TERMS AGREEMENT
January 26, 2006
Citigroup Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Ladies and Gentlemen:
We understand that Citigroup Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $2,500,000,000 aggregate principal amount
of its debt securities (the "Securities"). Subject to the terms and conditions
set forth herein or incorporated by reference herein, we, Citigroup Global
Markets Inc., Bear, Xxxxxxx & Co. Inc., Xxxxxxx, Sachs & Co., Xxxxxx Brothers
Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co.,
Inc., RBC Capital Markets Corporation, Xxxxxxxxx Capital Partners, LLC, UBS
Securities LLC and Xxxxxxxx Capital Group, L.L.C., as underwriters (the
"Underwriters"), offer to purchase, severally and not jointly, the principal
amount of the Securities set forth opposite our respective names on the list
attached as Annex A hereto at 99.825% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The Closing Date shall be
January 31, 2006, at 8:30 A.M. The closing shall take place at the Corporate Law
offices of the Company located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: ....................... Floating Rate Senior Notes Due 2009
Maturity: .................... January 30, 2009
Interest Rate: ............... Three-month LIBOR (Telerate) plus 0.04%,
determined as set forth in the Prospectus
Supplement, dated January 26, 2006, to the
Prospectus, dated September 2, 2004
Interest Payment Dates: ...... Quarterly on the 30th of January, April, July
and October, commencing April 28, 2006
Initial Price to Public: ..... 100% of the principal amount thereof, plus
accrued interest from January 31, 2006
Redemption Provisions: ....... The Securities are not redeemable by the
Company prior to maturity, except upon the
occurrence of certain events involving United
States taxation, as set forth in the Prospectus
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Supplement, dated January 26, 2006, to the
Prospectus, dated September 2, 2004
Record Date: ................. The business day preceding each Interest
Payment Date
Additional Terms:
The Securities shall be issuable as Registered Securities only. The
Securities will be initially represented by one or more global Securities
registered in the name of The Depository Trust Company ("DTC") or its nominees,
as described in the Prospectus 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., as
operator of the Euroclear System, 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 Supplement. Principal and
interest on the Securities shall be payable in United States dollars. 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 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement:
(a) all references to Primerica Corporation shall refer to Citigroup
Inc.;
(b) in the second line of Section 2(a), delete "33-55542), including a
prospectus" and insert in lieu thereof "333-117615), including a
prospectus" and any reference in the Basic Provisions to the "Registration
Statement" shall be deemed to be a reference to such registration statement
on Form S-3;
(c) in Section 2, insert the following:
(d) As of 4:28pm (Eastern Time) on January 26, 2006, the
prospectus dated September 2, 2004 relating to the Registration
Statement, including the documents incorporated by reference
therein, considered together with the price to public,
underwriting discount and delivery date on the front cover of the
Prospectus Supplement and the statements under the heading
"Description of Notes" in the Prospectus Supplement (except as to
the financial statements or other data of a financial or
statistical nature contained therein, as to which no opinion is
expressed), did not contain any untrue statement of a material
fact or did not omit to state any material fact necessary in
order to make the statements therein, in the light of
circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions
from the foregoing documents based upon and in conformity with
written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein.
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(d) in the fourth line of the third paragraph of Section 3, delete the
phrase "certified or official bank check or checks in New York Clearing
House (next day)" and insert in lieu thereof "wire transfer of federal or
other same day";
(e) in the fourteenth line of the third paragraph of Section 3, delete
the word "definitive" and insert in lieu thereof "global";
(f) in the fourth line of the fifth paragraph of Section 3, delete the
phrase "certified or official bank check in New York Clearing House (next
day)" and insert in lieu thereof "wire transfer of federal or other same
day";
(g) in Section 4, insert the following:
(k) The Company will prepare a final term sheet, containing
solely a description of the final terms of the Securities and the
offering thereof, in a form approved by the Representatives and
will file such term sheet pursuant to Rule 433(d) under the Act
within the time required by such Rule.
(l) The Company agrees that, unless it has obtained or will
obtain, as the case may be, the prior written consent of the
Representatives, and each Underwriter, severally and not jointly,
agrees with the Company that, unless it has obtained or will
obtain, as the case may be, the prior written consent of the
Company, it has not made and will not make any offer relating to
the Securities that would constitute an "issuer free writing
prospectus" (as defined in Rule 433 under the Act) or that would
otherwise constitute a "free writing prospectus" (as defined in
Rule 405 under the Act) required to be filed by the Company with
the Commission or retained by the Company under Rule 433 under
the Act, other than the final term sheet prepared and filed
pursuant to Section 4(k) hereto.;
(h) delete the text of Section 5(c) (including subsections (i) through
(viii)) and Section 5(d) (including subsections (i) through (iii)) and
insert in lieu thereof the following:
(c) The Company shall have furnished to you the opinion of
counsel of the Company, dated the Closing Date and addressed to
the Representatives, to the effect set forth in Annex B hereto.
(d) Reserved.
(i) in the eighth line of Section 5(f), insert ", any "issuer free
writing prospectus" (as defined in Rule 433 under the Act)," between
"Prospectus" and "and this Agreement";
(j) in Section 5(f), delete subsection (iii) in its entirety and
insert in lieu thereof "Reserved";
(k) in the ninth line of Section 6(a), delete "such registration
statement when it became effective, or in the Registration Statement" and
insert in lieu thereof "the Registration Statement";
(l) in the eleventh line of Section 6(a), insert "or any "issuer free
writing prospectus" (as defined in Rule 433 under the Act) or the
information contained in the final term sheet required to be prepared and
filed pursuant to Section 4(k) hereto" between "Prospectus," and "or any";
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(m) in the eighth line of Section 6(b), delete "in any part of such
registration statement when it became effective, or in the Registration
Statement" and insert in lieu thereof "the Registration Statement";
(n) in the eleventh line of Section 6(b), insert "or any "issuer free
writing prospectus" (as defined in Rule 433 under the Act) or the
information contained in the final term sheet required to be prepared and
filed pursuant to Section 4(k) hereto" between "Prospectus," and "or any";
and
(o) in the sixth line of Section 10, delete "65 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000" and insert in lieu thereof "399 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000".
The Company agrees to use its best efforts to have the Securities
approved for listing on the Luxembourg Stock Exchange and to maintain such
listing so long as any of the Securities are outstanding, provided, however
that:
(a) if it is impracticable or unduly burdensome, in the good faith
determination of the Company, to maintain such listing due to changes in
listing requirements occurring after the date of the Prospectus Supplement,
or
(b) if the Transparency Directive (as defined in the Prospectus
Supplement) is implemented in Luxembourg in a manner that would require the
Company to publish financial information according to accounting principles
or standards that are materially different from United States generally
accepted accounting principles,
the Company may de-list the Securities from the Luxembourg Stock Exchange and
shall use its reasonable best efforts to obtain an alternative admission to
listing, trading and/or quotation of the Securities by another listing
authority, exchange or system within or outside the European Union as it may
decide. If such an alternative admission is not available or is, in the
Company's opinion, unduly burdensome, such an alternative admission will not be
obtained, and the Company shall have no further obligation in respect of any
listing, trading or quotation for the Securities.
The Underwriters hereby agree in connection with the underwriting of
the Securities to comply with the requirements set forth in any applicable
sections of Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc.
Each Underwriter further agrees and hereby represents that:
(a) it has only communicated or caused to be communicated and it will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the "FSMA") received by it in
connection with the issue or sale of the Securities in circumstances in
which Section 21(1) of the FSMA does not apply to the Company;
(b) it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom;
(c) it will not offer or sell any Securities directly or indirectly in
Japan or to, or for the benefit of, any Japanese person or to others, for
re-offering or re-sale directly or indirectly in Japan or to any Japanese
person except under circumstances which will result in
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compliance with all applicable laws, regulations and guidelines promulgated
by the relevant governmental and regulatory authorities in effect at the
relevant time. For purposes of this paragraph, "Japanese person" means any
person resident in Japan, including any corporation or other entity
organized under the laws of Japan;
(d) it is aware of the fact that no securities prospectus
(Wertpapierprospekt) under the German Securities Prospectus Act
(Wertpapierprospektgesetz, the "Prospectus Act") has been or will be
published in respect of the Securities in the Federal Republic of Germany
and that it will comply with the Prospectus Act and all other laws and
regulations applicable in the Federal Republic of Germany governing the
issue, offering and sale of the Securities;
(e) no Securities have been offered or sold and will be offered or
sold, directly or indirectly, to the public in France except to qualified
investors (investisseurs qualifies) and/or to a limited circle of investors
(cercle restreint d'investisseurs) acting for their own account as defined
in article L. 411-2 of the French Code Monetaire et Financier and
applicable regulations thereunder; and that the direct or indirect resale
to the public in France of any Securities acquired by any qualified
investors (investisseurs qualifies) and/or any investors belonging to a
limited circle of investors (cercle restreint d'investisseurs) may be made
only as provided by articles L. 412-1 and L. 621-8 of the French Code
Monetaire et Financier and applicable regulations thereunder; and that none
of the Prospectus Supplement, the Prospectus or any other offering
materials relating to the Securities has been released, issued or
distributed to the public in France except to qualified investors
(investisseurs qualifies) and/or to a limited circle of investors (cercle
restreint d'investisseurs) mentioned above; and
(f) it and each of its affiliates has not offered or sold, and it will
not offer or sell, the Securities by means of any document to persons in
Hong Kong other than persons whose ordinary business it is to buy or sell
shares or debentures, whether as principal or agent, or otherwise in
circumstances which do not constitute an offer to the public within the
meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of
Hong Kong), and unless permitted to do so under the securities laws of Hong
Kong, no person has issued or had in its possession for the purposes of
issue, and will not issue or have in its possession for the purpose of
issue, any advertisement, document or invitation relating to the Securities
other than with respect to the Securities to be disposed of to persons
outside Hong Kong or only to persons whose business involves the
acquisition, disposal or holding of securities, whether as principal or
agent.
In addition to the legal opinions required by Sections 5(c) and 5(e)
of the Basic Provisions, the Underwriters shall have received an opinion of
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special U.S. tax counsel to the
Company, dated the Closing Date, to the effect that although the discussion set
forth in the Prospectus Supplement under the heading "United States Federal
Income Tax Considerations for Non-United States Holders" does not purport to
discuss all possible United States federal income tax consequences of the
purchase, ownership and disposition of the Securities to non-United States
holders of the Securities, such discussion constitutes, in all material
respects, a fair and accurate summary of the United States federal income tax
consequences of the purchase, ownership and disposition of the Securities to
non-United States holders of the Securities.
Xxxxxxx X. Xxxxxxx, Esq., General Counsel, Finance and Capital Markets
of the Company, is counsel to the Company. Skadden, Arps, Slate, Xxxxxxx & Xxxx
LLP is special
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U.S. tax counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP is counsel
to the Underwriters.
Please accept this offer no later than 9:00 p.m. Eastern Time on
January 26, 2006 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us, or by sending us a written
acceptance in the following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated
January 26, 2006, to purchase the Securities on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.,
on behalf of the Underwriters named
herein
By: /s/ Xxxx X. XxXxxxxxx Xx.
------------------------------------
Name: Xxxx X. XxXxxxxxx Xx.
Title: Managing Director
ACCEPTED:
CITIGROUP INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Treasurer
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ANNEX A
PRINCIPAL AMOUNT
NAME OF UNDERWRITER OF SECURITIES
------------------- ----------------
Citigroup Global Markets Inc. $2,125,000,000
Bear, Xxxxxxx & Co. Inc. 62,500,000
Xxxxxxx, Xxxxx & Co. 62,500,000
Xxxxxx Brothers Inc. 62,500,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 62,500,000
Xxxxxx Xxxxxxx & Co., Inc. 25,000,000
RBC Capital Markets Corporation 25,000,000
Xxxxxxxxx Capital Partners, LLC 25,000,000
UBS Securities LLC 25,000,000
Xxxxxxxx Capital Group, L.L.C. 25,000,000
--------------
TOTAL $2,500,000,000
==============
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ANNEX B
Form of Company Opinion to the Underwriters
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus;
(ii) the Company is duly qualified to do business as a foreign
corporation in good standing in all jurisdictions in which it owns or
leases substantial properties or in which the conduct of its business
requires such qualification and the failure to so qualify would have a
material adverse effect on the Company;
(iii) the Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act and constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms (subject,
as to enforcement, to applicable bankruptcy, reorganization,
insolvency, moratorium and other similar laws affecting creditors'
rights generally and to general principles of equity regardless of
whether such enforceability is considered in a proceeding in equity or
at law);
(iv) the Securities have been validly authorized and, when duly
executed by the proper officers of the Company, duly authenticated by
the Trustee and delivered as contemplated by the Underwriting
Agreement and by the Indenture, will be validly issued and outstanding
obligations of the Company enforceable in accordance with their terms
and entitled to the benefits of the Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors' rights generally
and to general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law) and
conform in all material respects to the description thereof in the
Prospectus and any "issuer free writing prospectus" (as defined in
Rule 433 under the Act);
(v) the Indenture conforms in all material respects to the
description thereof in the Prospectus;
(vi) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company;
(vii) no consent, approval, authorization, filing with or order
of any court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by the
Underwriting Agreement or in the Indenture, except such as have been
obtained under the Act and the Trust Indenture Act and such as may be
required under the securities or blue sky laws of any jurisdiction in
connection with the sale of the Securities;
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(viii) the execution, delivery and performance of the Indenture
and the Underwriting Agreement and the issuance and sale of the
Securities in compliance with the terms and provisions thereof, will
not result in a breach of any of the terms and provisions of, or
constitute a default under, any of the agreements or instruments of
the Company filed by the Company with the Securities and Exchange
Commission as exhibits to the Registration Statement and to its (i)
Annual Report on Form 10-K for the fiscal year ended December 31,
2004, (ii) Quarterly Reports on Form 10-Q for the quarters ended March
31, 2005, June 30, 2005 and September 30, 2005; (iii) Current Reports
on Form 8-K filed from January 14, 2005 to the Closing Date; (iv) the
registration statement on Form S-3 (Registration No. 333-122925); (v)
registration statement on Form S-3 (Registration No. 333-126744); and
(vi) registration statement on Form S-3 (Registration No. 333-106510),
or result in a violation of the charter or By-Laws of the Company or
any of its material subsidiaries or any statute, rule, regulation or
order of any governmental agency or body or any court having
jurisdiction over the Company or any of its material subsidiaries or
any of their properties; provided, however, that no opinion is
expressed in this paragraph with respect to (i) the rights to
indemnity and contribution contained in the Underwriting Agreement,
which may be limited by federal or state securities laws or the public
policy underlying such laws; or (ii) any state securities or blue sky
laws;
(ix) such counsel has no reason to believe that as of [o]pm
(Eastern Time) on the date of the Terms Agreement, January 26, 2006,
the prospectus dated September 2, 2004 relating to the Registration
Statement, including the documents incorporated by reference therein,
considered together with the price to public, underwriting discount
and delivery date on the front cover of the Prospectus Supplement and
the statements under the heading "Description of Notes" in the
Prospectus Supplement (except as to the financial statements or other
data of a financial or statistical nature contained therein, as to
which no opinion is expressed), contained any untrue statement of a
material fact or omitted to state any material fact necessary in order
to make the statements therein, in the light of circumstances under
which they were made, not misleading; and
(x) the Registration Statement was declared effective under the
Act, and, to the knowledge of such counsel, no stop order suspending
its effectiveness has been issued and no proceedings for that purpose
have been instituted or are pending or have been communicated by the
Commission to the Company as being contemplated by it under the Act.
The Registration Statement, as of its effective date, and the
prospectus filed as part of the Registration Statement and the
Prospectus Supplement, as of the date of the Prospectus Supplement and
as of the date hereof, comply as to form in all material respects with
the requirements of the Act, the Exchange Act and the Trust Indenture
Act and the applicable rules and regulations thereunder (except as to
the financial statements or other data of a financial or statistical
nature or the Statements of Eligibility (Forms T-1) under the Trust
Indenture Act of the Trustee, as to which no opinion is expressed);
and such counsel has no reason to believe that the Registration
Statement, as of its most recent effective date determined pursuant to
Rule 430B(f)(2), contained any untrue statement of a material fact or
omitted to state any material fact required to
10
be stated therein or necessary to make the statements therein not
misleading or that the Prospectus Supplement, as of its date and on
the Closing Date, included or includes any untrue statement of a
material fact or omitted or omits to state any material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading
(except as to the financial statements or other data of a financial or
statistical nature, as to which no opinion need be expressed). The
descriptions in the Registration Statement and the Prospectus of
statutes, legal and governmental proceedings and contracts and other
documents are accurate and fairly present the information required to
be shown; and such counsel does not know of any legal or governmental
proceedings required to be described in the Prospectus which are not
described as required or of any contracts or documents of a character
required to be described in the Registration Statement or Prospectus
or to be filed as exhibits to the Registration Statement which are not
described and filed as required.
In rendering such opinion, such counsel may rely (i) as to matters involving the
application of laws of any jurisdiction other than the State of New York or the
Federal laws of the United States, to the extent they deem proper and specified
in such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Underwriters
and (ii) as to matters of fact, to the extent they deem proper, on certificates
of responsible officers of the Company and public officials.
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