EXHIBIT 99.12
SUPPLEMENTAL AGREEMENT TO UNIT AGREEMENT
SUPPLEMENTAL AGREEMENT dated as of November 28, 1997 (the
"Supplemental Agreement"), by and among Travel- ers Group Inc., a Delaware
corporation ("Travelers"), Xxxxxxx Xxxxx Xxxxxx Holdings Inc., a Delaware
corpora- tion formerly known as Salomon Inc ("SSBH"), and The Chase
Manhattan Bank (formerly known as Chemical Bank), a New York banking
corporation, as Agent (the "Agent") to the Unit Agreement between SSBH and
the Agent, dated as of July 3, 1996 (the "Agreement"). Unless otherwise
indicated herein, all capitalized terms used in this Supplemental Agreement
shall have the same meanings as are provided in the Agreement.
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of September 24, 1997, among Travelers, Salomon Inc
("Salomon") and Diamonds Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Travelers ("Sub"), (i) Sub was merged with and
into Salomon (the "Merger"), with Salomon continuing as the surviving
corporation and changing its name to Xxxxxxx Xxxxx Xxxxxx Holdings Inc. and
(ii) each share of preferred stock of Salomon was converted into the right
to receive one share of a corresponding series of preferred stock of
Travelers;
WHEREAS, following the Merger, Xxxxx Xxxxxx Holdings Inc. was
merged with and into SSBH (the "Second Merger" and, collectively with the
Merger, the "Mergers"), with SSBH continuing as the surviving corporation;
WHEREAS, SSBH does not have publicly traded equity securities
outstanding;
WHEREAS, Travelers, SSBH's sole stockholder, does have publicly
traded equity securities outstanding; and
WHEREAS, as a result of the Merger, the parties hereto desire to
amend the Agreement as contemplated by Section 901 thereof.
NOW THEREFORE, in consideration of the above premises, the parties
hereto hereby agree as follows:
1. In accordance with Section 901 of the Agreement, SSBH, as the
surviving corporation in each of the Mergers, hereby elects that the
preferred stock to be purchased by the Holders under the Purchase Contracts
shall be 9.50% Cumulative Preferred Stock, Series L, of Travelers (the
"Series L Preferred Stock").
2. SSBH and Travelers each agree that Travelers shall sell, and
the Holder of each Certificate Outstanding at the time of the Merger shall
have the right and obligation to purchase, on the Purchase Date, either
directly or indirectly through the purchase of depositary shares, the same
number of shares of Series L Preferred Stock, which shares have
substantially the same preferences, rights and powers as the Series F
Preferred Stock evidenced by the Depositary Shares, as the number of shares
of Series F Preferred Stock such Holder would have purchased if a Purchase
Date with respect to such Purchase Contracts had occurred immediately prior
to the Mergers.
3. Except as provided for under paragraph 2 above and in the last
sentence of this paragraph 3, all references in the Agreement to the
"Company" shall, as a result of the Mergers, be deemed to be references to
SSBH, and all references in the Agreement to "Series F Preferred Stock"
shall be deemed to be references to Series L Preferred Stock. References in
the Agreement to the "Company" as issuer of the Series F Preferred Stock
shall be deemed to be references to Travelers as issuer of the Series L
Preferred Stock (including, without limitation, the second paragraph of
Section 901 and Sections 1003 and 1004).
4. Section 303 of the Agreement is hereby amended to provide that,
as a result of the Mergers, the Certificates shall be executed by each of
the Company and Travelers.
5. In accordance with Section 105(2) of the Agreement, the parties
agree and acknowledge that any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or
permitted by the Agreement to be made upon, given or furnished to, or filed
with the Company by the Agent or any Holder shall be addressed to the
Company at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
2
Secretary, or at any other address furnished in writing by the Company to
the Agent and the Holders.
6. Exhibits A, B and C to the Agreement shall be replaced in their
entirety by Exhibits A, B and C attached hereto, and all references in the
Agreement to Exhibit A, Exhibit B or Exhibit C shall be deemed to be
references to Exhibit A, Exhibit B or Exhibit C, respectively, in the form
attached hereto.
7. The validity, interpretation, construction and performance of
this Supplemental Agreement shall be governed by, and be construed in
accordance with, the laws of the State of New York, without regard to its
conflicts of law principles.
8. This Supplemental Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
9. The Agent shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental Agreement
or for or in respect of the recitals contained herein, all of which are
made solely by Travelers and SSBH.
3
IN WITNESS WHEREOF, the undersigned have executed this
Supplemental Agreement as of the date first written above.
TRAVELERS GROUP INC.
By: /s/
--------------------------
Name:
Title:
XXXXXXX XXXXX XXXXXX HOLDINGS INC.
By:/s/
--------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Agent
By:/s/
--------------------------
EXHIBIT A
[IF THE UNIT IS TO BE A GLOBAL UNIT, INSERT - This Security
Certificate is a Global Unit Certificate within the meaning of the Unit
Agreement hereinafter referred to and is registered in the name of the
Clearing Agency or a nominee thereof. This Security Certificate may not be
exchanged in whole or in part for a Security Certificate registered, and no
transfer of this Security Certificate in whole or in part may be
registered, in the name of any person other than such Clearing Agency or a
nominee thereof, except in the limited circumstances described in the Unit
Agreement.
Unless this Security Certificate is presented by an
authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx) to the Company or its agent for registration of
transfer, exchange or payment, and any Security Certificate issued is
registered in the name of Cede & Co., or such other name as requested by an
authorized representative of The Depository Trust Company, and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.]
No.__________ [IF THE UNIT IS TO BE A GLOBAL UNIT
INSERT - Cusip No. [000000000]]
Form of Face of Unit Certificate
9 1/2% Trust Preferred Stock (TRUPS(sm)) Units
________ Units
This Unit Certificate certifies that is the registered Holder
of the number of Units set forth above. Each Unit represents ownership by
the Holder of one 9 1/4% Preferred Security (the "Preferred Security") of
SI Financing Trust I, a Delaware statutory business trust, having a stated
liquidation amount of $25, subject to the Pledge of such Preferred Security
by such Holder pursuant to the Pledge Agreement, and the rights and
obligations of the Holder under one Purchase Contract with Xxxxxxx Xxxxx
Xxxxxx Holdings Inc., a Delaware corporation (formerly known as Salomon
Inc, the "Company"), and Travelers Group Inc., a Delaware corporation and
the sole stockholder of the Company ("Travelers") .
Pursuant to the Pledge Agreement, the Preferred Security
constituting part of each Unit evidenced hereby has been pledged to the
Collateral Agent to secure the obligations of the Holder under the Purchase
Contract constituting part of such Unit.
The Pledge Agreement provides that all payments of the Stated
Amount of, or cash distributions on, any Pledged Preferred Securities (as
defined in the Pledge Agreement) constituting part of the Units received by
the Collateral Agent shall be paid by the Collateral Agent by wire transfer
in same day funds (i) in the case of (A) cash distributions with respect to
Pledged Preferred Securities and (B) any payments of the Stated Amount with
respect to any Preferred Securities that have been released from the Pledge
pursuant to the Pledge Agreement, to the Agent to the account designated by
the Agent for such purpose, no later than 2:00 p.m., New York City time, on
the Business Day such payment is received by the Collateral Agent (provided
that in the event such
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payment is received by the Collateral Agent on a day that is not a Business
Day or on or after 12:30 p.m., New York City time, on a Business Day, then
such payment shall be made no later than 10:30 a.m., New York City time, on
the next succeeding Business Day) and (ii) in the case of payments of the
Stated Amount of any Pledged Preferred Securities, to the Company on the
relevant Payment Date (as defined below) in accordance with the terms of
the Pledge Agreement, in full satisfaction of the respective obligations of
the Holders of the Units of which such Preferred Securities are a part
under the Purchase Contracts forming a part of such Units. Distributions on
any Preferred Security forming part of a Unit evidenced hereby paid on
March 31, June 30, September 30 or December 31, commencing September 30,
1996 (each, a "Payment Date"), shall, subject to receipt thereof by the
Agent from the Collateral Agent, be paid to the Person in whose name this
Unit Certificate (or a Predecessor Unit Certificate) is registered at the
close of business on the Record Date for such Payment Date.
Each Purchase Contract evidenced hereby obligates the Holder
of this Unit Certificate to purchase, and Travelers to sell, on June 30,
2021 (the "Stated Purchase Date"), or, at the election of the Company,
subject to the terms of the Unit Agreement, on any earlier Payment Date on
or after September 30, 1996 (such Payment Date, an "Early Purchase Date"
and together with the Stated Purchase Date, a "Purchase Date"), one
Depositary Share (a "Depositary Share") representing a one- twentieth
interest in a share of 9.50% Cumulative Preferred Stock, Series L,
Liquidation Preference $500 per share (the "Series L Preferred Stock"), of
Travelers at a price equal to $25 per Depositary Share, unless a
Termination Event shall have occurred, all as provided in the Unit
Agreement and more fully described on the reverse hereof. A Holder may
cause the Preferred Security pledged to secure the obligations under the
Purchase Contract of the Holder of the Unit of which such Purchase Contract
is a part to be repaid and the proceeds therefrom to be used to pay the
purchase price of the Depositary Share under such Purchase Contract.
The Company shall pay, on each Payment Date, in respect of
each Purchase Contract forming part of a Unit evidenced hereby a fee (the
"Contract Fee") equal to 1/4% per annum of the Stated Amount, from
September 30, 1996, computed on the basis of a 360-day year of twelve
30-day months. The fee payable for any period shorter than a full quarterly
period for which the Contract Fee is computed will be computed on the basis
of the actual number of days elapsed per 30-day month. Such Contract Fee
shall be payable to the Person in whose name this Unit Certificate (or a
Predecessor Unit Certificate) is registered at the close of business on the
Record Date for such Payment Date.
Distributions on the Preferred Securities and Contract Fees
will be payable at the office of the Agent in The City of New York or, at
the option of the Company, by check mailed to the address of the Person
entitled thereto as such address appears on the Unit Register.
Reference is hereby made to the further provisions set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Unless the certificate of authentication has been executed by
the Agent by manual signature, this Unit Certificate shall not be entitled
to any benefit under the Pledge Agreement or the Unit Agreement or be valid
or obligatory for any purpose.
A-2
IN WITNESS WHEREOF, the Company and Travelers have caused
this instrument to be duly executed.
Dated:
XXXXXXX XXXXX BARNEY
HOLDINGS INC.
By:
-----------------------------
Name:
Title:
Attest:
------------------
Name:
TRAVELERS GROUP INC.
By:
-----------------------------
Name:
Title:
Attest:
------------------
Name:
HOLDER SPECIFIED ABOVE (as to
obligations of such Holder under the
Purchase Contracts evidenced hereby)
By: THE CHASE MANHATTAN BANK, as
Attorney-in-Fact of such Holder
By:
-----------------------------
Name:
Title:
A-3
---------------------------------
AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Units referred to in the within mentioned
Unit Agreement.
THE CHASE MANHATTAN BANK,
as Agent
By:
------------------------------
Authorized Officer
A-4
Form of Reverse of Unit Certificate
Each Purchase Contract evidenced hereby is governed by a Unit
Agreement, dated as of July 3, 1996 between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Unit Agent (including
its successors thereunder, herein called the "Agent") , as supplemented by
the Supplemental Agreement, dated as of November __, 1997, among the
Company, Travelers and the Agent (as so supplemented and as hereafter
supplemented and/or amended from time to time, the "Unit Agreement"), to
which Unit Agreement and supplemental agreements thereto reference is
hereby made for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Agent, the
Company and the Holders of Units and of the terms upon which the Unit
Certificates are, and are to be, executed and delivered.
Each Purchase Contract evidenced hereby obligates the Holder
of this Unit Certificate to purchase, and Travelers to sell, on the
Purchase Date at a purchase price of $25, one Depositary Share, unless, on
or prior to the Purchase Date, a Termination Event shall have occurred. The
Purchase Contract evidenced hereby shall not entitle the Holder to purchase
a Depositary Share prior to the Purchase Date or from and after the date a
Termination Event has occurred.
In accordance with the terms of the Unit Agreement, the
Holder of this Unit Certificate shall pay the purchase price for the
Depositary Share purchased pursuant to each Purchase Contract evidenced
hereby by effecting either a Cash Settlement or a Collateral Settlement of
each such Purchase Contract. A Holder of a Unit who fails to make an
effective Cash Settlement or fails to deliver an instruction for a
Collateral Settlement in respect of a Purchase Contract will be deemed to
have elected a Collateral Settlement of such Purchase Contract, and such
Purchase Contract automatically will be settled accordingly.
Each Purchase Contract evidenced hereby and the obligations
and rights of the Company and the Holder thereunder shall terminate if a
Termination Event shall have occurred. Upon the occurrence of a Termination
Event, the Company shall give written notice to the Agent, Travelers and to
the Holders, at their addresses as they appear in the Unit Register. Upon
and after the occurrence of a Termination Event, the Collateral Agent shall
release the Pledged Preferred Security (as defined in the Pledge Agreement)
forming a part of each Unit, or the Redemption Price or Liquidation
Distribution received in respect of such Pledged Preferred Security, from
the Pledge. A Unit shall thereafter represent the right to receive the
Preferred Security forming a part of such Unit, or the Redemption Price or
Liquidation Distribution received in respect of such Preferred Security,
and any accrued Contract Fees on the Purchase Contract forming a part of
such Unit in accordance with the terms of the Unit Agreement and the Pledge
Agreement. Contract Fees shall cease to accrue in respect of any period
from and after the date of a Termination Event.
Under the terms of the Pledge Agreement, the Agent will be
entitled to exercise the voting and any other consensual rights pertaining
to the Pledged Preferred Securities. Upon receipt of notice of any meeting
at which holders of Preferred Securities are entitled to vote or
solicitation of consents, waivers or proxies of holders of Preferred
Securities, the Agent shall, as soon as practicable thereafter, mail to the
Unitholders a notice (a) containing such information as is contained in the
notice or solicitation, (b) stating that each Unitholder on the record date
set by the Agent therefor (which, to the extent possible, shall be the same
date as the record date for determining the holders of Preferred Securities
entitled to vote) shall be entitled to instruct the Agent as to the
exercise of the voting rights pertaining to the Preferred Securities
evidenced by their Units and (c) stating the manner in which
A-5
such instructions may be given. Upon the written request of the Unitholders
on such record date, the Agent shall endeavor insofar as practicable to
vote or cause to be voted, in accordance with the instructions set forth in
such requests, the maximum number of Preferred Securities as to which any
particular voting instructions are received. In the absence of specific
instructions from the Holder of a Unit, the Agent shall abstain from voting
the Preferred Security evidenced by such Unit. The Trust shall covenant in
the Declaration to take all action which may be deemed necessary by the
Agent in order to enable the Agent to vote such Preferred Securities or to
cause such Preferred Securities to be voted.
In the event Subordinated Debt Securities are received by the
Collateral Agent in respect of Pledged Preferred Securities upon the
occurrence of a Tax Event, Investment Company Event, Optional Distribution
or liquidation of the Trust, the Subordinated Debt Securities shall be held
by the Collateral Agent to secure the obligations of each Holder of Units
to purchase Depositary Shares under the Purchase Contracts evidenced by
such Units. Thereafter, the Holders and the Collateral Agent shall have
such rights and obligations with respect to the Subordinated Debt
Securities that the Holders and the Collateral Agent had in respect of the
Pledged Preferred Securities, and any reference in the Unit Agreement or
Pledge Agreement to the Preferred Securities shall be deemed to be a
reference to the Subordinated Debt Securities.
The Unit Certificates are issuable only in registered form
and only in denominations of a single Unit and any integral multiple
thereof. The transfer of any Unit Certificate will be registered and Unit
Certificates may be exchanged as provided in the Unit Agreement. The Unit
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents permitted by the Unit Agreement. No
service charge shall be required for any such registration of transfer or
exchange, but the Company and the Agent may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. Except as provided in the Unit Agreement, for so long
as the Purchase Contract underlying a Unit remains in effect, such Unit
shall not be separable into its constituent parts, and the rights and
obligations of the Holder of such Unit in respect of the Preferred Security
and Purchase Contract constituting such Unit may be transferred and
exchanged only as a Unit. A Purchase Contract separated from the related
Preferred Security and secured by Eligible Collateral in accordance with
the terms of the Unit Agreement and the Pledge Agreement will be
non-transferable without the prior written consent of the Company and will
bear a restrictive legend to such effect.
A Holder of Separated Purchase Contracts may reestablish
Units by delivering Preferred Securities to the Collateral Agent in
exchange for the release of Eligible Collateral having a corresponding
aggregate principal amount in accordance with the terms of the Unit
Agreement and the Pledge Agreement.
Upon registration of transfer of this Unit Certificate, the
transferee shall be bound (without the necessity of any other action on the
part of such transferee, except as may be required by the Agent pursuant to
the Unit Agreement), under the terms of the Unit Agreement and the Purchase
Contracts evidenced hereby and the transferor shall be released from the
obligations under the Purchase Contracts evidenced by this Unit
Certificate. Each of Travelers and the Company covenants and agrees, and
the Holder, by his acceptance hereof, likewise covenants and agrees, to be
bound by the provisions of this paragraph.
The Holder of this Unit Certificate, by his acceptance
hereof, authorizes the Agent to
A-6
enter into and perform the related Purchase Contracts forming part of the
Units evidenced hereby on his behalf as his attorney-in-fact, agrees to be
bound by the terms and provisions thereof, covenants and agrees to perform
his obligations under such Purchase Contracts, consents to the provisions
of the Unit Agreement, authorizes the Agent to enter into and perform the
Pledge Agreement on his behalf as his attorney-in-fact, and consents to the
Pledge of the Preferred Securities underlying this Unit Certificate
pursuant to the Pledge Agreement.
Subject to certain exceptions, the provisions of the Unit
Agreement may be amended with the consent of the Holders of not less than
66 2/3% of the Outstanding Units and Separated Purchase Contracts.
All terms used herein which are defined in the Unit Agreement
have the meanings set forth therein.
The Unit Agreement, the Units and the Purchase Contracts
shall for all purposes be governed by and construed in accordance with the
laws of the State of New York without regard to the conflicts of laws
principles thereof.
Travelers and the Company, the Agent and any agent of
Travelers, the Company or the Agent may treat the Person in whose name this
Unit Certificate is registered as the owner of the Units evidenced hereby
for the purpose of receiving payments of distributions on the preferred
Securities, receiving payments of Contract Fees, performance of the
Purchase Contracts and for all other purposes whatsoever, whether or not
any payments in respect thereof be overdue and not withstanding any notice
to the contrary, and neither Travelers, the Company, the Agent nor any such
agent shall be affected by notice to the contrary.
The Purchase Contracts shall not, prior to the settlement
thereof, entitle the Holder to any of the rights of a holder of Depositary
Shares, Series L Preferred Stock or any other shares of capital stock of
Travelers or of the Company.
A copy of the Unit Agreement is available for inspection at
the offices of the Agent.
A-7
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
------ ------
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to
JT TEN - as joint tenants with Minors Act
right of survivorship
and not as tenants -----------------------
in common (State)
Additional abbreviations may also be used though not in the above list.
-----------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Taxpayer I.D. or other
Identifying Number of Assignee
-----------------------------
| |
| |
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Please Print or Type Name and Address Including Postal Zip Code of Assignee
--------------------------------------------------------------------------
the within Unit Certificates and all rights thereunder, hereby irrevocably
constituting and appointing
---------------------------------------------------------------- attorney
to transfer said Unit Certificates on the books of Xxxxxxx Xxxxx Xxxxxx
Holdings Inc. with full power of substitution in the premises.
Dated: ----------------------------------
---------------------- Signature
----------------------------------
NOTICE: The signature to this
assignment must
correspond with the name
as it appears upon the
face of the within Unit
Certificates in every
particular, without
alteration or enlargement
or any change whatsoever.
A-8
EXHIBIT B
No.___________
Form of Face of Separated Purchase Contract Certificate
_________ Purchase Contracts
THE SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE
PURCHASE CONTRACTS EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN SUCH
PURCHASE CONTRACTS, IS RESTRICTED BY THE TERMS OF THE UNIT AGREEMENT DATED
JULY 3, 1996, AS AMENDED ON NOVEMBER __, 1997, A COPY OF WHICH IS ON FILE
AT THE CORPORATE TRUST OFFICE OF THE CHASE MANHATTAN BANK, AS UNIT AGENT.
NO SUCH SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE
WITHOUT THE PRIOR WRITTEN CONSENT OF SALOMON INC.
This Separated Purchase Contract Certificate certifies that is the
registered Holder of the number of Purchase Contracts set forth above. Each
Purchase Contract evidenced hereby obligates the Holder of this Separated
Purchase Contract Certificate to purchase, and Travelers Group Inc.
("Travelers"), a Delaware corporation and the sole stockholder of Xxxxxxx
Xxxxx Xxxxxx Holdings Inc. (formerly known as Salomon Inc, the "Company"),
to sell, on June 30, 2021 (the "Stated Purchase Date"), or, at the election
of the Company, subject to the terms of the Unit Agreement, on any earlier
Payment Date (as defined below) on or after September 30, 1996 (such
Payment Date, an "Early Purchase Date" and together with the Stated
Purchase Date, a "Purchase Date"), one Depositary Share (a "Depositary
Share") representing a one-twentieth interest in a share of 9.50%
Cumulative Preferred Stock, Series L, Liquidation Preference $500 per share
(the "Series L Preferred Stock"), of Travelers at a price equal to $25 per
Depositary Share, unless a Termination Event shall have occurred, all as
provided in the Unit Agreement and more fully described on the reverse
hereof. The purchase price for the Depositary Share purchased pursuant to
each Purchase Contract evidenced hereby will be paid by application of the
proceeds from the Eligible Collateral pledged to secure the obligations
under such Purchase Contract in accordance with the terms of the Pledge
Agreement.
The Company shall pay on each March 31, June 30, September 30 or
December 31, commencing September 30, 1996 (each, a "Payment Date"), in
respect of each Purchase Contract evidenced hereby a fee (the "Contract
Fee") equal to 1/4% per annum of the Stated Amount, from September 30,
1996, computed on the basis of a 360-day year of twelve 30-day months. The
fee payable for any period shorter than a full quarterly period for which
the Contract Fee is computed will be computed on the basis of the actual
number of days elapsed per 30-day month. Such Contract Fee shall be payable
to the Person in whose name this Separated Purchase Contract Certificate
(or a Predecessor Separated Purchase Contract Certificate) is registered at
the close of business on the Record Date for such Payment Date.
Contract Fees will be payable at the office of the Agent in The
City of New York or, at the option of the Company, by check mailed to the
address of the Person entitled thereto as such address appears on the
Separated Purchase Contract Register.
Reference is hereby made to the further provisions set forth on
the reverse hereof,
B-1
which further provisions shall for all purposes have the same effect as if
set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Agent by manual signature, this Separated Purchase Contract
Certificate shall not be entitled to any benefit under the Pledge Agreement
or the Unit Agreement or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company and Travelers have caused this
instrument to be duly executed.
Dated:
XXXXXXX XXXXX XXXXXX
HOLDINGS INC.
By:
--------------------------
Name:
Title:
Attest:
Name:
TRAVELERS GROUP INC.
By:
--------------------------
Name:
Title:
Attest:
Name:
HOLDER SPECIFIED ABOVE (as to
obligations of such Holder under the
Purchase Contracts evidenced hereby)
By: THE CHASE MANHATTAN BANK, as
Attorney-in-Fact of such Holder
By:
--------------------------
Name:
Title:
B-2
---------------------------------
AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Separated Purchase Contracts referred to
in the within mentioned Unit Agreement.
THE CHASE MANHATTAN BANK,
as Agent
By:
-----------------------------
Authorized Officer
B-3
Form of Reverse of Separated Purchase Contract Certificate
Each Purchase Contract evidenced hereby is governed by a Unit
Agreement, dated as of July 3, 1996 between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Unit Agent (including
its successors thereunder, herein called the "Agent"), and as supplemented
by the Supplemental Agreement, dated as of November __, 1997, among the
Company, Travelers and the Agent (as so supplemented and/or amended from
time to time, the "Unit Agreement"), to which Unit Agreement and
supplemental agreements thereto reference is hereby made for a description
of the respective rights, limitations of rights, obligations, duties and
immunities thereunder of the Agent, the Company and the Holders of
Separated Purchase Contracts and of the terms upon which the Separated
Purchase Contract Certificates are, and are to be, executed and delivered.
Each Purchase Contract evidenced hereby obligates the Holder
of this Separated Purchase Contract Certificate to purchase, and Travelers
to sell, on the Purchase Date at a purchase price of $25, one Depositary
Share, unless, on or prior to the Purchase Date, a Termination Event shall
have occurred. The Purchase Contract evidenced hereby shall not entitle the
Holder to purchase a Depositary Share prior to the Purchase Date or from
and after the date a Termination Event has occurred.
The purchase price for the Depositary Share purchased
pursuant to each Purchase Contract evidenced hereby will be paid by
application of payments received by the Company on the Purchase Date from
the Collateral Agent pursuant to the Pledge Agreement dated as of July 3,
1996 (as supplemented from time to time, the "Pledge Agreement") by and
among the Company, The Bank of New York, as Collateral Agent, and the
Agent, on its own behalf and as attorney-in-fact for the Holders from time
to time in respect of the proceeds of the related Eligible Collateral held
by the Collateral Agent to secure each such Purchase Contract without the
Collateral Agent receiving any instruction from the Holder of this
Separated Purchase Contract Certificate.
Each Purchase Contract and the obligations and rights of the
Company and the Holder thereunder shall terminate if a Termination Event
shall have occurred. Upon the occurrence of a Termination Event, the
Company shall give written notice to the Agent and to the Holders, at their
addresses as they appear in the Unit Register. Upon and after the
occurrence of a Termination Event, the Collateral Agent shall release the
related Eligible Collateral to the Holder from the Pledge in accordance
with the terms of the Pledge Agreement. A Separated Purchase Contract shall
thereafter represent the right to receive any accrued Contract Fees on the
Purchase Contract represented by such Separated Purchase Contract in
accordance with the terms of the Unit Agreement. Contract Fees shall cease
to accrue in respect of any period from and after the date of a Termination
Event.
The Separated Purchase Contract Certificates are issuable
only in registered form and only in denominations of a single Unit and any
integral multiple thereof. The transfer of any Separated Purchase Contract
Certificate will be registered and Separated Purchase Contract Certificates
may be exchanged as provided in the Unit Agreement. The Separated Purchase
Contract Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents permitted by the Unit
Agreement. No service charge shall be required for any such registration of
transfer or exchange, but the Company and the Agent may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
B-4
A Holder of Separated Purchase Contracts may reestablish
Units by delivering Preferred Securities to the Collateral Agent in
exchange for the release of Eligible Collateral having a corresponding
aggregate principal amount in accordance with the terms of the Unit
Agreement and the Pledge Agreement.
Upon registration of the transfer of this Separated Purchase
Contract Certificate to which the Company has given its prior written
consent, the transferee shall be bound (without the necessity of any other
action on the part of such transferee, except as may be required by the
Agent pursuant to the Unit Agreement) under the terms of the Unit Agreement
and the Purchase Contracts evidenced hereby and the transferor shall be
released from the obligations under the Purchase Contracts evidenced by
this Separated Purchase Contract Certificate. Each of Travelers and the
Company covenants and agrees, and the Holder, by his acceptance hereof,
likewise covenants and agrees, to be bound by the provisions of this
paragraph.
The Holder of this Separated Purchase Contract Certificate,
by his acceptance hereof, authorizes the Agent to enter into and perform
the Purchase Contracts evidenced hereby on his behalf as his
attorney-in-fact, agrees to be bound by the terms and provisions thereof,
covenants and agrees to perform his obligations under such Purchase
Contracts, consents to the provisions of the Unit Agreement, authorizes the
Agent to enter into and perform the Pledge Agreement on his behalf as his
attorney-in-fact, and consents to the Pledge of the Eligible Collateral
securing the Purchase Contracts evidenced by this Separated Purchase
Contract Certificate pursuant to the Pledge Agreement.
Subject to certain exceptions, the provisions of the Unit
Agreement may be amended with the consent of the Holders of not less than
66 2/3% of the Outstanding Units and Separated Purchase Contracts.
All terms used herein which are defined in the Unit Agreement
have the meanings set forth therein.
The Unit Agreement, the Separated Purchase Contracts and the
Purchase Contracts shall for all purposes be governed by and construed in
accordance with the laws of the State of New York without regard to the
conflicts of laws principles thereof.
Travelers, the Company, the Agent and any agent of Travelers,
the Company or the Agent may treat the Person in whose name this Separated
Purchase Contract Certificate is registered as the owner of the Separated
Purchase Contracts evidenced hereby for the purpose of receiving payments
of Contract Fees, performance of the Purchase Contracts and for all other
purposes whatsoever, whether or not any payments in respect thereof be
overdue and not withstanding any notice to the contrary, and neither
Travelers, the Company, the Agent nor any such agent shall be affected by
notice to the contrary.
The Purchase Contracts shall not, prior to the settlement
thereof, entitle the Holder to any of the rights of a holder of Depositary
Shares, Series L Preferred Stock or any other shares of capital stock of
Travelers or of the Company.
A copy of the Unit Agreement is available for inspection at
the offices of the Agent.
B-5
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
----- ------
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts
JT TEN - as joint tenants with to Minors Act
right of survivorship
and not as tenants in ---------------------
common (State)
Additional abbreviations may also be used though not in the above list.
----------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Taxpayer I.D. or other
Identifying Number of Assignee
-------------------------------------
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Please Print or Type Name and Address Including Postal Zip Code of Assignee
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the within Separated Purchase Contract Certificates and all rights
thereunder, hereby irrevocably constituting and appointing
------------------------------------------------------------------ attorney
to transfer said Separated Purchase Contract Certificates on the books of
Xxxxxxx Xxxxx Xxxxxx Holdings Inc. with full power of substitution in the
premises.
Dated: -------------------------------
---------------------- Signature
-------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Separated
Purchase Contract Certificates
in every particular, without
alteration or enlargement or any
change whatsoever.
B-6
EXHIBIT C
INSTRUCTION TO COLLATERAL AGENT
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Trustee Administration
Re: 9 1/2% Trust Preferred Stock(sm) (TRUPS(sm)) Units (the
"Units") consisting of 9 1/4% Preferred Securities (the
"Preferred Securities") of SI Financing Trust I (the
"Trust") and Purchase Contracts (the "Purchase
Contracts") of Travelers Group Inc. ("Travelers") and
Xxxxxxx Xxxxx Xxxxxx Holdings Inc. (formerly known as
Salomon Inc, the "Company")
The Chase Manhattan Bank (the "Agent") hereby notifies you
(the "Collateral Agent"), with reference to the Unit Agreement dated as of
July 3, 1996, as supplemented on November __, 1997 (as so supplemented and
as further supplemented and/or amended from time to time, the "Unit
Agreement"; any capitalized term used herein and not defined shall have its
respective meaning as set forth in the Unit Agreement), among the Company,
Travelers and the Agent, as agent for the Unitholders and Holders of
Separated Purchase Contracts from time to time, pursuant to which the Units
were issued, that [Unitholder] (the "Unitholder") has elected to effect a
Collateral Settlement of Purchase Contracts. The Agent hereby instructs the
Collateral Agent to present the Preferred Securities related to such
Purchase Contracts to the Trust for repayment prior to 10:00 a.m., New York
City time, on the Business Day immediately preceding the Purchase Date at
the Repayment Price and to apply the product of the Stated Amount and the
number of such Purchase Contracts to the settlement of the Unitholder's
Purchase Contracts.
IN WITNESS WHEREOF, the Agent, has executed and delivered
this Instruction as of the ___ day of _______, ____.
THE CHASE MANHATTAN BANK
as Agent
By:
---------------------------
Name:
Title:
C-1
