Common use of Additional Terms Clause in Contracts

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Loan Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to this Section 2.14the 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 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act 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, except for · Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have assigned become effective. The Company may have filed with the Commission, as part of an amendment to each Incremental Lender providing a portion of any such Incremental Increase the Registration Statement or pursuant to this Section 2.14Rule 424(b), and one or more preliminary prospectus supplements relating to the Securities, each Incremental Lender providing of which has previously been furnished to you. The Company will file with the Commission a portion of final prospectus supplement relating to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder Securities in outstanding Letters of Credit and Swing Line Loansaccordance with Rule 424(b). As filed, such thatfinal prospectus supplement shall contain all information required by the Act and the rules thereunder, after giving effect to each such deemed assignment and assumption of participationsand, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) except to the extent necessary the Representatives shall agree in writing to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase a modification, shall be in all substantive respects in the Revolving Credit Commitments under this Section 2.14. In connection with any increase form furnished to you prior to the Term Facility pursuant Execution Time or, to the terms hereofextent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the additional Term Loans shall be made by Base Prospectus and any Preliminary Prospectus) as the Term Lenders participating therein pursuant Company has advised you, prior to the procedures Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; · Section 2.02.1(d), which is hereby deleted in its entirety and replaced with “Reserved”; and

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to this Section 2.14the 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 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act 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, except for · Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have assigned become effective. The Company may have filed with the Commission, as part of an amendment to each Incremental Lender providing a portion of any such Incremental Increase the Registration Statement or pursuant to this Section 2.14Rule 424(b), and one or more preliminary prospectus supplements relating to the Securities, each Incremental Lender providing of which has previously been furnished to you. The Company will file with the Commission a portion of final prospectus supplement relating to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder Securities in outstanding Letters of Credit and Swing Line Loansaccordance with Rule 424(b). As filed, such thatfinal prospectus supplement shall contain all information required by the Act and the rules thereunder, after giving effect to each such deemed assignment and assumption of participationsand, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) except to the extent necessary the Representatives shall agree in writing to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase a modification, shall be in all substantive respects in the Revolving Credit Commitments under this Section 2.14. In connection with any increase form furnished to you prior to the Term Facility pursuant Execution Time or, to the terms hereofextent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the additional Term Loans shall be made by Base Prospectus and any Preliminary Prospectus) as the Term Lenders participating therein pursuant Company has advised you, prior to the procedures Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; · Section 2.02.1(d), which is hereby deleted in its entirety and replaced with “Reserved”;

Additional Terms. Upon each Incremental Increase (a) This Article is binding and will apply to every Transferee, at every level. The surrender of Revolving Credit Commitments pursuant this Lease or its termination will not be a merger, but Landlord will have the right to terminate all subleases and the occupancy rights of all Transferees. Tenant will pay to Landlord as additional rent: fifty percent (50%) of rent and other consideration paid or payable for or by reason of any assignment of this Section 2.14Lease after Tenant first recovers its bona fide, (i) each Revolving Credit Lender immediately prior reasonable, out-of-pocket costs paid to unaffiliated third parties for attorneys fees, brokerage commissions, and new tenant improvements or allowances and reasonable marketing costs solely for that assignee or subtenant. At Landlord’s option, Landlord may collect all or any part of this additional rent directly from the payor, and consideration paid or payable will be defined in its broadest sense. Tenant will promptly deliver to Landlord copies of all executed Transfer documents, all collateral agreements and all later amendments. Tenant will promptly pay Landlord’s reasonable attorneys’ fees and other costs in connection with any request for Landlord’s consent to a Transfer; provided, however, that such Incremental Increase costs shall not exceed $1,000.00. A listing of any name other than Tenant’s name on the doors or walls of the Premises or elsewhere in the Project will automatically and without further act not be deemed to have assigned be an implied consent by Landlord to each Incremental Lender providing any sublease, assignment, occupancy or other Transfer nor constitute a portion waiver of Landlord’s right to withhold consent to any such Incremental Increase pursuant Transfer or Tenant’s failure to comply with this Article. Landlord’s profit sharing rights under subsection 18.5(a) does not apply to permitted transfers under Section 2.1418.5(c) below. (b) A Transferee (which for these purposes will exclude any permitted sublessee but will include any assignee by contract, and each Incremental Lender providing a portion foreclosure, operation of the Revolving Credit Commitment Increase law or otherwise) will automatically and without further act be deemed to have assumed all of Tenant’s obligations and Liabilities under this Lease (all of which will be deemed to run with the land) and will be deemed to be bound by this Lease, and Tenant and the Transferee will indemnify Landlord and hold it harmless from all Liabilities in connection with the Transfer. To confirm the foregoing, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit prospective Transferee (other than a permitted sublessee) will be required to execute and Swing Line Loans, such that, after giving effect deliver to each such deemed assignment and Landlord an unconditional written assumption of participationsTenant’s Liabilities under this Lease and an unconditional written indemnity as described above, and Tenant and the Transferee will be deemed to be jointly and severally liable for all Liabilities of the Tenant under this Lease and any existing amendments thereto (although such a written assumption will not be required to establish the full liability of the Transferee for all of Tenant’s Liabilities under this Lease). Notwithstanding anything to the contrary in a sublease, each sublease will be deemed to include and incorporate the following provisions: it will be subject and subordinate to this Lease in all respects, if there is any conflict the terms of this Lease will control, and all restrictions and limitations on and obligations of Tenant under this Lease (except with respect to the payment of rent and the length of the term) are incorporated into the sublease; the subtenant will represent that it has reviewed and approved all of the terms of this Lease; any Alterations that require Landlord’s consent under this Lease will also require Landlord’s consent under the sublease; Tenant and the subtenant will indemnify Landlord and hold it harmless from all Liabilities in connection with the sublease to the same extent as provided in this Lease; the subtenant will acquire no rights or claims against Landlord or its Affiliates and will not have the right to exercise any of Tenant’s rights or options to renew, extend or lease additional space in the Project, or any other rights and remedies under this Lease against Landlord; the subtenant will maintain the same insurance as is required to be maintained by Tenant under this Lease endorsed in the same manner to Landlord and its designees, and on their behalf and on behalf of their insurers, the percentage subtenant and its Affiliates waive subrogation, and they waive and discharge Landlord and its Affiliates from, all claims in connection with any Liabilities incurred by subtenant or its Affiliates in connection with the sublease, the Premises, or the rest of the aggregate outstanding Project; there will be no privities of contract or estate between the subtenant and Landlord (x) participations hereunder in Letters of Credit except if and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep permit Landlord to enforce its rights and remedies); the outstanding Revolving Credit Loans ratable with subtenant will not have the right or power to further Transfer its subleased space or any revised Applicable Revolving Credit Percentages arising from any nonratable increase interest in the Revolving Credit Commitments sublease or that space or to amend the requirements in this Lease that are incorporated into the sublease; amendments to the sublease will require Landlord’s prior written approval; Tenant and subtenant will concurrently deliver to Landlord copies of any notices of default or breach or similar notices sent or received by them; and if this Lease terminates pursuant to its terms or by reason of default, operation of law, or agreement between Landlord and Tenant, or Landlord rightfully reenters or repossesses the Premises, Landlord will have the right and power (but not the obligation) to terminate the sublease without any incurring any Liabilities (all of which are hereby waived by Tenant, the subtenant and their respective Affiliates), or at its option permit the sublease to continue with Landlord becoming the sublessor thereunder, in which case the subtenant will attorn to Landlord, but Landlord will not be liable for Tenant’s acts or omissions, or any claims, defenses or offsets against or obligations of Tenant, nor will it be bound by any amendment to the sublease made without Landlord’s prior written consent. By entering into a sublease, Tenant and the sublessee agree that if the sublessee breaches an obligation under its sublease which would also constitute a default by Tenant under this Section 2.14Lease if not cured within applicable grace periods, it will be a default under this Lease and then Landlord will have all of the rights and remedies against the subtenant that is also has against Tenant for such a default. In connection Without limiting the generality of the foregoing, Landlord will be permitted (by assignment of the cause of action or otherwise) to join the Tenant in any action or proceeding against subtenant or to proceed against the subtenant directly in the name of Tenant to enforce these rights and remedies. Tenant and subtenant will cooperate with any increase Landlord and execute such documents as may be reasonably necessary to implement the Term Facility pursuant to the terms hereofterms, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures rights and remedies set forth in this Section 2.0218, including, without limitation, (explicitly or incorporating them by written reference) in the sublease at Landlord’s election. The exercise of these rights and remedies will not constitute an election of remedies and will not in any way impair Landlord’s right to pursue other or similar rights and remedies directly against Tenant, nor will the grant or exercise of these rights or remedies result in the subtenant acquiring any rights or claims against Landlord or its Affiliates. Transferees will not have the right or power to make further Transfers, and any attempt to do so will be null and void and a default unless otherwise specifically elected by Landlord in writing. As a material inducement to Landlord to enter into this Lease, Tenant agrees to make each prospective Transferee aware of the terms of this Article and will deliver to each prospective Transferee a true and correct copy of this Lease prior to any Transfer, and each document of assignment, sublease or other Transfer, at every level, will include or explicitly incorporate the terms of this Article. Landlord may reasonably require confirming and/or additional assurances and agreements for its protection from Tenant and the Transferee, each of whom agrees to give such assurances and execute such agreements. (c) If Tenant is a corporation, partnership, association or limited liability company, the Transfer of more than forty percent (40%) of Tenant’s capital stock, assets, partnership interests, or interests in the association or limited liability company, to any person or affiliated persons, or any dissolution, merger, consolidation or other reorganization of Tenant, whether directly or indirectly, by sale, conveyance, withdrawal, operation of Laws or otherwise, or by one or more transactions (other than by unrelated transactions of stock which is listed on a public exchange, such as the NYSE or NASDAQ), will deemed to be an attempted Transfer of this Lease and subject to all of the terms of this Article and the rest of this Lease and the Transferee (or surviving person) will be deemed to have assumed all of the Liabilities of Tenant under this Lease. However, an assignment or sublease by Tenant to its parent corporation or wholly-owned subsidiary, or to an entity that acquires all or substantially all of Tenant’s assets, or to an entity into which Tenant is merged or consolidated or to any related affiliate, will be deemed to be a permitted assignment or sublease, as applicable, where Landlord’s consent is not required, provided that it is a bona-fide transaction and not a subterfuge to avoid the consent provisions of this Lease, the rest of this Article is complied with, the Transferee has a net worth (not including good will as an asset), credit rating and financial capability at least equal to Tenant’s when Tenant executed this Lease or at the time of the proposed Transfer (for each category, whichever is greater), as certified by Tenant and the Transferee (or surviving person) and as evidenced by GAAP financial statements audited by an independent CPA, and the Transferee unconditionally assumes in writing for Landlord’s benefit all of Tenant’s Liabilities under this Lease. If the Transferee in a Transfer subject to this Section 18.4 (c) satisfies all of the requirements provided above, except the net worth, credit rating, and financed capabilities test; then Tenant may Transfer this Lease to such Transferee without Landlord’s consent, provided Tenant deposits as a Security Deposit an amount equal to the unamortized costs of Landlord’s Work and any brokerage fees or commissions paid by Landlord in connection with this Lease. Such amount shall be deposited as security for the performance of Tenant’s obligations under this Lease and shall be delivered to Landlord prior to the effective date of the Transfer.

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to this Section 2.14the 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 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act 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, except for · Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company may have assigned filed with the Commission, as part of an amendment to each Incremental Lender providing a portion of any such Incremental Increase the Registration Statement or pursuant to this Section 2.14Rule 424(b), and one or more preliminary prospectus supplements relating to the Securities, each Incremental Lender providing of which has previously been furnished to you. The Company will file with the Commission a portion of final prospectus supplement relating to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder Securities in outstanding Letters of Credit and Swing Line Loansaccordance with Rule 424(b). As filed, such thatfinal prospectus supplement shall contain all information required by the Act and the rules thereunder, after giving effect to each such deemed assignment and assumption of participationsand, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) except to the extent necessary the Representatives shall agree in writing to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase a modification, shall be in all substantive respects in the Revolving Credit Commitments under this Section 2.14. In connection with any increase form furnished to you prior to the Term Facility pursuant Execution Time or, to the terms hereofextent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the additional Term Loans shall be made by Base Prospectus and any Preliminary Prospectus) as the Term Lenders participating therein pursuant Company has advised you, prior to the procedures Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; · Section 2.02.1(d), which is hereby deleted in its entirety and replaced with “Reserved”;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to this Section 2.14the 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 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act shall be deemed to have assigned be a part of this Terms Agreement to each Incremental Lender providing a portion 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. In addition to the representations and warranties provided by the Company in Section 1 of any such Incremental Increase pursuant to this Section 2.14the Basic Provisions, the Company represents and warrants to, and agrees with, each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such Underwriter that, after giving effect to each such deemed assignment when issued and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility delivered pursuant to the Basic Provisions and the terms hereofof this Terms Agreement, the additional Term Loans shall Securities will be “FDIC-guaranteed debt” as defined in 12 CFR Section 370.2(i). In addition to the agreements made by the Term Lenders participating therein pursuant to the procedures set forth Company in Section 2.02.5 of the Basic Provisions, the Company agrees with the several Underwriters that:

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to this Section 2.14the 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (ithe “Trustee”) each Revolving Credit Lender immediately prior (as amended from time to such Incremental Increase will automatically time, the “Indenture”) relating to defeasance and without further act discharge and covenant defeasance, respectively, shall apply to the Securities. All the provisions contained in the document entitled “Citigroup Inc. — Debt Securities — Underwriting Agreement — Basic Provisions” and dated October 17, 2016 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to have assigned to each Incremental Lender providing be a portion part of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) Terms Agreement to the same extent necessary to keep as if the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures Basic Provisions had been set forth in full herein, except for Section 2.02.1 which is hereby amended by adding “Except as otherwise publicly disclosed,” at the beginning of paragraph (i). Terms defined in the Basic Provisions are used herein as therein defined. The Execution Time means 5:20 p.m. (Eastern Time). The Company agrees to use its best efforts to have the Securities approved for listing on the regulated market of the Luxembourg Stock Exchange and to maintain such listing so long as any of the Securities are outstanding; provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in applicable law or listing requirements occurring after the original issue date of the Securities, the Company may de-list the Securities from the regulated market of 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 5121 of the Financial Industry Regulatory Authority, Inc. Notwithstanding any other term of this Agreement or any other agreements, arrangements, or understanding between any relevant Underwriter and the Company, the Company acknowledges, accepts, and agrees to be bound by:

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to this Section 2.14the defeasance provisions will be Australian Dollars or Australian government notes. All the provisions contained in the document entitled “Citigroup Inc. — Debt Securities — Underwriting Agreement — Basic Provisions” and dated October 17, 2016 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act 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 Execution Time means 12:30 a.m. (Eastern Time). The Company agrees to use its best efforts to have assigned the Securities approved for listing on the regulated market of the Luxembourg Stock Exchange and to each Incremental Lender providing a portion maintain such listing so long as any of the Securities are outstanding; provided, however, that if it is impracticable or unduly burdensome, in the good faith determination of the Company, to maintain such listing due to changes in applicable law or listing requirements occurring after the original issue date of the Securities, the Company may de-list the Securities from the regulated market of 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 such Incremental Increase pursuant listing, trading or quotation for the Securities. The Underwriters hereby agree in connection with the underwriting of the Securities to this Section 2.14comply with the requirements set forth in any applicable sections of Rule 5121 of the Financial Industry Regulatory Authority, Inc. Additionally, neither Citigroup Global Markets Limited nor Australia and New Zealand Banking Group Limited is a U.S. registered broker-dealer, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loanstherefore, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary they intend to keep effect any sales of the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase Securities in the Revolving Credit Commitments under United States, they will do so through a U.S. registered broker-dealer in accordance with the applicable U.S. securities laws and regulations and as permitted by FINRA regulations. Notwithstanding any other term of this Section 2.14. In connection with Agreement or any increase to other agreements, arrangements, or understanding between any relevant Underwriter and the Term Facility pursuant to the terms hereofCompany, the additional Term Loans shall Company acknowledges, accepts, and agrees to be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.bound by:

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: ● Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; ● The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; ● The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”;

Additional Terms. Upon each Incremental Increase Implementation The transactions set forth herein (collectively, the “Transactions”) will be implemented as follows: (a) Immediately prior to the closing of Revolving the Transactions, the Company shall have completed the 2025 Consent Solicitation and the 2024 Consent Solicitation and Exchange Offer; (b) Immediately prior to the closing of the Transactions, the applicable Consenting Parties, the Company and the agents and/or trustees under the Existing Credit Commitments pursuant Agreement, Existing 2025 Indentures and Existing 2024 Indenture will enter into the Amendments, 2L Indenture, and issue New 2L Notes; (c) Following the effectiveness of the Existing Credit Agreement Amendment, the Company will offer holders of Existing Revolver Exposure and Existing Term Loans who are Consenting Parties the opportunity to this Section 2.14participate in the Revolver Exchange and/or the Term Loan Exchange, as applicable, on the terms set forth herein. Concurrently with the closing of the Exchanges, the agents or trustees for the Superpriority Facility, the ABL Facility, the New Term Loan Facility, the Amended 2025 Indentures, the New 2L Indenture and the Existing Credit Agreement will enter into the Intercreditor Agreements; and (d) Concurrently with the closing of the Revolver Exchange, Term Loan Exchange, 2025 Consent Solicitation and 2024 Consent Solicitation and Exchange Offer (collectively, the “Exchanges”), the Superpriority Lenders will fund the new-money Superpriority Facility on the terms and conditions set forth herein and in the Superpriority Loan Documents. Paydown The Company shall repay (with no premium or penalty) the New Term Loans on a pro rata basis (i) each Revolving Credit Lender immediately prior on the Closing Date, at par in an amount equal to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion 15% of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion principal amount of such Revolving Credit Lender’s participations hereunder Existing Term Loans that participate in outstanding Letters of Credit and Swing Line Loansthe Term Loan Exchange, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) on December 31, 2023, at par in an amount equal to 5% of the Borrower principal amount (at the time of the Term Loan Exchange) of Existing Term Loans that participated in the Term Loan Exchange, subject in the case of clause (ii) to pro forma liquidity (tested on a trailing 10-day average and based on global cash or cash equivalents, and unused availability under the ABL Facility) on December 31, 2023 in excess of $250 million (the “Liquidity Condition”) and (iii) solely in the event the repayment in clause (ii) is not made as a result of the Liquidity Condition not being satisfied, on December 31, 2024, at par in an amount equal to 5% of the principal amount (at the time of the Term Loan Exchange) of Existing Term Loans that participated in the Term Loan Exchange, subject to the Liquidity Condition (tested on a trailing 10-day average and based on global cash or cash equivalents, and unused availability under the ABL Facility) measured on a pro forma basis on December 31, 2024 (together, the “New Term Loan Paydown”). Governance Prior to the Closing Date, the Company shall prepay identify two individuals acceptable to the Ad Hoc Group with significant financial expertise who shall be nominated by the Company as candidates to the existing board of directors of the Company (i.e., to succeed two existing directors) at the next board of directors election. In the event that such individuals are either not so nominated or fail to be elected by the Company’s shareholders, the interest rate then applicable (and any Revolving Credit Loans outstanding interest rate that may be applicable thereafter) on the Increase Effective Date New 2L Notes shall increase by 250bps (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02form of PIK).

Additional Terms. Upon each Incremental Increase 12. Though CareFirst disputes the District’s contention that its current practices violate D.C. Code §§ 32-1303(1)-(2); § 32-1305(a) in any way, CareFirst on a voluntary basis will agree that if CareFirst involuntarily discharges an employee who owes CareFirst money under the Tuition Assistance Program, CareFirst will not apply the employee’s final paycheck to the amount owed. If the employee’s involuntary discharge involves severance payments, CareFirst may deduct the amount owed from those severance payments so long as there is no deduction from the final wages owed to an employee. 13. This Settlement Agreement shall be considered effective and fully executed on the Effective Date. This Settlement Agreement may be executed in counterparts, and a facsimile or .pdf signature shall be deemed to be, and shall have the same force and effect, as an original signature. Copies of Revolving Credit Commitments signature pages transmitted electronically shall have the same effect as originals of those signature pages. 14. CareFirst shall not knowingly permit third parties authorized by CareFirst to act on its behalf to engage in practices that would be violative of this Settlement Agreement. 15. This Settlement Agreement represents the full and complete terms of the settlement entered by the Parties. In any action undertaken by the Parties, neither prior versions of this Settlement Agreement nor prior versions of any of its terms may be introduced for any purpose whatsoever. 16. In entering into this Settlement Agreement, the parties are neither extinguishing any rights otherwise available to CareFirst’s employees or former employees, except with respect to the claims released, nor creating any right not otherwise available under the laws of the District of Columbia. 17. All notices sent pursuant to this Settlement Agreement shall be provided to the following address via first class and electronic mail, unless a different address is specified in writing by the party changing such address: Graham Lake Chief, Workers’ Rights and Antifraud Section 2.14Office of the Attorney General 000 0xx Xx., (i) each Revolving Credit Lender immediately prior XX, 00xx Xxxxx Xxxxxxxxxx, X.X. 00000 Xxxxxx.Xxxx@xx.xxx Xxxxxx X. Xxxxx Senior Assistant General Counsel CareFirst BlueCross BlueShield 0000 X. Xxxxxxx St. Baltimore, Maryland 21224 Xxxxxx.Xxxxx@XxxxXxxxx.xxx 18. Any failure by any party to this Settlement Agreement to insist upon the strict performance by any other party of any of the provisions of this Settlement Agreement shall not be deemed a waiver of any of the provisions of this Settlement Agreement, and such Incremental Increase will automatically party, notwithstanding such failure, shall have the right thereafter to insist upon the specific performance of any and without further act all of the provisions of this Settlement Agreement. 19. If any clause, provision or section of this Settlement Agreement shall, for any reason, be held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other clause, provision or section of this Settlement Agreement and this Settlement Agreement shall be construed and enforced as if such illegal, invalid or unenforceable clause, section or other provision had not been contained herein. 20. Nothing in this Settlement Agreement shall be construed as relieving CareFirst of the obligation to comply with all state and federal laws, regulations or rules, nor shall any of the provisions of this Settlement Agreement be deemed to have assigned be permission to engage in any acts or practices prohibited by such laws, regulations, or rules. 21. CareFirst shall provide a copy of this Settlement Agreement to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14its current and future principals, officers, directors, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) managers having decision-making authority with respect to the extent necessary to keep subject matter of this Settlement Agreement. 22. CareFirst shall not form a separate entity or corporation for the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase purpose of engaging in the Revolving Credit Commitments under acts or practices in whole or in part that are prohibited in this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Settlement Agreement.

Additional Terms. Upon each Incremental Increase Amendments The (a) Majority Consenting Parties will execute amendments to the Existing Level 3 Credit Agreement and Existing Lumen Tech Credit Agreement and (b) the Consenting Parties that are holders of Revolving Credit Commitments pursuant the applicable notes will consent to this the applicable trustee executing the Supplemental Indentures (the amendments and supplemental indentures referred to in clauses (a) and (b) collectively, the “Amendments”). Subject to Section 2.142(a) of the Transaction Support Agreement, the Amendments may, if the Company so determines, among other things: (i) each Revolving allow the Transactions to be consummated, (ii) amend or remove any provisions or protections, including negative covenants, mandatory prepayment provisions, or other provisions, that may be amended or removed with the consent of the Required Lenders (as defined in the applicable Existing Credit Lender immediately prior Agreement, and such applicable term in the Existing Indentures) and (iii) if applicable, direct the applicable administrative agent, trustee and collateral agent to such Incremental Increase will automatically enter into one or more intercreditor agreements in form and without further act be deemed substance reasonably satisfactory to have assigned the Company and the Majority Consenting Parties. The Consenting Parties shall, pursuant to each Incremental Lender providing a portion the documentation implementing the Amendments, waive any and all defaults or events of default (if any) under the Existing Debt (other than any such Incremental Increase pursuant default or event of default that requires a waiver from 100% of applicable holders or lenders). Paydowns The Transactions will include the following paydowns: (a) The Company shall repay or cause to this Section 2.14be repaid (with no premium or penalty) the Existing Lumen Tech Term Loan A and Existing Lumen Tech Term Loan A-1 on the Closing Date, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed at par in an amount equal to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect up to each such deemed assignment and assumption of participations, the percentage $800 million of the aggregate outstanding principal amount of the Existing Lumen Term Loan A and Existing Lumen Tech Term Loan A-1 (x) participations hereunder in Letters of Credit the “Lumen Tech TLA / A-1 Loan Paydown”); and (yb) participations hereunder in Swing Line The Company shall repay or cause to be repaid the Existing Qwest Term Loans held by each Revolving at Closing (the “Qwest Term Loan Paydown”). Implementation The Transactions will be implemented as follows: (a) The applicable Consenting Parties, the Company and the agents and/or trustees under the Existing Level 3 Credit Lender Agreement, Existing Lumen Tech Credit Agreement, Existing Level 3 3.400% Indenture, Existing Level 3 3.875% Indenture, Existing Level 3 4.625% Indenture, Existing Level 3 4.250% Indenture, Existing Level 3 3.625% Indenture, Existing Level 3 3.750% Indenture and Existing Lumen Tech 4.000% Indenture, will enter into the Amendments. (including each such Incremental Lenderb) will equal Prior to the percentage closing of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofTransactions, the additional Term Loans Company shall be made by have completed the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Level 3 2029 Exchange, Level 3 2030 Exchange, Level 3 Senior Unsecured Notes Exchange and Lumen Tech Secured Exchange.

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, (i) each Revolving Credit Lender immediately prior Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: (i) Substitution at direction of Counterparty a) The Counterparty may, at any time during the Charged Asset Redemption Substitution Period (as defined below), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer and the Trustee (a "Substitution Notice"), require that any cash for the time being comprising the Charged Assets be replaced by Eligible Investments and the Trustee shall accordingly release the relevant Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such Incremental Increase substitution. Each Substitution Notice will automatically specify the nominal amount and the market value (as determined by the Counterparty in its sole and absolute discretion) of the Eligible Investments which will form the Charged Assets. A substitution may occur provided that: (A) upon any release of the substituted Charged Assets from the Security Interests, the replacement Charged Assets are secured by the Issuer on the same terms (mutatis mutandis) as the substituted Charged Assets; (B) all requirements of any relevant Stock Exchange or competent authority are complied with; (C) this Condition 4(b)(i) is complied with, where applicable; and (D) any other conditions specified in the Issue Terms are complied with. Upon receipt of a Substitution Notice, the Issuer shall notify the Principal Paying Agent, the Custodian, the Calculation Agent and the Securityholders. b) The Counterparty shall bear and pay, and shall indemnify the Issuer and the Trustee against, all costs, expenses and taxes (including, without further act limitation, stamp duty) payable in connection with a substitution. Any cash standing to the credit of the Cash Deposit Account may be substituted in whole or in part (rounded down to the nearest whole denomination of relevant Eligible Investments) for an Eligible Investment within 45 days of the deposit of such cash into the Cash Deposit Account (the “Charged Asset Redemption Substitution Period”) and such substitution shall be made on the Nominal Basis. c) When making a substitution on the Nominal Basis pursuant to Condition 4(b)(i)(a) and Condition 4(b)(i)(b) above, the nominal amount of the Eligible Investments being substituted to form part of the Charged Assets (“Replacement Charged Assets”), if denominated in a currency other than EUR, will be deemed to have assigned be an amount in EUR equal to each Incremental Lender providing a portion the nominal amount of the Replacement Charged Assets converted into EUR at the spot rate for conversion of the relevant currency into EUR as of date of such substitution, as determined by the Calculation Agent by reference to such sources as the Calculation Agent determines appropriate for the relevant conversion. An amount equal to such deemed EUR nominal amount shall be paid by the Issuer to the Counterparty from the Cash Deposit Account on the date of such substitution, and, on the same date, the Counterparty will transfer the Replacement Charged Assets to the Issuer. d) If any such Incremental Increase substitution takes place pursuant to this Section 2.14Condition 4(b)(i)(a) above, and each Incremental Lender providing a portion on the Business Day following the final day of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationsCharged Asset Redemption Substitution Period, the percentage Agent, on behalf of the Issuer will notify the Securityholders in accordance with Condition 15 (Notices) of the aggregate outstanding (x) participations hereunder in Letters nominal amount of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by securities forming the Charged Assets on such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) date in the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) form set out at Schedule 5 to the extent necessary to keep Issue Terms. For the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under purposes of this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.Condition:

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase PUT OPTION The Calculation Agent has the right to require the Company to repurchase all (but not less than all) of Revolving Credit Commitments pursuant the Notes on March 3, 2003 at a purchase price equal to this Section 2.14100% of the principal amount thereof, plus accrued but unpaid interest to but excluding March 3, 2003 (ithe "Redemption Price"), by delivering written notice thereof to the Company on behalf of all (but not fewer than all) each Revolving Credit Lender immediately prior holders of the Notes (the "Put Notice"). Such Put Notice shall be given no later than 9:00 a.m. (New York time) on February 24, 2003. The Calculation Agent shall give the Put Notice if the holders of a majority in principal amount of the Notes request the Calculation Agent to give the Put Notice, in which event the Put Notice shall be binding on all Noteholders; the Calculation Agent shall not give the Put Notice absent such Incremental Increase will automatically request of the holders of a majority in principal amount of the Notes. In the event the Put Notice is timely given, the Company shall repurchase the Notes at the Redemption Price on March 3, 2003. IF REQUIRED BY THE CALCULATION AGENT, EACH HOLDER SHALL INDICATE ITS ELECTION TO HAVE THE CALCULATION AGENT DELIVER THE PUT NOTICE TO THE COMPANY BY DELIVERING WRITTEN NOTICE OF SUCH ELECTION TO THE CALCULATION AGENT BY NO LATER THAN 12:00 NOON (NEW YORK TIME) ON FEBRUARY 20, 2003. RESET OF INTEREST RATE FOR SECOND FIXED RATE PERIOD If the Calculation Agent has not delivered the Put Notice to the Company in accordance with the terms set forth under "Put Option" above, the Company and without further act the Calculation Agent, on February 24, 2003, shall undertake the following actions to calculate the fixed rate of interest to be deemed paid on the Notes during the period from and including March 3, 2003 to have assigned the Maturity Date. All references to specific hours are references to prevailing New York time. Each notice, bid or offer (including those given by the Reference Dealers [as defined below]) shall be given telephonically and shall be confirmed as soon as possible by facsimile to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14the Calculation Agent and the Company. The times set forth below are guidelines for action by the Company and the Calculation Agent, and each Incremental Lender providing shall use its best efforts to adhere to such times. The Company shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loansmanner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, such thatAND PURCHASE DESIGNATED TREASURY BONDS FROM, after giving effect to each such deemed assignment and assumption of participationsTHE FINAL DEALER OR FINAL DEALERS (AS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (F) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:35 A.M. (NEW YORK TIME) ON FEBRUARY 24, the percentage of the aggregate outstanding 2003. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (xE) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02BELOW.

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: “ (i) Substitution at direction of Counterparty If this Condition 4(b)(i) is specified in the Issue Terms as being applicable then: 1) If, on the Issue Date, all or part of the net issue proceeds of the Securities are deposited in the Cash Deposit Account, then the Counterparty may, at any time during the Initial Replacement Period (and on one or more occasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Initial Collateral Securities”); 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”). The Counterparty may, in respect of each Revolving Credit Lender immediately prior redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Incremental Increase will automatically and without further act be deemed Reduction Amount to have assigned to each Incremental Lender providing a portion the Counterparty under the terms of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a the Swap Agreement. The Trustee shall release the relevant portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed Charged Assets from the Security Interests in accordance with the Trust Terms Module to have assumed enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a portion “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which specifies the inclusion of such Revolving Credit Lender’s participations hereunder Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in outstanding Letters accordance with Condition 4(b)(i)(2) and (3); and 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationsthe Initial Charged Assets, the percentage Reference Forward Collateral Securities are hereby specified to be EUR 3,800,000 nominal amount of EUR 1,500,000,000 3.75% Fixed Rate Securities due 2018 issued by BBVA Senior Finance S.A. ISIN CODE: XS0872702112 and; 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its sole and absolute discretion select other Eligible Bonds instead of the aggregate outstanding (x) participations hereunder Reference Forward Collateral Securities for Substitution in Letters of Credit and (y) participations hereunder whole or in Swing Line Loans held part by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required giving a Substitution Notice pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Condition 4(b)(i)(2).

Additional Terms. Upon each Incremental Increase Provided that Tenant is not then in default after any applicable grace periods (a) in the payment of Revolving Credit Commitments the Annual Fixed Rent, or Additional Rent, or (b) of any other obligation of Tenant under this Lease, pursuant to this any outstanding notice thereof referred to in Section 2.149. 1, Tenant shall have the right to extend the Term hereof for up to two (i2) each Revolving Credit Lender immediately successive periods of five (5) years each, such options to extend to be exercised by the giving of notice by Tenant to Landlord at least twelve (12) months prior to the expiration of the then current term. Upon the giving of each such Incremental Increase will automatically notice, this Lease and the Term hereof shall be extended, for an additional term of five (5) years, without further act the necessity for the execution of any additional documents. Time is of the essence in the giving of such notice. In no event shall the Term hereof be extended for more than ten (10) years after the expiration of the Initial Term, nor shall Tenant have the right to exercise succeeding extension options unless it has duly and validly exercised the extension option next preceding the extension option being currently exercised by Tenant. The Extension Term shall be upon all the terms, conditions and provisions of this Lease except that the Annual Fixed Rent during each of the Extension Terms shall be ninety-five percent (95 %) of the Fair Rental Value (as agreed between the parties or as determined by appraisal of the Premises for such Extension Term, but in no event less than $44.00 p.s.f. for all floors, which, if not agreed upon by Landlord and Tenant within three (3) months of the date on which the applicable Extension Term is to commence, shall be determined by appraisal as provided in Section 2.7. Notwithstanding the foregoing, Tenant may advance said three (3) months period to a fifteen (15) month period upon written notice to Landlord prior to the commencement of such fifteen (15) month period to the end that any rental to be determined by appraisal shall have been determined and made known to Tenant prior to the last date on which Tenant is required to give notice of its intention to exercise its next arising extension option. For purposes of Section 2.7, the day following expiration of the Original Term or an immediately preceding Extension Term shall be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02relevant Available Date.

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company ("DTC"), Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream International ("Clearstream") or their respective nominees, as described in the Prospectus Supplement relating to this Section 2.14the Securities. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream 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 Supplement. Principal and interest on the Securities shall be payable in Euros; however, when beneficial interests in the Securities are held through DTC, all payments in respect of such Securities will be made in United States dollars, unless the holder of such beneficial interest elects payment in Euros as described in the Prospectus Supplement. The provisions of Sections 11.03 and 11.04 of the Indenture relating to defeasance shall apply to the Securities. All the provisions contained in the document entitled "Primerica Corporation -- Debt Securities -- Underwriting Agreement -- Basic Provisions" and dated January 12, 1993 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the "Basic Provisions"), a copy of which you have previously received, are, except as indicated below, herein incorporated by reference in their entirety and without further act shall be deemed to have assigned to each Incremental Lender providing be a portion part of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) Terms Agreement to the same extent necessary to keep as if the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures Basic Provisions had been set forth in Section 2.02.full herein. Terms defined in the Basic Provisions are used herein as therein defined. Basic Provisions varied with respect to this Terms Agreement:

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: (i) each Revolving Credit Lender immediately prior Substitution at direction of Counterparty (a) The Counterparty may, at any time during the Charged Asset Redemption Substitution Period (as defined below), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer and the Trustee (a "Substitution Notice"), require that any cash for the time being comprising the Charged Assets be replaced by Eligible Investments and the Trustee shall accordingly release the relevant Charged Assets from the Security Interests in accordance with the Trust Terms Module to enable such Incremental Increase substitution. Each Substitution Notice will automatically specify the nominal amount and the market value (as determined by the Counterparty in its sole and absolute discretion) of the Eligible Investments which will form the Charged Assets. A substitution may occur provided that: (A) upon any release of the substituted Charged Assets from the Security Interests, the replacement Charged Assets are secured by the Issuer on the same terms (mutatis mutandis) as the substituted Charged Assets; (B) all requirements of any relevant Stock Exchange or competent authority are complied with; (C) this Condition 4(b)(i) is complied with, where applicable; and (D) any other conditions specified in the Issue Terms are complied with. Upon receipt of a Substitution Notice, the Issuer shall notify the Principal Paying Agent, the Custodian, the Calculation Agent and the Securityholders. (b) The Counterparty shall bear and pay, and shall indemnify the Issuer and the Trustee against, all costs, expenses and taxes (including, without further act limitation, stamp duty) payable in connection with a substitution. Any cash standing to the credit of the Cash Deposit Account may be substituted in whole or in part (rounded down to the nearest whole denomination of relevant Eligible Investments) for an Eligible Investment within 45 days of the deposit of such cash into the Cash Deposit Account (the “Charged Asset Redemption Substitution Period”) and such substitution shall be made on the Nominal Basis. (c) When making a substitution on the Nominal Basis pursuant to Condition 4(b)(i)(a) and Condition 4(b)(i)(b) above, the nominal amount of the Eligible Investments being substituted to form part of the Charged Assets (“Replacement Charged Assets”), if denominated in a currency other than EUR, will be deemed to have assigned be an amount in EUR equal to each Incremental Lender providing a portion the nominal amount of the Replacement Charged Assets converted into EUR at the spot rate for conversion of the relevant currency into EUR as of date of such substitution, as determined by the Calculation Agent by reference to such sources as the Calculation Agent determines appropriate for the relevant conversion. An amount equal to such deemed EUR nominal amount shall be paid by the Issuer to the Counterparty from the Cash Deposit Account on the date of such substitution, and, on the same date, the Counterparty will transfer the Replacement Charged Assets to the Issuer. (d) If any such Incremental Increase substitution takes place pursuant to this Section 2.14Condition 4(b)(i)(a) above, and each Incremental Lender providing a portion on the Business Day following the final day of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationsCharged Asset Redemption Substitution Period, the percentage Agent, on behalf of the Issuer will notify the Securityholders in accordance with Condition 15 (Notices) of the aggregate outstanding (x) participations hereunder in Letters nominal amount of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments securities forming the Charged Assets on such date. For the purposes of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02.Condition:

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: “ (i) Substitution at direction of Counterparty If this Condition 4(b)(i) is specified in the Issue Terms as being applicable then: 1) If, on the Issue Date, all or part of the net issue proceeds of the Securities are deposited in the Cash Deposit Account, then the Counterparty may, at any time during the Initial Replacement Period (and on one or more occasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Initial Collateral Securities”); 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”). The Counterparty may, in respect of each Revolving Credit Lender immediately prior redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Incremental Increase will automatically and without further act be deemed Reduction Amount to have assigned to each Incremental Lender providing a portion the Counterparty under the terms of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a the Swap Agreement. The Trustee shall release the relevant portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed Charged Assets from the Security Interests in accordance with the Trust Terms Module to have assumed enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a portion “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which specifies the inclusion of such Revolving Credit Lender’s participations hereunder Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in outstanding Letters accordance with Condition 4(b)(i)(2) and (3); 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationsthe Initial Charged Assets, the percentage Reference Forward Collateral Securities are hereby specified to be EUR 16,700,000 nominal amount of EUR 2,050,500,000 3.5% Fixed Rate Securities due 2020 issued by BBVA S.A. ISIN CODE: ES0413211105; and 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its sole and absolute discretion select other Eligible Bonds instead of the aggregate outstanding (x) participations hereunder Reference Forward Collateral Securities for Substitution in Letters of Credit and (y) participations hereunder whole or in Swing Line Loans held part by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required giving a Substitution Notice pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Condition 4(b)(i)(2).

Additional Terms. Upon each Incremental Increase In order to induce Buyer to execute and deliver this Amendment Number Two, Seller hereby agrees as follows, notwithstanding anything in any Program Document to the contrary: (a) For the period commencing as of Revolving Credit Commitments pursuant the date of this Amendment Number Two to and including April 15, 2008, Buyer shall have no obligation to enter into any new Transactions; (b) For the period commencing as of the date of this Section 2.14Amendment Number Two to and including April 15, 2008, Seller shall deliver to Buyer daily reports (in a format that is mutually acceptable to Buyer and Seller) setting forth Seller’s (i) each Revolving Credit Lender immediately prior liquidity status (including Seller’s Unrestricted Cash), (ii) xxxx to market positions and advance rates with respect to all loans and securities on Seller’s consolidated books, and (iii) any other information that Buyer reasonably requests; provided that for so long as no Transactions are outstanding as of April 15, 2008 and no new Transactions are entered into at any time after April 15, 2008, Seller shall not be obligated to provide Buyer any such Incremental Increase will automatically and without further act daily reports. Seller shall be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of make the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures representation set forth in Section 2.0213(h) of the Agreement upon delivery of each such report. (c) Seller agrees that as of April 15, 2008, Buyer shall have the right, exercisable in its sole discretion, to immediately reduce the Par Percentage and MV Percentage with respect to each Purchased Asset set forth on Exhibit A to the Pricing Side Letter by five percent (5%). (d) Seller shall grant to Buyer and its Affiliates the right to act as the lead underwriter in connection with the next securitization or other similar public or private pass-through disposition of any Loan sponsored by Seller or an Affiliate thereof, for a market-rate fee. Any breach of any of the foregoing covenants shall constitute an Event of Default under Section 19(c) of the Agreement, without any grace period.

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant 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. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: · Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; · The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”;

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: (i) Substitution at direction of Counterparty If this Condition 4(b)(i) is specified in the Issue Terms as being applicable then: 1) If, on the Issue Date, all or part of the net issue proceeds of the Securities are deposited in the Cash Deposit Account, then the Counterparty may, at any time during the Initial Replacement Period (and on one or more occasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Initial Collateral Securities”); 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”). The Counterparty may, in respect of each Revolving Credit Lender immediately prior redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Incremental Increase will automatically and without further act be deemed Reduction Amount to have assigned to each Incremental Lender providing a portion the Counterparty under the terms of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a the Swap Agreement. The Trustee shall release the relevant portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed Charged Assets from the Security Interests in accordance with the Trust Terms Module to have assumed enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a portion “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which specifies the inclusion of such Revolving Credit Lender’s participations hereunder Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in outstanding Letters accordance with Condition 4(b)(i)(2) and (3); 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationsthe Initial Charged Assets, the percentage Reference Forward Collateral Securities are hereby specified to be EUR 1,600,000 nominal amount of EUR 2,050,500,000 3.5% Fixed Rate Securities due 2020 issued by BBVA S.A. ISIN CODE: ES0413211105; and 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its sole and absolute discretion select other Eligible Bonds instead of the aggregate outstanding (x) participations hereunder Reference Forward Collateral Securities for Substitution in Letters of Credit and (y) participations hereunder whole or in Swing Line Loans held part by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required giving a Substitution Notice pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Condition 4(b)(i)(2).

Additional Terms. Upon each Incremental Increase of Revolving Credit Commitments pursuant to this Section 2.14, Condition 4(b)(i) shall be deleted in its entirety and replaced with the following: (i) Substitution at direction of Counterparty 1) If, on the Issue Date, all or part of the net issue proceeds of the Securities are deposited in the Cash Deposit Account, then the Counterparty may, at any time during the Initial Replacement Period (and on one or more occasions), at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, the Securityholders and the Trustee, require the substitution, in whole or in part, on a Nominal Basis, of the cash standing to the credit of the Cash Deposit Account for Eligible Bonds (the “Initial Collateral Securities”); 2) if any Collateral Securities are redeemed in accordance with their terms during the period from and including the Issue Date, to and including the Maturity Date, any redemption proceeds so received shall be deposited in the Cash Deposit Account (and if such Collateral Securities Redemption Proceeds are not denominated in the Specified Currency, they shall be converted by the Counterparty under the terms of the Swap Agreement into the Specified Currency at their Initial Spot Rate) (“Collateral Securities Redemption Proceeds”). The Counterparty may, in respect of each Revolving Credit Lender immediately prior redeemed Collateral Security, at any time during the relevant Replacement Period, at its cost and subject to the Trust Instrument, by giving not less than 2 Business Days’ notice in writing to the Issuer, the Account Bank, and the Trustee, require the Substitution (as defined below), on a Nominal Basis, of, all, or part, of the relevant Collateral Securities Redemption Proceeds, for Eligible Bonds (the “Replacement Collateral Securities”); 3) following the receipt by the Issuer of a notice specified in Condition 4(b)(i)(1) or (2) (each a “Substitution Notice”), the Issuer shall procure that the information contained in such Substitution Notice is communicated to the Securityholders pursuant to Condition 15, the Account Bank will adjust the amount of the Cash Deposit Account by subtracting an amount in the Specified Currency (converted, if necessary, at the Initial Spot Rate) equal to the nominal amount of the relevant Replacement Collateral Securities from the Cash Deposit Account (a “Reduction Amount”) and the Issuer will deliver an amount equal to such Incremental Increase will automatically and without further act be deemed Reduction Amount to have assigned to each Incremental Lender providing a portion the Counterparty under the terms of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a the Swap Agreement. The Trustee shall release the relevant portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed Charged Assets from the Security Interests in accordance with the Trust Terms Module to have assumed enable such substitution. The Counterparty shall, against payment of the relevant Reduction Amount under the Swap Agreement, deliver to the account of the Issuer with the Custodian, the relevant Replacement Collateral Securities (such process, a portion “Substitution”). 4) if any Collateral Securities are scheduled to redeem prior to the Maturity Date of the Securities (“Maturing Collateral Securities”), the Counterparty may, in respect of each Maturing Collateral Security, in the relevant Substitution Notice which specifies the inclusion of such Revolving Credit Lender’s participations hereunder Maturing Collateral Securities, specify Reference Forward Collateral Securities to be the Replacement Collateral Securities intended for Substitution on a Nominal Basis for the Collateral Securities Redemption Proceeds of the relevant Maturing Collateral Securities, in outstanding Letters accordance with Condition 4(b)(i)(2) and (3); 5) Notwithstanding Condition 4(b)(i)(4) above, in respect of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationsthe Initial Charged Assets, the percentage Reference Forward Collateral Securities are hereby specified to be EUR 2,400,000 nominal amount of EUR 2,050,500,000 3.5% Fixed Rate Securities due 2020 issued by BBVA S.A. ISIN CODE: ES0413211105; and 6) notwithstanding any Reference Forward Collateral Securities being specified in a Substitution Notice pursuant to Condition 4(b)(i)(3) and the Reference Forward Collateral Securities specified in Condition 4(b)(i)(4) and 4(b)(i)(5) above, following redemption of any Maturing Collateral Securities, the Counterparty may (without prejudice to Condition 4(b)(i)(2)), in its sole and absolute discretion select other Eligible Bonds instead of the aggregate outstanding (x) participations hereunder Reference Forward Collateral Securities for Substitution in Letters of Credit and (y) participations hereunder whole or in Swing Line Loans held part by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required giving a Substitution Notice pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereof, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in Section 2.02Condition 4(b)(i)(2).

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sold outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement relating to this Section 2.14the 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in New Zealand Dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial interest in the DTC notes elects to receive payment in New Zealand 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 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act 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, except for · Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have assigned become effective. The Company may have filed with the Commission, as part of an amendment to each Incremental Lender providing a portion of any such Incremental Increase the Registration Statement or pursuant to this Section 2.14Rule 424(b), and one or more preliminary prospectus supplements relating to the Securities, each Incremental Lender providing of which has previously been furnished to you. The Company will file with the Commission a portion of final prospectus supplement relating to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder Securities in outstanding Letters of Credit and Swing Line Loansaccordance with Rule 424(b). As filed, such thatfinal prospectus supplement shall contain all information required by the Act and the rules thereunder, after giving effect to each such deemed assignment and assumption of participationsand, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) except to the extent necessary the Representatives shall agree in writing to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase a modification, shall be in all substantive respects in the Revolving Credit Commitments under this Section 2.14. In connection with any increase form furnished to you prior to the Term Facility pursuant Execution Time or, to the terms hereofextent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the additional Term Loans shall be made by Base Prospectus and any Preliminary Prospectus) as the Term Lenders participating therein pursuant Company has advised you, prior to the procedures Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; · Section 2.02.1(d), which is hereby deleted in its entirety and replaced with “Reserved”;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sold outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Japanese Yen; however, when interests in the Securities are held through DTC, all payments in respect of such Securities will be made in U.S. dollars, unless the holder of a beneficial interest in the Securities elects to receive payment in Japanese Yen. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (as amended from time to time, the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to the defeasance provisions will be Japanese Yen or Japanese government notes. 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase Amendments The (a) Consenting Parties that are holders of Revolving Existing Level 3 Term Loans and Existing Lumen Tech Term Loans, as applicable, will execute amendments to the Existing Level 3 Credit Commitments pursuant Agreement and Existing Lumen Tech Credit Agreement and (b) the Consenting Parties that are holders of the applicable notes will consent to this the applicable trustee executing the Supplemental Indentures (the amendments and supplemental indentures referred to in clauses (a) and (b) collectively, the “Amendments”). In accordance with Section 2.142(a) of the Amended and Restated Transaction Support Agreement, the Amendments may, if the Company so determines, among other things: (i) each Revolving Credit Lender immediately prior allow the Transactions to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14consummated, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay amend or remove any Revolving Credit Loans outstanding on the Increase Effective Date (which provisions or protections, including negative covenants, mandatory prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofprovisions, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures or other provisions, or implement other matters as set forth in Section 2.022(a) of the Amended and Restated Transaction Support Agreement, that may be amended or removed with the consent of the Required Lenders (as defined in the applicable Existing Credit Agreement, and such applicable term in the Existing Indentures), or other applicable thresholds, (iii) add provisions to the Existing Lumen Tech Credit Agreement consistent with the terms set forth under the heading “Lumen Tech Term Loan B Transaction” that permit any purchase transaction that is open to all holders of Existing Lumen Tech Term B Loans on the same terms, and (iv) if applicable, direct the applicable administrative agent, trustee and collateral agent to enter into one or more intercreditor agreements in form and substance reasonably satisfactory to the Company and the Majority Consenting Parties. The Consenting Parties shall, pursuant to the documentation implementing the Amendments, waive any and all defaults or events of default (if any) under the Existing Debt (other than any such default or event of default that requires a waiver from 100% of applicable holders or lenders). Paydowns The Transactions will include the following paydowns: (a) The Company shall repay or cause to be repaid (with no premium or penalty) the Existing Lumen Tech Term Loan A and Existing Lumen Tech Term Loan A-1 that participate in this Transaction pursuant to the Lumen Tech Term Loan A Transaction; and (b) The Company shall repay or cause to be repaid the Existing Qwest Term Loans in full at Closing (the “Qwest Term Loan Paydown”).

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments Citivic Nominees Limited, as nominee for, and in respect of interests held through, Euroclear Bank S.A./N.V. and Clearstream International, for notes offered and sole outside the United States, and by one or more global Securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), for the notes offered and sold inside the United States, as described in the Prospectus and the Prospectus Supplement 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 and the Prospectus Supplement. Principal and interest on the Securities shall be payable in Australian dollars; however, when interests in the notes are held through DTC, all payments in respect of such DTC notes will be made in U.S. dollars, unless the holder of a beneficial interest in the DTC notes elects to receive payment in Australian Dollars. Sections 12.02 and 12.03 of the indenture, dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”) (the “Indenture”) relating to defeasance and discharge and covenant defeasance, respectively, shall apply to the Securities, and any funds or securities deposited pursuant to the defeasance provisions will be Australian Dollars or Australian government notes. 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 Section 2.14Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein, except for: • Clause (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically and without further act be deemed to have assigned to each Incremental Lender providing a portion of any such Incremental Increase pursuant to this Section 2.14, and each Incremental Lender providing a portion of the Revolving Credit Commitment Increase will automatically fourth sentence of the first paragraph of the Basic Provisions, which is hereby deleted in its entirety and without further act replaced with the following: “in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee (such trustee or such other replacement or successor trustee as may be deemed to have assumed a portion of named for such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans, such that, after giving effect to each such deemed assignment and assumption of participationssenior debt securities, the percentage of the aggregate outstanding “Senior Debt Trustee”) (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held such indenture, as it may from time to time be amended or supplemented by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.14. In connection with any increase to the Term Facility pursuant to the terms hereofone or more indentures supplemental thereto, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth “Senior Debt Indenture”),”; • The first parenthetical in Section 2.02.1(a), which is hereby deleted in its entirety and replaced with the following: “(File No. 333-192302)”; • The final clause of Section 1(e) is hereby deleted in its entirety;

Additional Terms. Upon each Incremental Increase 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 Revolving Credit Commitments pursuant The Depository Trust Company (“DTC”) or its nominees, as described in the Prospectus relating to this Section 2.14the 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 (i) each Revolving Credit Lender immediately prior to such Incremental Increase will automatically the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and without further act 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, except for — Section 1(a), which is hereby deleted in its entirety and replaced with the following: “The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a shelf registration statement (File No. 333- 172562), including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, have assigned become effective. The Company may have filed with the Commission, as part of an amendment to each Incremental Lender providing a portion of any such Incremental Increase the Registration Statement or pursuant to this Section 2.14Rule 424(b), and one or more preliminary prospectus supplements relating to the Securities, each Incremental Lender providing of which has previously been furnished to you. The Company will file with the Commission a portion of final prospectus supplement relating to the Revolving Credit Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder Securities in outstanding Letters of Credit and Swing Line Loansaccordance with Rule 424(b). As filed, such thatfinal prospectus supplement shall contain all information required by the Act and the rules thereunder, after giving effect to each such deemed assignment and assumption of participationsand, the percentage of the aggregate outstanding (x) participations hereunder in Letters of Credit and (y) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment, and (ii) the Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date (which prepayment shall be accompanied by accrued interest thereon and any additional amounts required pursuant to Section 3.05) except to the extent necessary the Representatives shall agree in writing to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase a modification, shall be in all substantive respects in the Revolving Credit Commitments under this Section 2.14. In connection with any increase form furnished to you prior to the Term Facility pursuant Execution Time or, to the terms hereofextent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the additional Term Loans shall be made by Base Prospectus and any Preliminary Prospectus) as the Term Lenders participating therein pursuant Company has advised you, prior to the procedures Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time.”; — Section 2.02.1(d), which is hereby deleted in its entirety and replaced with “Reserved”;