TERMS
AGREEMENT
Citigroup
Inc.
399 Park
Avenue
New York, New
York 10043
Attention:
Assistant Treasurer
Ladies and
Gentlemen:
We understand that Citigroup Inc., a Delaware
corporation (the “ Company ”), proposes to issue
and sell US$2,000,000,000 aggregate principal amount of its debt
securities (the “ Securities
”). Subject to the terms and conditions set forth
herein or incorporated by reference herein, we, Citigroup Global
Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc.,
Goldman, Sachs & Co., UBS Securities LLC, BNP Paribas
Securities Corp., Credit Suisse Securities (USA) LLC, National
Australia Bank, Limited, Samuel A. Ramirez & Company, Inc., RBC
Capital Markets Corporation, RBS Securities Inc., TD Securities
(USA) LLC and Utendahl Capital Group, LLC, as underwriters (the
“ Underwriters ”), offer to purchase, severally
and not jointly, the principal amount of the Securities set forth
opposite our respective names on the list attached as Annex A
hereto at 99.170% of the principal amount thereof, plus accrued
interest, if any, from the date of issuance. The Closing
Date shall be September 24, 2009, at 9:30 a.m. (Eastern
Time). The closing shall take place at the offices of
Cleary Gottlieb Steen & Hamilton LLP located at One Liberty
Plaza, New York, New York 10006.
The Securities shall have the following
terms:
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5.500% Senior
Notes Due 2014
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October 15,
2014
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Semi-annually
on the 15 th
day of each April and October,
commencing April 15, 2010
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99.495% of the
principal amount thereof, plus accrued interest, if any, from
September 24, 2009
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The Securities
are not redeemable by the Company prior to Maturity, except upon
the occurrence of certain events involving United States taxation,
as set forth in the Prospectus dated February 20, 2009
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The April
1 st
and October 1
st preceding each Interest Payment Date
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The Securities shall be issuable as Registered
Securities only. The Securities will be initially
represented by one or more global Securities registered in the name
of The Depository Trust Company (“DTC”) or its
nominees, as described in the Prospectus relating to the
Securities. Beneficial interests in the Securities will
be shown on, and transfers thereof will be effected only through,
records maintained by DTC, Euroclear Bank S.A./N.V. and Clearstream
International and their respective participants. Owners
of beneficial interests in the Securities will be entitled to
physical delivery of Securities in certificated form only under the
limited circumstances described in the
Prospectus. Principal and interest on the Securities
shall be payable in United States dollars. The relevant
provisions of Article Eleven of the Indenture relating to
defeasance shall apply to the Securities.
All the provisions contained in the document
entitled “Citigroup Inc.— Debt Securities —
Underwriting Agreement — Basic Provisions” and dated
March 2, 2006 (the “Basic Provisions”), a copy of which
you have previously received, are herein incorporated by reference
in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been
set forth in full herein. Terms defined in the Basic
Provisions are used herein as therein defined.
The Company agrees to use its best efforts to
have the Securities approved for listing on the Luxembourg Stock
Exchange and to maintain such listing so long as any of the
Securities are outstanding, provided, however, that:
(a) if it is
impracticable or unduly burdensome, in the good faith determination
of the Company, to maintain such listing due to changes in listing
requirements occurring after the date of the Prospectus Supplement,
or
(b) if the
Transparency Directive (as defined in the Prospectus Supplement) is
implemented in Luxembourg in a manner that would require the
Company to publish financial information according to accounting
principles or standards that are materially different from United
States generally accepted accounting principles,
the Company may
de-list the Securities from the Luxembourg Stock Exchange and shall
use its reasonable best efforts to obtain an alternative admission
to listing, trading and/or quotation of the Securities by another
listing authority, exchange or system within or outside the
European Union as it may decide. If such an alternative
admission is not available or is, in the Company’s opinion,
unduly burdensome, such an alternative admission will not be
obtained, and the Company shall have no further obligation in
respect of any listing, trading or quotation for the
Securities.
The Underwriters hereby agree in connection with
the underwriting of the Securities to comply with the requirements
set forth in any applicable sections of Rule 2720 of the NASD
Conduct Rules adopted by the Financial Industry Regulatory
Authority.
Selling
Restrictions:
The Underwriters represent and agree that in
relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive (each, a “Relevant
Member State”), with effect from and including the date on
which the Prospectus Directive is implemented in that relevant
member state (the “Relevant Implementation Date”), an
offer to the public of any Securities which are the subject of this
offering may not be made in that Relevant Member State prior to the
publication of a prospectus in relation to such Securities that has
been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant
Member State, all in accordance with the Prospectus Directive,
except that , with effect from and including the Relevant
Implementation Date, an offer to the public in that Relevant Member
State of any Securities may be made at any time:
(a) to legal entities
which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate
purpose is solely to invest in securities;
(b) to any legal
entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet
of more than €43,000,000 and (3) an annual net turnover of
more than €50,000,000, as shown in its last annual
or consolidated accounts;
(c) to fewer than 100
natural or legal persons (other than qualified investors as defined
in the Prospectus Directive) subject to obtaining the prior consent
of Citigroup Global Markets Inc. for any such offer; or
(d) in any other
circumstances that do not require the publication of a prospectus
pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the
expression an “offer to the public” in relation to any
Securities in any Relevant Member State means the commun
