CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • March 7th, 2023 • Citigroup Global Markets Holdings Inc. • Security brokers, dealers & flotation companies • New York
Citigroup Inc., a Delaware corporation (the “Company” or “Citigroup”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have varying rankings, designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices. The amended and restated basic provisions set forth herein are intended to be incorporated by reference in a terms agreement of the type referred to in Section 2 hereof relating to the specific series of debt securities to be issued and sold by the Company pursuant thereto (the “Securities”) to the several underwriters named therein (the “Underwriters”). Unless otherwise specified in the applicable terms agreement, the Securities will be issued under (i) in the case of senior debt securities, an indenture dated as of November 13, 2013, between the Company and The Bank of New York Mellon, as trustee
CITIGROUP GLOBAL MARKETS HOLDINGS INC. as Issuer CITIGROUP INC. as Guarantor AMENDMENT NO. 1 Dated as of March 7, 2023 to the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT Dated as of April 7, 2017 relating to the issue and sale of MEDIUM-TERM...Selling Agency Agreement • March 7th, 2023 • Citigroup Global Markets Holdings Inc. • Security brokers, dealers & flotation companies
THIS AMENDMENT NO. 1 dated as of March 7, 2023 (the “Amendment”) hereby amends the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT dated as of April 7, 2017 (the “Agreement”), among Citigroup Global Markets Holdings Inc. (the “Company”), Citigroup Inc. (the “Guarantor”) and each of Citigroup Global Markets Inc., Barclays Capital Inc., Incapital LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Financial Services and Wells Fargo Securities, LLC (collectively, the “Agents”), with respect to the issue and sale by the Company of its Medium-Term Senior Notes, Series N (the “Notes”), in fully registered form only, which Notes are fully and unconditionally guaranteed by the Guarantor. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
