FISCAL AGENCY AGREEMENTAgency Agreement |
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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:
| 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. |
APPOINTMENTS
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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
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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. |
PAYING
AGENCY
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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.
| 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
