CITIGROUP INC.
And
CITIBANK, N.A.,
As Fiscal Agent, Registrar, Calculation Agent and Principal Paying
Agent
FISCAL AGENCY AGREEMENT
C$500,000,000 5.160% Fixed Rate/Floating Rate Subordinated Notes
due 2027
Dated as of May 24, 2007
THIS
FISCAL AGENCY AGREEMENT is made in London as of May 24, 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
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).
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WHEREAS
pursuant to the Terms Agreement dated May 10, 2007 (the
“
Underwriting Agreement ”)
between the Issuer and the Underwriters named therein, the Issuer
has agreed to issue its C$500,000,000 5.160% Fixed Rate/Floating
Rate Subordinated Notes due May 2027 (the “
Notes ”);
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;
and
WHEREAS
the Issuer wishes to deposit the global notes representing the
Notes with The Canadian Depository for Securities Limited
(“
CDS ”)
or a nominee therefore.
IT
IS HEREBY AGREED as follows:
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1. |
DEFINITIONS, INTERPRETATION
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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 May 10, 2007 and the
Indenture.
“Global Notes” means
the Global Notes in the form of Schedule 1 attached
hereto.
“Indenture” means
the Indenture dated as of April 12, 2001, 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.
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.
3.1
The
Notes shall be represented by permanent Global Notes without
interest coupons as specified in the Conditions. The Global
Notes 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.
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 CDS.
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 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.
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5. |
DOCUMENTS FOR INSPECTION AND PUBLICATION OF
NOTICES
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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.
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6. |
CANCELLATION OF THE GLOBAL NOTES
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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 proced
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