TERMS AGREEMENT
September
5, 2007
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention: Assistant
Treasurer
Ladies
and Gentlemen:
We
understand that Citigroup Inc., a Delaware corporation (the “Company”), proposes
to issue and sell ¥250,000,000,000 aggregate principal amount of its debt
securities (the “Securities”). Subject to the terms and conditions set forth
herein or incorporated by reference herein, we, Citigroup Global Markets
Limited, BNP Paribas and Deutsche Bank AG, London Branch, 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 99.700% of the principal amount thereof, plus
accrued interest, if any, from the date of issuance. The
Closing Date shall be September 14,
2007,
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:
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Title:
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Senior
Floating Rate Notes Due 2012
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|
Maturity:
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September
14, 2012
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|
Interest
Rate:
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Three-month
Yen LIBOR (Reuters) plus 0.45% determined as set forth in the Prospectus
dated March 2, 2006 and the Prospectus Supplement dated September
5,
2007
|
|
Interest
Payment Dates:
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Quarterly
on the 14th
day of each March, June, September and December, commencing December
14,
2007
|
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Initial
Price to Public:
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100.000%
of the principal amount thereof, plus accrued interest, if any, from
September 14, 2007.
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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 dated March 2, 2006
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1
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Record
Date:
|
The
business day immediately preceding each Interest Payment
Date
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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 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 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 Yen. The
relevant provisions of Article Eleven of the Indenture relating to defeasance
shall apply to the Securities.
All
the
provisions contained in the document entitled “Citigroup Inc.— Debt Securities —
Underwriting Agreement — Basic Provisions” and dated March 2, 2006 (the “Basic
Provisions”), a copy of which you have previously received, are herein
incorporated by reference in their entirety and shall be deemed to be a part
of
this Terms Agreement to the same extent as if the Basic Provisions had been
set
forth in full herein. Terms defined in the Basic Provisions are used herein
as
therein defined.
The
Company agrees to use its best efforts to have the Securities approved for
listing on the Luxembourg Stock Exchange and to maintain such listing so long
as
any of the Securities are outstanding, provided, however that:
(a) if
it is
impracticable or unduly burdensome, in the good faith determination of the
Company, to maintain such listing due to changes in listing requirements
occurring after the date of the Prospectus Supplement, or
(b) if
the
Transparency Directive (as defined in the Prospectus Supplement) is implemented
in Luxembourg in a manner that would require the Company to publish financial
information according to accounting principles or standards that are materially
different from United States generally accepted accounting principles,
the
Company may de-list the Securities from the Luxembourg Stock Exchange and shall
use its reasonable best efforts to obtain an alternative admission to listing,
trading and/or quotation of the Securities by another listing authority,
exchange or system within or outside the European Union as it may decide. If
such an alternative admission is not available or is, in the Company’s opinion,
unduly burdensome, such an alternative admission will not be obtained, and
the
Company shall have no further obligation in respect of any listing, trading
or
quotation for the Securities.
2
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.
Selling
Restrictions:
European
Economic Area
Each
Underwriter represents and agrees that in relation to each Member State of
the
European Economic Area which has implemented the Prospectus Directive (each,
a
“Relevant Member State”), an offer to the public of any Securities which are the
subject of this offering may not be made in that Relevant Member State except
that an offer to the public in that Relevant Member State of any Securities
may
be made at any time under the following exemptions under the Prospectus
Directive, if they have been implemented in that Relevant Member
State:
(a) to
legal
entities which are authorized or regulated to operate in the financial markets
or, if not so authorized or regulated, whose corporate purpose is solely to
invest in securities;
(b) to
any
legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than
€43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in
its last annual or consolidated accounts;
(c) by
the
underwriters to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to obtaining the
prior
consent of Citigroup Global Markets Limited for any such offer; or
(d) in
any
other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Securities shall result in a requirement for
the
publication by the issuer or any underwriter of a prospectus pursuant to Article
3 of the Prospectus Directive.
For
the
purposes of this provision, the expression an “offer to the public” in relation
to any Securities in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the offer and
any Securities to be offered so as to enable an investor to decide to purchase
any Securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression
“Prospectus Directive” means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
This
EEA
selling restriction is in addition to any other selling restrictions set out
below.
United
Kingdom
Each
Underwriter:
(a) has
only
communicated or caused to be communicated and 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 Xxx
0000
(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 Issuer; and
3
(b) 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.
France
No
prospectus (including any amendment, supplement or replacement thereto) has
been
prepared in connection with the offering of the Securities that has been
approved by the Autorité
des marchés financiers
or by
the competent authority of another State that is a contracting party to the
Agreement on the European Economic Area and notified to the Autorité
des marchés financiers;
each
Underwriter represents and agrees that no Securities have been offered or sold
nor will be offered or sold, directly or indirectly, to the public in France;
each Underwriter represents and agrees that the prospectus or any other offering
material relating to the Securities have not been distributed or caused to
be
distributed and will not be distributed or caused to be distributed to the
public in France; such offers, sales and distributions have been and shall
only
be made in France to persons licensed to provide the investment service of
portfolio management for the account of third parties, qualified investors
(investisseurs
qualifiés)
and/or
a restricted circle of investors (cercle
restreint d’investisseurs),
in
each case investing for their own account, all as defined in Articles L. 411-2,
D. 411-1, D. 411-2, D. 411-4, D. 734-1, D.744-1, D. 754-1 and D. 764-1 of the
Code monétaire
et financier.
Each
Underwriter represents and agrees that the direct or indirect distribution
to
the public in France of any so acquired Securities may be made only as provided
by Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the
Code
monétaire et financier
and
applicable regulations thereunder.
Italy
Each
Underwriter has not and will not publish a prospectus in Italy in connection
with the offering of the Securities. Such offering has not been cleared by
the
Italian Securities Exchange Commission (Commissione
Nazionale per le Societ`x x xx Xxxxx,
the
“CONSOB”) pursuant to Italian securities legislation and, accordingly, the
Securities may not and will not be offered, sold or delivered, nor may or will
copies of the prospectus or any other documents relating to the Securities
be
distributed in Italy, except (i) to professional investors (operatori
qualificati),
as
defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of
July
1, 1998, as amended, (the “Regulation No. 11522”), or (ii) in other
circumstances which are exempted from the rules governing offers of securities
to the public pursuant to Article 100 of Legislative Decree No. 58 of February
24, 1998 (the “Italian Finance Law”) and Article 33, first paragraph, of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Any
offer, sale or delivery of the Securities or distribution of copies of the
Prospectus Supplement, accompanying Prospectus or any other document relating
to
the Securities in Italy may and will be effected in accordance with all Italian
securities, tax, exchange control and other applicable laws and regulations,
and, in particular, will be: (i) made by an investment firm, bank or financial
intermediary permitted to conduct such activities in Italy in accordance with
the Italian Finance Law, Legislative Decree No. 385 of September 1, 1993, as
amended (the “Italian Banking Law”), Regulation No. 11522, and any other
applicable laws and regulations; (ii) in compliance with Article 129 of the
Italian Banking Law and the implementing guidelines of the Bank of Italy; and
(iii) in compliance with any other applicable notification requirement or
limitation which may be imposed by CONSOB or the Bank of Italy.
4
Any
investor purchasing the Securities in the offering is solely responsible for
ensuring that any offer or resale of the Securities it purchased in the offering
occurs in compliance with applicable Italian laws and regulations.
The
Prospectus Supplement, accompanying Prospectus and the information contained
therein are intended only for the use of its recipient and, unless in
circumstances which are exempted from the rules governing offers of securities
to the public pursuant to Article 100 of the Italian Finance Law and Article
33,
first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended,
is
not to be distributed, for any reason, to any third party resident or located
in
Italy. No person resident or located in Italy other than the original recipients
of this document may rely on it or its content.
Italy
has
only partially implemented the Prospectus Directive and the provisions under
the
heading “European Economic Area” above shall apply with respect to Italy only to
the extent that the relevant provisions of the Prospectus Directive have already
been implemented in Italy.
Insofar
as the requirements above are based on laws which are superseded at any time
pursuant to the implementation of the Prospectus Directive in Italy, such
requirements shall be replaced by the applicable requirements under the relevant
implementing measures of the Prospectus Directive in Italy.
Hong
Kong
Each
Underwriter:
(a) has
not
offered or sold and will not offer or sell in Hong Kong, by means of any
document, any Securities other than to (i) “professional investors” as defined
in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules
made under that Ordinance; or (ii) in other circumstances which do not result
in
the document being a “prospectus” as defined in the Companies Ordinance (Cap.
32) of Hong Kong or which do not constitute an offer to the public within the
meaning of that Ordinance; and
(b) has
not
issued or had in its possession for the purposes of issue, and will not issue
or
have in its possession for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to the Securities,
which is directed at, or the contents of which are or are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so under
securities laws of Hong Kong) other than with respect to Securities which are
or
are intended to be disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that
Ordinance.
Japan
The
Securities have not been and will not be registered under the Securities and
Exchange Law of Japan. The Underwriters will not offer or sell, directly or
indirectly, any of the Securities in Japan or to, or for the account or benefit
of, any resident of Japan or to, or for the account or benefit of, any resident
for reoffering or resale, directly or indirectly, in Japan or to, or for the
account or benefit of, any resident of Japan except (i) pursuant to an exemption
from the registration requirements of, or otherwise in compliance with, the
Securities and Exchange Law of Japan and (ii) in compliance with the other
relevant laws and regulations of Japan.
5
Singapore
The
Prospectus Supplement and accompanying Prospectus relating to this offering
have
not been and will not be registered as a prospectus with the Monetary Authority
of Singapore under the Securities and Futures Act (Chapter 289 of Singapore)
(the “SFA”). Accordingly, each Underwriter has not offered or sold any
Securities or caused the Securities to be made the subject of an invitation
for
subscription or purchase and will not offer or sell any Securities or cause
the
Securities to be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or distribute,
such
Prospectus Supplement and accompanying Prospectus or any other document or
material in connection with the offer or sale, or invitation for subscription
or
purchase, of the Securities, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under Section 274 of
the
SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A),
and
in accordance with the conditions, specified in Section 275 of the SFA or (iii)
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Each
Underwriter will notify (whether through the distribution of the Prospectus
Supplement and accompanying Prospectus relating to this offering or otherwise)
each of the following relevant persons specified in Section 275 of the SFA
which
has subscribed or purchased Securities from or through that Underwriter, namely
a person which is:
(a) a
corporation (which is not an accredited investor) the sole business of which
is
to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
(b) a
trust
(where the trustee is not an accredited investor) whose sole purpose is to
hold
investments and each beneficiary is an accredited investor, that shares,
debentures and units of shares and debentures of that corporation or the
beneficiaries’ rights and interest in that trust shall not be transferable for 6
months after that corporation or that trust has acquired the Securities under
Section 275 of the SFA except:
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(1)
|
to
an institutional investor under Section 274 of the SFA or to a relevant
person, or any person pursuant to Section 275(1A) of the SFA, and
in
accordance with the conditions, specified in Section 275 of the
SFA;
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(2)
|
where
no consideration is given for the transfer;
or
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(3)
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by
operation of law.
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In
addition to the legal opinions required by Sections 6(b) and 6(c) 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 under the heading “United States Federal Income Tax Considerations”
does not purport to discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition of the Securities to
holders of the Securities, such discussion, to the extent applicable,
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 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 U.S. tax counsel to the Company. Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx
LLP is counsel to the Underwriters.
6
Please
accept this offer no later than 9:00 p.m. (Eastern Time) on September 5, 2007
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:
7
“We
hereby accept your offer, set forth in the Terms Agreement, dated September
5,
2007, to purchase the Securities on the terms set forth therein.”
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Very
truly yours,
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|
|
CITIGROUP
GLOBAL MARKETS LIMITED,
on
behalf of the Underwriters named herein
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|
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By:
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/s/
Xxx Xxxx
|
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Name:
Xxx Xxxx
|
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Title:
Duly Authorised Attorney
|
|
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Title:
Assistant Treasurer
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8
ANNEX
A
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Name
of Underwriter
|
Principal Amount of Securities
|
|||
|
Citigroup
Global Markets Limited
|
¥ |
248,000,000,000
|
||
|
BNP
Paribas
|
1,000,000,000
|
|||
|
Deutsche
Bank AG, London Branch
|
1,000,000,000
|
|||
|
Total
|
¥ |
250,000,000,000
|
||
