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Exhibit 4.02
CITIGROUP INC.
AND
CITIBANK,
N.A.,
AS FISCAL AGENT,
REGISTRAR, CALCULATION AGENT AND PRINCIPAL PAYING AGENT
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AGENCY AGREEMENT
C$ 500,000,000 4.650% FIXED
RATE/FLOATING RATE SUBORDINATED NOTES DUE 2022
DATED AS OF OCTOBER 7, 2005
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THIS AGREEMENT is made in London as of
October 7, 2005, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."),
which shall act as fiscal agent,
registrar,
calculation agent and principal paying agent (hereinafter
referred to in
such respective capacities as "FISCAL AGENT", "REGISTRAR",
"CALCULATION
AGENT" or as "PRINCIPAL PAYING AGENT", which expressions shall
include any
successor or successors thereto).
WHEREAS pursuant
to the Terms Agreement dated September 29, 2005 (the
"UNDERWRITING AGREEMENT") between the
Issuer and the Underwriters named therein,
the Issuer has agreed to issue its C$
500,000,000 4.650% Fixed/Floating Rate
Subordinated Notes due October 2022 (the
"NOTES"); and
WHEREAS the
Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent,
Registrar, Calculation Agent and Principal
Paying 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 Calculation
Agent and the
Principal Paying Agent.
"CONDITIONS"
means the terms and conditions of the Notes, as contained in
the Global
Notes, in the Prospectus Supplement dated September 29, 2005
and
the
Indenture.
"GLOBAL NOTES"
means the DTC Global Notes in the form of Schedule 1
attached hereto
(also referred to herein as the "DTC GLOBAL NOTE").
"INDENTURE"
means the Indenture dated as of April 12, 2001, as amended and
supplemented to
date, between the Issuer and J.P. Morgan Trust Company,
N.A. (the
"TRUSTEE").
Terms not
defined herein shall have the same meanings as are assigned
thereto in the
Underwriting Agreement and the Conditions.
2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank,
N.A. to act as Fiscal Agent, Registrar,
Calculation Agent and Principal Paying
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.
3. THE NOTES
3.1 The Notes shall be represented by
permanent Global Notes without interest
coupons as specified in the Conditions. The
DTC Global Note shall be
substantially in the form attached hereto
as Schedule 1, 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.
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3.2 Each Global Note shall be signed
manually by a duly authorized 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, Citibank, N.A., London
office as custodian for The Depository
Trust Company, New York ("DTC").
4. PAYING AGENCY
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 Canadian dollars in same-day
funds, to such account at the Fiscal Agent
in London or Canada as the Fiscal
Agent may from time to time specify (the
"REDEMPTION ACCOUNT") on the Business
Day such payment is due as set forth in the
Notes and Conditions.
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.
The Fiscal Agent, in coordination with CDS,
shall procure tax forms required for
exemption from withholding tax under the
U.S. Internal Revenue Code.
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 in
accordance with instructions from the
registered holder of 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.
4.4 In respect of the monies paid to it
relating to any Note, the Fiscal Agent
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),
4.4.2 shall not
be required to account for interest thereon and
4.4.3 money held
by it need not be segregated except as may be required by
applicable
law.
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.
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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 to be cancelled in
accordance with the procedures established
for that purpose by DTC and CDS,
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
Regist
