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EXHIBIT 4.03
CITIGROUP INC.
AND
CITIBANK, N.A.
AS FISCAL AGENT, REGISTRAR AND EXCHANGE AGENT
AND
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
AS PAYING AGENT AND TRANSFER AGENT
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AMENDED AND RESTATED AGENCY AGREEMENT
YEN 25,000,000,000 2.400% NOTES DUE 2025
(TO BE CONSOLIDATED AND FORM A SINGLE SERIES WITH THE
YEN 50,000,000,000 2.400% NOTES DUE 2025 ISSUED ON OCTOBER 31 2005)
DATED AS OF MARCH 7, 2006
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THIS AMENDED AND RESTATED AGREEMENT is made in London as of March 7, 2006, BY
(1) CITIGROUP INC. (the "ISSUER").
(2) CITIBANK, N.A. ("CITIBANK, N.A."), which shall act as fiscal agent,
registrar and exchange agent (hereinafter referred to in such respective
capacities as "FISCAL AGENT", "REGISTRAR" or as "EXCHANGE AGENT", which
expressions shall include any successor or successors thereto).
(3) DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME, which shall act
as paying agent and transfer agent (hereinafter referred to as "PAYING
AGENT" and "TRANSFER AGENT", which expression shall include any successor
or successors thereto).
WHEREAS pursuant to the Terms Agreement dated October 21, 2005 (the
"UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer issued its Yen 50,000,000,000 2.400% Notes due October 2025 (the "OLD
NOTES");
WHEREAS pursuant to the Terms Agreement dated February 27, 2006 (the "NEW
UNDERWRITING AGREEMENT") between the Issuer and the Underwriters named therein,
the Issuer has agreed to issue an additional Yen 25,000,000,000 2.400% Notes due
October 2025 (the "NEW NOTES"), to be consolidated and form a single series with
the Old Notes, with a combined aggregate principal amount of Yen 75,000,000,000
(as so combined, the "NOTES"); and
WHEREAS the Issuer wishes to appoint Citibank, N.A. to act as Fiscal Agent,
Registrar and Exchange Agent and Dexia Banque Internationale a Luxembourg,
societe anonyme as Paying Agent and Transfer Agent in relation to the Notes upon
the terms and conditions set forth in this Agreement and the Schedules hereto.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS, INTERPRETATION
The following terms shall, unless the context otherwise requires, have the
respective meanings indicated below:
"AGENT(S)" means any of the Fiscal Agent, the Registrar, the Paying Agent
and the Transfer Agent.
"CONDITIONS" means the terms and conditions of the Notes, as contained in
the Global Notes, in the Prospectus Supplements dated October 21, 2005 and
February 27, 2006, and in the Indenture.
"GLOBAL NOTES" means either one or both of (i) the International Global
Note in the form of Schedule 1 attached hereto and (ii) the DTC Global
Notes in the form of Schedule 2 attached hereto (also referred to herein as
the "DTC GLOBAL NOTE" and the "INTERNATIONAL GLOBAL NOTE", respectively).
"INDENTURE" means the Indenture dated as of March 15, 1987, as amended and
supplemented to date, between the Issuer and The Bank of New York (the
"TRUSTEE").
Terms not defined herein shall have the same meanings as are assigned
thereto in the Underwriting Agreement and the Conditions.
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2. APPOINTMENTS
2.1 The Issuer hereby appoints Citibank, N.A. to act as Fiscal Agent, Registrar
and Exchange Agent in respect of the Notes and Global Notes.
2.2 Citibank, N.A. hereby accepts such appointments and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto. In particular, the Fiscal
Agent agrees to effect any publication of notices pursuant to the Conditions.
2.3 The Issuer hereby appoints Dexia Banque Internationale a Luxembourg, societe
anonyme to act as Paying Agent and Transfer Agent in respect of the Notes and
Global Notes.
2.4 Dexia Banque Internationale a Luxembourg, societe anonyme hereby accepts
such appointments and the resulting obligations, and agrees to act in such
capacities, on the terms and conditions set out in this Agreement and the
Schedules hereto.
2.5 The obligations of the Agents are several and not joint.
3. THE NOTES
3.1 The Notes shall be represented by permanent Global Notes without interest
coupons as specified in the Conditions. The International Global Note and the
DTC Global Note shall be substantially in the forms attached hereto as Schedules
1 and 2, respectively, in each case with such changes as may be agreed between
the Issuer and the Trustee. The Conditions shall be attached to, or endorsed
upon, each Global Note. In the event that individual definitive Notes are
issued, the parties shall enter into a supplement to this Agreement to provide
for the matters set forth herein with regard to such definitive Notes.
3.2 Each Global Note shall be signed manually by a duly authorised officer of
the Issuer and dated the Issue Date. Each Global Note shall be authenticated
manually by Citibank, N.A., as authenticating agent on behalf of the Trustee,
and delivered to (i) in the case of the International Global Note, Citibank,
N.A. as common depositary for Euroclear and Clearstream, and (ii), in the case
of the DTC Global Notes, Citibank, N.A., London office as custodian for The
Depository Trust Company, New York ("DTC").
4. PAYING AGENCY
4.1 The Issuer shall remit the funds necessary for the payment of interest on
and principal of the Notes to the Fiscal Agent, in Yen in same-day funds, to
such account at the Fiscal Agent in London as the Fiscal Agent may from time to
time specify (the "REDEMPTION ACCOUNT") on the Business Day such payment is due,
provided always that, if any due date shall not be a Business Day, the Issuer
shall make such transfer to the account of the Fiscal Agent on the next
succeeding Business Day (for the purposes of this Clause 4, Business Day shall
mean a day on which commercial banks and foreign exchange markets settle
payments and are open for general business in each of London, Tokyo and The City
of New York.
The Issuer hereby authorizes and directs the Fiscal Agent, from the amounts so
paid to it, to make payment of the principal of, and interest on, the Notes on
the due date for payment set forth in the Conditions and this Agreement. If
applicable, the Fiscal Agent will, from funds so received from the Issuer,
credit to the account of the Paying Agent the amounts of all such payments made
by it in accordance with the provisions of this Agreement.
The Issuer shall confirm to the Fiscal Agent not later than 10:00 a.m. (London
time) on the second Business Day before the relevant date for such payment that
it has issued irrevocable payment instructions for such payment to be made.
4.2 If for any reason the Fiscal Agent does not receive unconditionally the full
amount payable by the Issuer on the relevant due date in respect of all the
outstanding or maturing Notes, the Fiscal Agent
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shall forthwith notify immediately the Issuer by telephone followed by facsimile
and the Fiscal Agent shall not be bound to make any payment of principal or
interest in respect of the Notes until the Fiscal Agent has received to its
order the full amount of the monies then due and payable in respect of all
outstanding or maturing Notes, provided, however, that if the Fiscal Agent
shall, in its discretion, make any payment of principal or interest on or after
the due date therefor in respect of the Notes prior to its unconditional receipt
of the full amount then due and payable in respect of all outstanding Notes, the
Issuer will promptly pay such amount to the Fiscal Agent and will compensate the
Fiscal Agent at a rate equal to the Fiscal Agent's cost of funding.
4.3 Out of the sums paid to the Fiscal Agent in respect of interest and
principal on the Notes, the Fiscal Agent will make payment free of charge to the
registered holder of the International Global Note and the DTC Global Note as
stipulated in Clause 9 below, in the amounts specified in the Conditions. The
Fiscal Agent shall obtain from the Registrar, and the Registrar shall supply,
such details as are required for the Paying Agent to make payment as stated
above.
4.4 In respect of the monies paid to it relating to any Note, the Fiscal Agent
4.4.1 shall not be entitled to exercise any lien, right of set-off or
similar claim (including without limitation any claim arising from or
relating to any other issue of securities by the Issuer),
4.4.2 shall not be required to account for interest thereon and
4.4.3 money held by it need not be segregated except as may be required by
applicable law.
5. DOCUMENTS FOR INSPECTION AND PUBLICATION OF NOTICES
5.1 On behalf and at the request and expense of the Issuer, the Fiscal Agent
shall cause to be published any notices required to be given by the Issuer in
accordance with the Conditions.
5.2 The Issuer shall provide to the Fiscal Agent sufficient copies of all
documents required by the Conditions to be available for issue or inspection,
and the Fiscal Agent shall make such copies available to Noteholders upon their
request.
5.3 To the extent practicable, the Issuer shall provide the Fiscal Agent with a
copy (prior to publication) of all notices to be issued in connection with the
Notes.
6. CANCELLATION OF THE GLOBAL NOTES
6.1 Subject to the terms of the Indenture, promptly upon the Issuer's request,
the Registrar shall take all measures necessary to cancel any Notes which the
Issuer has repurchased or whose maturity has been accelerated pursuant to the
Conditions. The Registrar shall cause any such Notes (i) to the extent
represented by the International Global Note, to be cancelled resulting in a
reduction in the aggregate amount of the Notes represented by the International
Global Note by the aggregate amount of Notes so cancelled, and (ii) to the
extent represented by the DTC Global Note, to be cancelled in accordance with
the procedures established for that purpose by DTC, resulting in a reduction in
the aggregate amount of the Notes represented by the DTC Global Note by the
aggregate amount of the Notes so cancelled.
6.2 On the same day such cancellation is effected, the Registrar shall record
such cancellation of Notes on the Register in such a way that the aggregate
principal amount of Notes cancelled at any time together with the aggregate
principal amount of Notes outstanding and represented by the Global Notes shall
equal the aggregate principal amount of Notes originally issued by the Issuer.
6.3 The Registrar shall upon request furnish the Issuer with a notice of
cancellation signed by an authorized officer of the Registrar confirming the
cancellation of such Notes and the corresponding reduction of the relevant
Global Note(s).
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7. DUTIES OF THE REGISTRAR
7.1 The Registrar shall maintain the Register in London in accordance with the
Conditions. The Register shall show the aggregate amount of Notes represented by
each Global Note at the date of issue and all subsequent transfers and exchanges
involving a change in such amounts and the names and addresses of the registered
holders (each a "PAYEE"). On the first Business Day after the Record Date for
any interest payment on the Notes, the Registrar shall send payment details in
respect of the Payees and the Yen accounts to which transfers should be made to
the Fiscal Agent.
7.2 Transfers or exchanges of Notes will be made in accordance with the
Conditions, the procedures established for this purpose between Euroclear,
Clearstream, DTC and the Registrar, and Euroclear, Clearstream and DTC's
regulations applicable to such transfers or exchanges. Any such transfer or
exchange which results in a change in the aggregate principal amount of Notes
held by Euroclear, Clearstream and DTC shall be notified by Euroclear,
Clearstream and DTC to the Registrar. The Registrar shall promptly enter details
of the transfer or exchange in the Register, which entry shall, without further
action, cause the aggregate principal amount represented by each Global Note to
be amended accordingly.
7.3 The Registrar shall at all reasonable times during office hours make the
Register available to the Issuer and the Fiscal Agent or any person authorised
by either of them for inspection and for the taking of copies thereof or
extracts therefrom, and the Registrar shall deliver to such persons such
information contained in the Register or relating to the Notes as they may
reasonably request.
8. DUTIES OF THE TRANSFER AGENT
If and to the extent so specified by the Conditions and in accordance therewith,
or if otherwise requested by the Issuer, the Transfer Agent shall make available
all relevant forms of transfer, inform the Registrar of the name and address of
the relevant person to be inserted in the Register and carry out such other acts
as may be necessary to give effect to the Conditions and this Agreement.
9. PAYMENTS TO DTC NOTEHOLDERS
9.1 All amounts of principal and interest due in respect of the Notes which are
represented by the DTC Global Note (each a "DTC AMOUNT") shall be paid in U.S.
dollars (each such payment being referred to herein as a "U.S. DOLLAR PAYMENT"),
unless DTC has advised the Fiscal Agent that the relevant Noteholder has made an
effective election to receive all or a portion of its payment in Yen outside DTC
(each a "YEN PAYMENT").
9.2 The Paying Agent shall, from each DTC Amount received by it, make U.S.
Dollar Payments in accordance with the Conditions and Yen Payments in accordance
with the Conditions.
10. DUTIES OF EXCHANGE AGENT
For the purposes of this Clause 10, a "payment date" shall be each date on
which the Issuer is obligated to remit funds to the Fiscal Agent pursuant
to Clause 4.1.
The Exchange Agent shall:
(i) accept Yen by remittance to an account maintained by the Exchange Agent of
the total amount of interest or principal due on any payment date on Notes
held by Cede & Co. (as nominee of DTC) on the Record Date. The Exchange
Agent shall be advised by Cede & Co. (as nominee of DTC) if any beneficial
holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to
receive payment in Yen and, if so, the amount of Notes held by such holders
and the accounts to which such payments in Yen are to be wired. On the
payment date, the Exchange Agent shall wire payment in the appropriate Yen
amounts to the accounts indicated. The remainder on such payment date shall
be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into
U.S. dollars and, after deduction of any costs relating to such exchange,
shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and
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(ii) at or prior to 11:00 a.m., London time, on the second London business day
preceding the applicable payment date, enter into a contract for the
purchase of U.S. dollars with the Specified Amount of Yen for settlement on
such payment date. "SPECIFIED AMOUNT" shall mean the aggregate amount of
Yen payable to all Noteholders holding Notes through participants of DTC
that have not elected to receive payments in Yen. The amount of U.S.
dollars payable in respect of a particular payment under the DTC Global
Note will be equal to the amount of Yen otherwise payable exchanged into
U.S. dollars at the Yen/U.S.$ exchange rate prevailing as at 11:00 a.m.
(London time) on the second London business day prior to the relevant
payment date, less any costs incurred by the Exchange Agent for such
conversion (such costs to be shared pro rata among holders under the DTC
Global Note accepting U.S. dollar payments in proportion of their
respective holdings). If an exchange rate bid quotation is not so
available, the Exchange Agent shall obtain a bid quotation from a leading
foreign exchange bank in London selected by the Exchange Agent after
consultation with the Issuer. If no bid quotation is so available, payment
will be made in Yen to the account or accounts specified by DTC to the
Exchange Agent. In this sub-clause (ii), the term "London business day"
shall mean any day on which commercial banks and foreign exchange markets
settle payments in New York City, Tokyo and London.
11. CONDITIONS OF APPOINTMENT
11.1 The Issuer will pay to the Agents a remuneration for all services rendered
hereunder by the Agents in connection with the Notes together with any expenses
incurred as separately agreed upon by the Agents and the Issuer.
11.2 The Issuer will indemnify and hold harmless each of the Agents against any
loss, liability or expense which it may incur or any claim, action or demand
which may be made against it resulting from the negligence or wilful misconduct
on the part of the Issuer (or its officers, employees or agents (other than the
Agents and their officers, employees, and agents)) and arising out of or in
connection with such Agent's appointment or the exercise of its powers and
duties hereunder without negligence or wilful misconduct on the part of such
Agent.
11.3 Each Agent will indemnify and hold harmless the Issuer against any loss,
liability or expense incurred by the Issuer or any claim, action or demand which
may be made against the Issuer resulting from the negligence or wilful
misconduct on the part of such Agent (or such Agent's officers, employees or
agents) and arising out of or in connection with such Agent's duties hereunder.
Notwithstanding the foregoing, under no circumstances will any Agent be liable
to the Issuer or any other person for any consequential loss (being loss of
business, goodwill, opportunity or profit) even if advised to the possibility of
such loss or damages.
11.4 The indemnities above shall survive the termination or expiry of this
Agreement.
11.5 Each of the Agents shall be protected and shall incur no liability for or
in respect of any action taken, omitted or suffered in reliance upon any
instruction or communication from the Issuer or any document reasonably believed
by it to be genuine and to have been delivered, signed or sent by the proper
party or parties in accordance with the provisions hereof, except such as may
result from its own negligence or wilful misconduct or that of its officers,
employees or agents.
11.6 In acting hereunder and in connection with the Notes, the Agents do not
assume any relationship of agency and trust for the Noteholders, and shall not
have any obligation towards them except that all funds held by the Fiscal Agent
for payment of principal of or interest on the Notes shall be held exclusively
for the benefit of and for payment to the Noteholders and shall be applied as
set forth herein and in the Conditions. Except as otherwise required by
applicable law, no Agent will be required to segregate any funds held by it
hereunder from any of its other funds.
11.7 Nothing herein shall be deemed to require any Agent to advance its own
funds in the performance of its duties hereunder.
11.8 The Agents may consult with legal and other professional advisers selected
in good faith and satisfactory to them and the opinion of such advisers shall be
full and complete protection in respect of
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any action taken, omitted or suffered hereunder in good faith and without
negligence and in accordance with the opinion of such advisers.
11.9 The Agents shall be obliged to perform such duties and only such duties as
are herein specifically set forth, and no implied duties or obligations shall be
read into this Agreement against the Agents. No Agent shall be under any
obligation to take any action hereunder which it expects will result in any
expense or liability of such Agent, the payment of which within a reasonable
time is not, in its opinion, assured to it. The obligations of the Agents
hereunder are several and not joint.
11.10 The Agents, their affiliates and their respective officers and employees,
in their individual or any other capacity, may become the owner of, or acquire
any interest in, any Notes with the same rights that the Agents would have it
they were not the Agents hereunder.
12. CHANGE IN AGENTS
12.1 Each of the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and
Transfer Agent in its capacity as such may be removed at any time by the giving
to it of at least 30 days' written notice to that effect signed on behalf of the
Issuer specifying the date on which such removal shall become effective. Each of
the Fiscal Agent, Registrar, Exchange Agent, Paying Agent and Transfer Agent may
at any time resign by giving at least 30 days' written notice (unless the Issuer
agrees to accept less notice) to that effect to the Issuer specifying the date
on which such resignation shall become effective. Notwithstanding the foregoing,
no such resignation or removal shall take effect within 30 days before or after
any due date for payment of any Notes or before a new Fiscal Agent, Registrar,
Exchange Agent, Paying Agent and Transfer Agent, as the case may be, shall have
been appointed by the Issuer as hereinafter provided, and such new Agent shall
have accepted such appointment. Any change in any Agent shall be notified by the
Issuer to the other Agent(s).
12.2 The Issuer agrees with the Fiscal Agent that if, by the day falling 10 days
before the expiry of any notice under Clause 12.1 above, the Issuer has not
appointed a replacement Fiscal Agent, then the Fiscal Agent shall be entitled,
on behalf of the Issuer, to appoint in its place any reputable financial
institution of good standing and the Issuer shall not unreasonably object to
such appointment.
12.3 Upon the effectiveness of the appointment of any successor Fiscal Agent,
Registrar, Exchange Agent, Paying Agent and Transfer Agent, as the case may be,
pursuant to Clause 12.1, the Fiscal Agent, Registrar, Exchange Agent, Paying
Agent and Transfer Agent so removed shall cease to be a Fiscal Agent, Registrar,
Exchange Agent, Paying Agent and Transfer Agent, as the case may be, hereunder.
Prior to the effectiveness of such appointment, the Fiscal Agent, Registrar,
Exchange Agent, Paying Agent and Transfer Agent shall hold all moneys deposited
with it or held by it hereunder in respect of the Notes to the order of the
respective successor Fiscal Agent, Registrar, Exchange Agent, Paying Agent and
Transfer Agent.
13. NOTICES
Notices shall be in writing (including by facsimile) and addressed to the
relevant party hereto as follows:
(a) If to the Issuer:
Citigroup Inc.
153 East 53rd Street
New York, New York 10043
Attention: Treasury Department
Telephone: 212-559-3553
Telefax: 212-793-5629
(b) If to the Fiscal Agent, Registrar and Exchange Agent:
Citibank, N.A.
Citigroup Centre
8
Canada Square
Canary Wharf
London E14 5LB
Attn: Agency & Trust, Bond Desk
Telefax: 44-020-7508-3878
(c) If to the Paying Agent:
Dexia Banque Internationale a Luxembourg, societe anonyme
69, route d'Esch
L-2953 Luxembourg
Telephone: 352-45-90-1
Telefax: 352-45-90-42-27
or at any other address of which any of the foregoing shall have notified the
others, and shall be deemed to have been given when received by the relevant
party.
14. APPLICABLE LAW, PLACE OF JURISDICTION
14.1 This Agreement shall be subject to New York law.
14.2 The non-exclusive place for all proceedings arising out of this agreement
shall be New York.
15. MISCELLANEOUS
15.1 The Fiscal Agent agrees to perform its obligations hereunder through its
London Branch to the extent that this is necessary or appropriate in order to
make payments to DTC or DTC Participants in accordance with the Conditions.
15.2 The Fiscal Agent shall promptly advise the Issuer of any notice, including
any notice declaring Notes due, which it may receive pursuant to the Conditions.
15.3 Should any of the provisions of this Agreement be or become invalid, in
whole or in part, the other provisions of this Agreement shall remain in force.
Invalid provisions shall, according to the intent and purpose of this Agreement,
be replaced by such valid provisions which in their economic effect come as
close as legally possible to that of the invalid provisions.
15.4 This Agreement may be signed in two counterparts.
15.5 Terms not defined in this Agreement shall have the meanings ascribed to
them in the Underwriting Agreement or the Conditions, as the case may be.
15.6 If there is any conflict between the terms of this Agreement and the terms
of the Indenture, the terms of the Indenture shall control.
15.7 The provisions of the United States Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), shall be incorporated by reference herein to the
extent applicable. Each of the Agents agrees to abide by the Trust Indenture
Act, to the extent applicable in the performance of their respective duties
hereunder. If there is any conflict between the terms of this Agreement and the
Trust Indenture Act, the provisions of the Trust Indenture Act shall govern to
the extent of such conflict.
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This Agreement has been entered into effective the date stated at the beginning
hereof.
CITIGROUP INC.
/s/ Charles E. Wainhouse
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Charles E. Wainhouse, Assistant Treasurer
CITIBANK, N.A.
/s/ Jillian Hamblin
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Jillian Hamblin, Vice President Agency & Trust
DEXIA BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME
/s/ Pierre-Francois Henrion /s/ Jean-Jacques Kineen
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