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1
CITIGROUP INC.
And
CITIBANK, N.A.
As Fiscal Agent, Registrar, Calculation Agent and Exchange
Agent
And
DEXIA BANQUE INTERNATIONALE À LUXEMBOURG,
SOCIÉTÉ ANONYME
As Paying Agent and Transfer Agent
AGENCY AGREEMENT
Yen 100,000,000,000 Floating Rate Notes due
2012
Dated as of December 21, 2007
THIS
AGREEMENT is made in London as of December 21, 2007,
BY
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(1)
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CITIGROUP
INC. (the “
Issuer ”).
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(2)
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CITIBANK,
N.A. (“
Citibank, N.A. ”),
which shall act as fiscal agent, registrar, calculation agent and
exchange agent (hereinafter referred to in such respective
capacities as
“Fiscal Agent”, “
Registrar ”,
“
Calculation Agent ”
or as “
Exchange Agent ”,
which expressions shall include any successor or successors
thereto).
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(3)
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DEXIA
BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ
ANONYME, which shall act as paying agent and transfer agent
(hereinafter referred to as “
Paying Agent ”
and “
Transfer Agent ”,
which expression shall include any successor or successors
thereto).
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WHEREAS
pursuant to the Terms Agreement dated December 4, 2007 (the
“
Underwriting Agreement ”)
between the Issuer and the Underwriter named therein, the Issuer
has agreed to issue its Yen 100,000,000,000 Floating Rate Notes due
December 2012 (the “
Notes ”);
and
WHEREAS
the Issuer wishes to appoint Citibank, N.A. to act as Fiscal
Agent, Registrar, Calculation Agent and Exchange Agent and
Dexia Banque Internationale à Luxembourg,
société anonyme as Paying Agent and Transfer
Agent in relation to the Notes upon the terms and conditions
set forth in this Agreement and the Schedules
hereto.
IT
IS HEREBY AGREED as follows:
| 1. |
DEFINITIONS,
INTERPRETATION |
The
following terms shall, unless the context otherwise requires,
have the respective meanings indicated below:
“Agent(s)” means
any of the Fiscal Agent, the Registrar, the Paying Agent, the
Calculation Agent, the Exchange Agent and the Transfer
Agent.
“Conditions” means
the terms and conditions of the Notes, as contained in the
applicable Global Notes, in the Prospectus Supplement dated
December 4, 2007 to the Prospectus dated March 2, 2006, and the
Indenture.
“Global Notes” means
either one or both of (i) the International Global Note in the form
of Schedule 1 attached hereto and (ii) the DTC Global Notes in the
form of Schedule 2 attached hereto (also referred to herein as
the
“International Global Note”
and the
“DTC Global Note” ,
respectively).
“Indenture” means
the Indenture dated as of March 15, 1987, as amended and
supplemented to date, between the Issuer and The Bank of New York
(the “
Trustee ”).
Terms
not defined herein shall have the same meanings as are
assigned thereto in the Underwriting Agreement and the
Conditions.
3
2.1 The
Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent,
Registrar, Calculation Agent and Exchange Agent in respect of
the Notes and Global Notes.
2.2
Citibank,
N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the
terms and conditions set out in this Agreement and the
Schedules hereto. In particular, the Fiscal Agent agrees to
effect any publication of notices pursuant to the
Conditions.
2.3
The
Issuer hereby appoints Dexia Banque Internationale à
Luxembourg, société anonyme to act as Paying
Agent and Transfer Agent in respect of the Notes and Global
Notes.
2.4
Dexia
Banque Internationale à Luxembourg,
société anonyme hereby accepts such appointments
and the resulting obligations, and agrees to act in such
capacities, on the terms and conditions set out in this
Agreement and the Schedules hereto.
2.5
The
obligations of the Agents are several and not
joint.
3.1
The
Notes shall be represented by permanent Global Notes without
interest coupons as specified in the Conditions. Each
International Global Note and DTC Global Note shall be
substantially in the forms attached hereto as Schedules 1 and
2, respectively, in each case with such changes as may be
agreed between the Issuer and the Trustee. The Conditions
shall be attached to, or endorsed upon, each Global Note. In
the event that individual definitive Notes are issued, the
parties shall enter into a supplement to this Agreement to
provide for the matters set forth herein with regard to such
definitive Notes.
3.2
Each
Global Note shall be signed manually by a duly authorised
officer of the Issuer and dated the Issue Date. Each Global
Note shall be authenticated manually by Citibank, N.A., as
authenticating agent on behalf of the Trustee, and delivered
to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and
(ii), in the case of the DTC Global Notes, Citibank, N.A.,
London office as custodian for The Depository Trust Company,
New York (“
DTC ”).
4.1
The
Issuer shall remit the funds necessary for the payment of
interest on and principal of the Notes to the Fiscal Agent, in
Yen in same-day funds, to such account at the Fiscal Agent in
London as the Fiscal Agent may from time to time specify (the
“
Redemption Account ”)
on the Business Day such payment is due, provided always that, if
any due date shall not be a Business Day, the Issuer shall make
such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4,
Business Day shall mean a day on which commercial banks and foreign
exchange markets settle payments and are open for general business
in each of London, Tokyo and The City of New York.
The
Issuer hereby authorizes and directs the Fiscal Agent, from
the amounts so paid to it, to make payment of the principal
of, and interest on, the Notes on the due date for payment set
forth in the Conditions and this Agreement. If applicable, the
Fiscal Agent will, from funds so received from the Issuer,
credit to the account of the Paying Agent the amounts of all
such payments made by it in accordance with the provisions of
this Agreement.
The
Issuer shall confirm to the Fiscal Agent not later than 10:00
a.m. (London time) on the second Business Day before the
relevant date for such payment that it has issued irrevocable
payment instructions for such payment to be made.
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4.2
If
for any reason the Fiscal Agent does not receive
unconditionally the full amount payable by the Issuer on the
relevant due date in respect of all the outstanding or
maturing Notes, the Fiscal Agent shall forthwith notify
immediately the Issuer by telephone followed by facsimile and
the Fiscal Agent shall not be bound to make any payment of
principal or interest in respect of the Notes until the Fiscal
Agent has received to its order the full amount of the monies
then due and payable in respect of all outstanding or maturing
Notes, provided, however, that if the Fiscal Agent shall, in
its discretion, make any payment of principal or interest on
or after the due date therefor in respect of the Notes prior
to its unconditional receipt of the full amount then due and
payable in respect of all outstanding Notes, the Issuer will
promptly pay such amount to the Fiscal Agent and will
compensate the Fiscal Agent at a rate equal to the Fiscal
Agent’s cost of funding.
4.3
Out
of the sums paid to the Fiscal Agent in respect of interest
and principal on the Notes, the Fiscal Agent will make payment
free of charge to the registered holder of the International
Global Note and the DTC Global Note as stipulated in Clause 9
below, in the amounts specified in the Conditions. The Fiscal
Agent shall obtain from the Registrar, and the Registrar shall
supply, such details as are required for the Paying Agent to
make payment as stated above.
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4.4
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In
respect of the monies paid to it relating to any Note, the Fiscal
Agent
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4.4.1 |
shall
not be entitled to exercise any lien, right of set-off or similar
claim (including without limitation any claim arising from or
relating to any other issue of securities by the
Issuer),
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4.4.2
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shall
not be required to account for interest thereon and
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4.4.3
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money
held by it need not be segregated except as may be required by
applicable law.
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| 5. |
DOCUMENTS FOR
INSPECTION AND PUBLICATION OF NOTICES |
5.1
On
behalf and at the request and expense of the Issuer, the
Fiscal Agent shall cause to be published any notices required
to be given by the Issuer in accordance with the
Conditions.
5.2
The
Issuer shall provide to the Fiscal Agent sufficient copies of
all documents required by the Conditions to be available for
issue or inspection, and the Fiscal Agent shall make such
copies available to Noteholders upon their
request.
5.3
To
the extent practicable, the Issuer shall provide the Fiscal
Agent with a copy (prior to publication) of all notices to be
issued in connection with the Notes.
| 6. |
CANCELLATION OF THE GLOBAL
NOTES |
6.1
Subject
to the terms of the Indenture, promptly upon the
Issuer’s request, the Registrar shall take all measures
necessary to cancel any Notes which the Issuer has repurchased
or whose maturity has been accelerated pursuant to the
Conditions. The Registrar shall cause any such Notes (i) to
the extent represented by the International Global Note, to be
cancelled resulting in a reduction in the aggregate amount of
the Notes represented by the International Global Note by the
aggregate amount of Notes so cancelled, and (ii) to the extent
represented by the DTC Global Note, to be cancelled in
accordance with the procedures established for that purpose by
DTC, resulting in a reduction in the aggregate amount of the
Notes represented by the DTC Global Note by the aggregate
amount of the Notes so cancelled.
6.2
On
the same day such cancellation is effected, the Registrar
shall record such cancellation of Notes on the Register in
such a way that the aggregate principal amount of Notes
cancelled at any time together with the aggregate principal
amo
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