmittal, Agent's Message, Notice of Guaranteed Delivery or any
other document has been improperly completed or executed, or some
other irregularity in connection with the acceptance of the Exchange
Offer exists including, with respect to a Notice of Guaranteed
Delivery, the receipt of the Notes ("Defective Deposits"). Upon
consultation with the Company or its representatives, you shall use
your best efforts to cause holders who effected any Defective Deposit
to cure such Defective Deposit. The term "Agent's Message" means a
message, transmitted by DTC and received by you and forming part of a
Book-Entry Confirmation, that states that DTC has received an express
acknowledgment from a participant in its system ("Participant")
tendering Notes that are the subject of such Book-Entry Confirmation
that such Participant has received and agrees to be bound by the
terms of the Letter of Transmittal, and that the Company may enforce
such agreement against such Participant.
You will hold all items which are deposited for tender with you after
5:00 p.m., New York City time, on the date the Exchange Offer
expires pending further instructions from an officer of the Company.
5. Exchange Documents. At the request of the Company you shall furnish
------------------
copies of any or all of the Prospectus, the Letter of Transmittal and
the Notice of Guaranteed Delivery (collectively, the "Exchange
Documents") promptly to any person designated in such request. All
mailings under this Section shall be by first class mail, postage
prepaid, unless otherwise specified in such request. The Company
will furnish you with such additional copies of the Exchange
Documents as you may request to fulfill your obligations under this
Section.
6. Notification of Changes in the Exchange Offer. At the request of the
---------------------------------------------
Company, you shall notify tendering holders of Notes in the event of
any rescission or modification of the Exchange Offer. In the event
of any such rescission, you will return all tendered Notes to the
persons entitled thereto, at the request of the Company.
February ___, 1996
The Bank of New York
Page 3
7. Delivery of Exchange Notes. As soon as practicable after ________,
--------------------------
1996 and after each period of extension of the Exchange Offer, the
Company will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance of all Notes properly tendered and you,
on behalf of the Company, will exchange such Notes for Exchange Notes
and cause such Notes to be cancelled. The Exchange Notes will be
initially represented by one or more global notes registered in the
name of DTC or its nominee. Beneficial interests in the Exchange
Notes will be shown on records maintained by DTC and its
Participants. Delivery of Exchange Notes will be made on behalf of
the Company by you at the rate of $1,000 principal amount of Exchange
Notes for each $1,000 principal amount of the corresponding series of
Notes tendered promptly after notice (such notice if given orally, to
be confirmed in writing) of acceptance of said Notes by the Company;
provided, however, that in all cases, Notes tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of
a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, together
with (i) the Note being tendered (if such Note is held in
certificated form), properly endorsed for transfer, or (ii) a Book-
Entry Confirmation (if such Note is held in book-entry form), or
(iii) a Notice of Guaranteed Delivery, and any other required
documents.
You shall have no obligation to exchange any Notes unless the Company
has ordered you as Trustee for the Exchange Notes, pursuant to the
Indenture dated as of March 15, 1987, as supplemented by the First,
Second and Third Supplemental Indentures, to make such exchange and
you have received Exchange Notes sufficient to make such exchange.
8. Return of Notes. If pursuant to the Exchange Offer, the Company does
---------------
not accept for exchange all or part of the Notes tendered because of
an invalid tender, the occurrence of certain other events set forth
in the Prospectus under the caption "The Exchange Offer -- Conditions
to the Exchange Offer" or otherwise, you shall, as soon as
practicable after the expiration or termination of the Exchange
Offer, either return such Notes or effect an appropriate book-entry
transfer, and return any related required documents and the Letters
of Transmittal, if any, relating thereto that are in your possession,
to the persons who deposited them.
9. Limited Liability of Exchange Agent. As Exchange Agent you:
-----------------------------------
(a) shall have no duties or obligations other than those
specifically set forth herein;
(b) will not be required to and will make no representations and
have no responsibilities as to the validity, sufficiency, value
or genuineness of any Notes, Letters of Transmittal or documents
deposited with you, or of any Notes or Exchange Notes delivered
by you, pursuant to the Exchange Offer or of any signatures or
endorsements, other than your own, or any thereof;
February ___, 1996
The Bank of New York
Page 4
(c) shall not be obligated to take any action hereunder that might
in your judgment involve any expense or liability unless you
have been furnished with reasonable indemnity;
(d) shall not be liable for any action taken or omitted by you, or
any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, in connection
with this Agreement or your compliance with the instructions set
forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may rely on, and shall be protected
in acting on, any certificate, instrument, opinion, notice,
letter, telegram or other document, or any security, delivered
to you and reasonably believed by you to be genuine and to have
been signed by a proper party or parties;
(e) may rely on, and shall be protected in acting on, the written or
oral instructions, with respect to any matter relating to your
duties as Exchange Agent, of any officer of the Company; and
(f) may consult counsel satisfactory to you (including counsel for
the Company) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by you hereunder in good faith and in
accordance with such advice of such counsel.
10. Indemnification of Exchange Agent. The Company agrees to reimburse
---------------------------------
you for, to indemnify you against and hold you harmless from all
liability, cost or expense (including reasonable counsel fees and
expenses) that may be paid, incurred or suffered by you or to which
you may become subject without negligence, misconduct or bad faith on
your part, arising out of or in connection with this Agreement.
The Company shall be notified by you in writing, delivered by hand,
by overnight carrier or by telecopy confirmed by letter, of the
written assertion of a claim against you or of any action commenced
against you, within ten days after you shall have received any such
written assertion of a claim or shall have been served with the
summons or other first legal process giving information as to the
nature and basis of the claim, but failure to so notify the Company
shall not relieve the Company from any liability which the Company
otherwise may have on account of this Section 10. The Company shall
be entitled to participate at its own expense in the defense of any
such claim, and if the Company so elects at any time after receipt of
such notice, the Company shall assume the defense of any suit brought
to enforce any such claim. In the event that the Company assumes the
defense of any such claim, the Company shall not be liable for any
fees and expenses of counsel thereafter incurred by you for the
defense of such claim unless there shall be a conflict of your
interests and those of the Company.
11. Notices. Except as otherwise expressly provided herein, all notices
-------
and other communications hereunder shall be in writing, shall be delivered by
hand or first class mail, postage prepaid, or by overnight carrier, shall be
deemed given when received and shall be sent to the addresses listed below or
to such other addresses as the addressee shall designate from time to time by
notice:
February ___, 1996
The Bank of New York
Page 5
Company: Travelers Group Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx, Treasurer
If to the Exchange Agent:
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Corporate Trust Trustee Administration
12. Amendment, Modification. This Agreement may not be modified, amended
-----------------------
or supplemented without an express written agreement executed by the
parties hereto.
13. Governing Law; Benefit of Agreement. This Agreement shall be
-----------------------------------
governed by, and construed in accordance with, the laws of the State
of New York without giving effect to the choice of law provisions
thereof. This Agreement shall inure solely to the benefit of, and
the obligations created hereby shall be binding upon, the successors
of the parties hereto. No other person shall acquire or have any
rights under or by virtue of this Agreement.
If the foregoing is in accordance with your understanding, would you
please indicate your agreement by signing and returning the enclosed copy of
this letter to the Company.
Very truly yours,
TRAVELERS GROUP INC.
By:______________________________________
Title:
Agreed to this ___ day of February, 0000
XXX XXXX XX XXX XXXX
By______________________________________
Title:
