Attached files
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8-K - FORM 8-K - CITIGROUP INC | y90658e8vk.htm |
EX-99.1 - EX-99.1 - CITIGROUP INC | y90658exv99w1.htm |
Exhibit 4.1
EXECUTION COPY
EXECUTION COPY
TERMINATION OF THE CAPITAL REPLACEMENT COVENANTS
Termination of the Capital Replacement Covenants, dated as of April 1, 2011 (this
Termination), by Citigroup Inc., a Delaware corporation (Citigroup), and The Bank of New York
Mellon, as institutional trustee (the Institutional Trustee) under the Amended and Restated
Declaration of Trust of Citigroup Capital XI dated as of September 27, 2004.
WHEREAS, Citigroup executed ten capital replacement covenants dated June 30, 2006, September
15, 2006, November 22, 2006, March 6, 2007, June 28, 2007, August 15, 2007, November 27, 2007,
December 21, 2007, January 23, 2008 and January 25, 2008 and listed on Annex A hereto
(collectively, the Capital Replacement Covenants) in connection with various securities
offerings;
WHEREAS, the Capital Replacement Covenants were originally granted and are currently granted
by Citigroup in favor of holders of its 6.00% Junior Subordinated Deferrable Interest
Debentures due September 27, 2034 (the Covered Debentures) issued to Citigroup Capital XI in
connection with its issuance of its 6.00% Capital Securities (TruPS®) (the
Covered Securities);
WHEREAS, the Institutional Trustee is the current holder of all of the Covered Debentures for
the benefit of the holders of the Covered Securities and may be directed by the holders of the
Covered Securities to take certain actions related to the Covered Debentures;
WHEREAS, pursuant to the terms of each Capital Replacement Covenant, the Capital Replacement
Covenant may be terminated if the holders of a majority by principal amount of the
then-effective Covered Debt (as defined in the Capital Replacement Covenant) consent or agree
in writing to the termination of the Capital Replacement Covenant and the obligations of
Citigroup thereunder;
WHEREAS, Citigroup has solicited instructions to consent (Consent Solicitation) from the
holders of the Covered Securities of record at 5:00 p.m. New York City time, on March 7, 2011
to the proposed termination of the Capital Replacement Covenants;
WHEREAS, pursuant to the Consent Solicitation, as of 5:00 p.m., New York City time, on April
1, 2011, the expiration time for the Consent Solicitation, holders of a majority in aggregate
liquidation amount of the Covered Securities agreed in writing to direct the Institutional
Trustee to take such actions and execute and deliver such documentation as may be necessary or
desirable to effect the termination of all of the Capital Replacement Covenants;
WHEREAS, the Institutional Trustee hereby consents and agrees to terminate all of the Capital
Replacement Covenants, as directed by the holders of a majority in aggregate liquidation
amount of the Covered Securities pursuant to the Consent Solicitation; and
WHEREAS, Citigroup desires to terminate all of the Capital Replacement Covenants pursuant to
their terms as set forth below, effective April 1, 2011.
NOW, THEREFORE, Citigroup and the Institutional Trustee hereby agree to terminate the Capital
Replacement Covenants as follows:
SECTION 1. Termination. The Capital Replacement Covenants are hereby terminated in their
entirety, effective April 1, 2011 (the Termination Date). From and after the Termination Date,
the obligations of Citigroup pursuant to the Capital Replacement Covenants shall be of no further
force and effect.
SECTION 2. Miscellaneous. This Termination shall be governed by, and construed in accordance
with, the laws of the State of New York.
IN WITNESS WHEREOF, Citigroup and the Institutional Trustee have caused this Termination to be
executed by their duly authorized officer, as of the day and year first above written.
CITIGROUP INC. |
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By: | /s/ MARTIN A. WATERS | |||
Name: | Martin A. Waters | |||
Title: | Assistant Treasurer | |||
THE BANK OF NEW YORK MELLON |
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By: | /s/ TIMOTHY W. CASEY | |||
Name: | Timothy W. Casey | |||
Title: | Senior Associate |
ANNEX A
CAPITAL REPLACEMENT COVENANTS
CAPITAL REPLACEMENT COVENANTS
Date of Capital | Capital Trust to Which | |||||
Replacement | Security Was Issued | Resulting Security Issued | ||||
Covenant | Related Security | and is Held | by Trust | |||
June 30, 2006
|
6.875% Junior Subordinated Deferrable Interest Debentures (Junior Debentures) due June 30, 2066 | Citigroup Capital XIV | 6.875% Enhanced Trust Preferred Securities (ETruPS) | |||
September 15, 2006
|
6.50% Junior Debentures due September 15, 2066 | Citigroup Capital XV | 6.50% ETruPS | |||
November 22, 2006
|
6.45% Junior Debentures due December 31, 2066 | Citigroup Capital XVI | 6.45% ETruPS | |||
March 6, 2007
|
6.35% Junior Debentures due March 15, 2067 | Citigroup Capital XVII | 6.35% ETRU ruPS | |||
June 28, 2007
|
6.829% Fixed Rate/Floating Rate Junior Debentures due June 28, 2067 | Citigroup Capital XVIII | 6.829% Fixed Rate/Floating Rate ETruPS | |||
August 15, 2007
|
7.250% Junior Debentures due August 15, 2067 | Citigroup Capital XIX | 7.250% ETruPS | |||
November 27, 2007
|
7.875% Junior Debentures due December 15, 2067 | Citigroup Capital XX | 7.875% ETruPS | |||
December 21, 2007
|
8.300% Fixed Rate/Floating Rate Junior Debentures due December 21, 2057 | Citigroup Capital XXI | 8.300% Fixed Rate/Floating Rate ETruPS | |||
January 23, 2008
|
8.125% Non-Cumulative Preferred Stock, Series AA | Not Applicable | Not Applicable | |||
January 25, 2008
|
6.500% Non-Cumulative Convertible Preferred Stock, Series T | Not Applicable | Not Applicable |