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This excerpt taken from the C 10-Q filed Aug 7, 2009. RECITALS
WHEREAS, NCS operates one of Japan’s leading securities firms;
WHEREAS, NCH owns the issued and outstanding shares (or, where applicable, partnership interests) of each of the companies set forth on Schedule I and identified as being owned by NCH, and NCH’s wholly-owned subsidiary NCB owns the issued and outstanding shares of each of the companies set forth on Schedule I and identified as being owned by NCB, all of which companies have businesses or assets related and complementary to those of NCS (collectively, whether owned by NCH or by NCB, but excluding any Excluded Companies, the “Related Companies”);
WHEREAS, NCH owns certain assets set forth on Schedule II, and NCH and NCL employ certain personnel set forth on Schedule III, that are in each case related to the businesses of NCS, its Subsidiaries and the Related Companies, and which are defined in Section 1.1 as the Related Assets and Related Personnel, respectively;
WHEREAS, pursuant to the terms and conditions set forth in this Agreement, NCS desires to transfer to a newly organized wholly-owned subsidiary (the “New Securities Company”), and the New Securities Company desires to succeed to, substantially all of NCS’s businesses, assets, rights, liabilities, obligations and employees by means of an absorption-type corporate demerger, and NCL desires to transfer to the New Securities Company, and the New Securities Company desires to succeed to, employ and retain, the Related Personnel in NCL’s employ and their business activities by means of an absorption-type corporate demerger;
WHEREAS, NCS desires to sell to the Purchaser, and the Purchaser desires to purchase (directly or through one or more Affiliates), all of the shares of the New Securities Company (the “New Securities Company Shares”), and NCH and NCB desire to sell to the Purchaser, and the Purchaser desires to purchase (directly or through one or more Affiliates), all of the shares (or, where applicable, partnership interests) of the Related Companies (the “Related Company Shares”), and NCH desires to sell to the Purchaser, and the Purchaser desires to purchase (directly or through one or more Affiliates), all of the Related Assets, subject to the terms and conditions set forth in this Agreement; and
WHEREAS, on the date hereof, Citigroup Inc. has executed and delivered to the Purchaser the Guarantee Letter;
NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:
This excerpt taken from the C 8-K filed Dec 21, 2007. Recitals
A. On
the date hereof, the Corporation is issuing $3,500,500,000
aggregate principal amount of its 8.300% Fixed Rate/Floating Rate Junior
Subordinated Deferrable Interest Debentures (the “Notes”)
to Citigroup Capital
XXI, a Delaware statutory trust (the “Trust”).
B. On
the date hereof, the Trust is issuing $3,500,000,000 aggregate liquidation
amount of its 8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred
Securities (the “Enhanced
TRUPS”®1
and, together with the Notes, the “Securities”).
C. This
Covenant is the “Capital Replacement Covenant” referred to
in the Prospectus, dated December 17, 2007, relating to the Enhanced TRUPS (the “Prospectus”).
D. The
Corporation is entering into this Covenant and disclosing the content of this
Covenant in the manner provided below with the intent that the covenants
provided for in this Covenant be enforceable by each Covered Debtholder and
that
the Corporation be estopped from disregarding the covenants in this Covenant,
in
each case to the fullest extent permitted by applicable law.
E. The
Corporation acknowledges that reliance by each Covered Debtholder upon the
covenants in this Covenant is reasonable and foreseeable by the Corporation
and
that, were the Corporation to disregard its covenants in this Covenant, each
Covered Debtholder would have sustained an injury as a result of its reliance
on
such covenants.
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