CITIGROUP INC., THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of December 22, 2009Purchase Contract Agreement • December 24th, 2009 • Citigroup Inc • National commercial banks • New York
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionPURCHASE CONTRACT AGREEMENT, dated as of December 22, 2009 among CITIGROUP INC., a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and THE BANK OF NEW YORK MELLON, acting as Trustee under the Indenture (as defined herein).
TERMINATION AGREEMENT relating to the MASTER AGREEMENT dated as of January 15, 2009 and amended as of November 30, 2009, among CITIGROUP INC., CERTAIN AFFILIATES OF CITIGROUP IDENTIFIED THEREIN, UNITED STATES DEPARTMENT OF THE TREASURY, FEDERAL...Termination Agreement • December 24th, 2009 • Citigroup Inc • National commercial banks • New York
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionThis Termination Agreement (this “Termination Agreement”) to the Master Agreement dated as of January 15, 2009 (as amended on November 30, 2009, the “Master Agreement”) among Citigroup Inc., a Delaware corporation (“Citigroup”), each Citigroup Ring-Fence Affiliate (as defined in the Master Agreement), the United States Department of the Treasury (“Treasury”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Bank of New York (“FRBNY” and, together with Treasury and FDIC, the “U.S. Federal Parties”) is entered into this 23rd day of December, 2009, among Citigroup, the Citigroup Ring-Fence Affiliates and the U.S. Federal Parties.
CITIGROUP INC. 5,396,825,397 Shares of Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • December 24th, 2009 • Citigroup Inc • National commercial banks • New York
Contract Type FiledDecember 24th, 2009 Company Industry Jurisdictiondisclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
CITIGROUP INC. 35,000,000 Units of Tangible Dividend Enhanced Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 24th, 2009 • Citigroup Inc • National commercial banks • New York
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionCitigroup Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 35,000,000 units of Tangible Dividend Enhanced Common Stock (“T-DECS”) of the Company (the “Securities”). Each Security has a stated amount of $100 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to automatically deliver on December 15, 2012 (the “Purchase Contract Settlement Date”), subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of the Closing Date (as defined herein), between the Company and The Bank of New York Mellon, as purchase contract agent (the “Purc
CITIGROUP INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee Seventh Supplemental Indenture Dated as of December 22, 2009 Supplement to Indenture of Citigroup Inc. dated as of July 23, 2004Indenture • December 24th, 2009 • Citigroup Inc • National commercial banks
Contract Type FiledDecember 24th, 2009 Company IndustrySEVENTH SUPPLEMENTAL INDENTURE, dated as of December 22, 2009 (this “Seventh Supplemental Indenture”), between CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”) under the Indenture, dated as of July 23, 2004 (the “Base Indenture,” and the Base Indenture, as supplemented by this Seventh Supplemental Indenture, the “Indenture”).