EXHIBIT 4.01
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO CITIGROUP FUNDING INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 INITIAL PRINCIPAL AMOUNT
CUSIP: 17308C 83 3 REPRESENTED $40,000,000
ISIN: US17308C8331 representing 4,000,000 SEQUINS
($10 per SEQUINS)
CITIGROUP FUNDING INC.
9% Select EQUity Indexed NoteS(SM) Based Upon
the Common Stock of eBay Inc. Due November 9, 2006
Citigroup Funding Inc., a Delaware corporation (hereinafter referred to
as the "Company," which term includes any successor corporation under the
Indenture herein referred to), for value received and on condition that this
Note is not redeemed by the Company prior to November 9, 2006 (the "Stated
Maturity Date"), hereby promises to pay to CEDE & CO., or its registered
assigns, the Maturity Payment (as defined below), on the Stated Maturity Date.
This Note will bear quarterly payments of interest, is not subject to any
sinking fund, is not subject to redemption at the option of the holder thereof
prior to the Stated Maturity Date, and is not subject to the defeasance
provisions of the Indenture. The payments on this note are fully and
unconditionally guaranteed by Citigroup Inc., a Delaware corporation (the
"Guarantor").
Payment of the Maturity Payment with respect to this Note shall be made
upon presentation and surrender of this Note at the corporate trust office of
the Trustee in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts or, if applicable, in the common stock
of eBay Inc. ("eBay").
This Note is one of the series of 4,000,000 9% Select EQUity Indexed
NoteS(SM) Based Upon the Common Stock of eBay Inc. Due Novemer 9, 2006 (the
"SEQUINS").
INTEREST
The SEQUINS bear interest at the rate of 9% per annum. Interest will be
paid in cash quarterly on the 9th day of each February, May, August and
November, commencing on February 9, 2006 (each such date, an "Interest Payment
Date").
Interest will be payable to the persons in whose names the SEQUINS are
registered at the close of business on the fifth Business Day preceding each
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. If an Interest Payment Date falls on a day that is not
a Business Day, the interest payment to be made on such Interest Payment Date
will be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date, and no additional interest will accrue
as a result of such delayed payment.
"Business Day" means any day that is not a Saturday, a Sunday or a day on
which securities exchanges or banking institutions or trust companies in the
City of New York are authorized or obligated by law or executive order to close.
PAYMENT AT MATURITY
On the Stated Maturity Date, if the Company does not exercise its Call
Option (as described below) prior to or on such date, holders of the SEQUINS
will receive for each SEQUINS the final quarterly interest payment and the
Maturity Payment described below.
DETERMINATION OF THE MATURITY PAYMENT
The Maturity Payment for each SEQUINS equals a number of shares of eBay
common stock equal to the Exchange Ratio. The Exchange Ratio equals 0.25368.
In lieu of any fractional share of eBay common stock otherwise payable in
respect of any SEQUINS, at maturity each holder of a SEQUINS will receive an
amount in cash equal to the value of such fractional share. The number of full
shares of eBay common stock, and any cash in lieu of a fractional share, to be
delivered at maturity to a holder of a SEQUINS will be calculated based on the
aggregate number of SEQUINS held by such holder.
CALL OPTION
The Company may exercise its option to call (its "Call Option") the
SEQUINS in whole, but not in part, on any Business Day beginning on April 27,
2006 through and including the Stated Maturity Date (such day being the "Call
Date"). The Company will provide at least ten Business Days' notice (as
described below) before the Call Date.
If the Company exercises its Call Option, holders of the SEQUINS will
receive for each SEQUINS a price in cash (the "Call Price") that, together with
all other payments made on the SEQUINS from the date hereof (the "Issue Date")
to and including the Call Date, will provide a yield to call of 14.25% per annum
(compounded annually). The Call Price will be calculated by determining the
amount that, when discounted from the Call Date to the Issue Date by a discount
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factor based on an annual yield to call of 14.25% (calculated on the basis of a
360-day year of twelve 30-day months, compounded annually) and added to the
present value of all interest payments made to and including the Call Date
discounted to the Issue Date by that same discount factor, will equal the
initial price of the SEQUINS. The present value of each interest payment on the
SEQUINS used to determine the Call Price will be calculated assuming each
payment is made on the calendar day scheduled for that payment. A delay in
payment may arise for reasons such as a scheduled Interest Payment Date falling
on a day that is not a Business Day and, as a result, the payment being delayed
until the next succeeding Business Day. Any such delay will not be taken into
account when calculating the Call Price. The Call Price will be rounded to the
fourth decimal place and will not include the amount of unpaid interest accrued
to and including the Call Date; however, on the Call Date holders of the SEQUINS
will receive the Call Price plus an amount equal to the accrued and unpaid
interest.
So long as the SEQUINS are represented by this Note and are held on
behalf of DTC, notices relating to the Company's Call Option and all other
notices will be given by delivery to DTC. If the SEQUINS are no longer
represented by this Note and are not held on behalf of DTC, notices relating to
the Company's Call Option and all other notices will be published in a leading
daily newspaper in the City of New York, which is expected to be The Wall Street
Journal.
DILUTION ADJUSTMENTS
If eBay, after the closing date of the offering of the SEQUINS,
(1) pays a stock dividend or makes a distribution with respect to its
common stock in shares of the stock,
(2) subdivides or splits the outstanding shares of its common stock into
a greater number of shares,
(3) combines the outstanding shares of the common stock into a smaller
number of shares, or
(4) issues by reclassification of shares of its common stock any shares
of other common stock of eBay,
then, in each of these cases, the Exchange Ratio will be multiplied by a
dilution adjustment equal to a fraction, the numerator of which will be the
number of shares of common stock outstanding immediately after the event, plus,
in the case of a reclassification referred to in (4) above, the number of shares
of such other common stock of eBay, and the denominator of which will be the
number of shares of common stock outstanding immediately before the event.
If eBay, after the closing date, issues, or declares a record date in
respect of an issuance of, rights or warrants to all holders of its common stock
entitling them to subscribe for or purchase shares of its common stock at a
price per share less than the Then-Current Market Price
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of the common stock, other than rights to purchase common stock pursuant to a
plan for the reinvestment of dividends or interest, then, in each case, the
Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction,
the numerator of which will be the number of shares of common stock outstanding
immediately before the adjustment is effected, plus the number of additional
shares of common stock offered for subscription or purchase pursuant to the
rights or warrants, and the denominator of which will be the number of shares of
common stock outstanding immediately before the adjustment is effected by reason
of the issuance of the rights or warrants, plus the number of additional shares
of common stock which the aggregate offering price of the total number of shares
of common stock offered for subscription or purchase pursuant to the rights or
warrants would purchase at the Then-Current Market Price of the common stock,
which will be determined by multiplying the total number of shares so offered
for subscription or purchase by the exercise price of the rights or warrants and
dividing the product obtained by the Then-Current Market Price. To the extent
that, after the expiration of the rights or warrants, the shares of common stock
offered thereby have not been delivered, the Exchange Ratio will be further
adjusted to equal the Exchange Ratio which would have been in effect had the
adjustment for the issuance of the rights or warrants been made upon the basis
of delivery of only the number of shares of common stock actually delivered.
If eBay, after the closing date, declares or pays a dividend or makes a
distribution to all holders of the common stock of any class of its capital
stock, the capital stock of one or more of its subsidiaries, evidences of its
indebtedness or other non-cash assets, excluding any dividends or distributions
referred to in the above paragraph and excluding any issuance or distribution to
all holders of its common stock, in the form of Marketable Securities, of
capital stock of one or more of its subsidiaries, or issues to all holders of
its common stock rights or warrants to subscribe for or purchase any of its or
one or more of its subsidiaries' securities, other than rights or warrants
referred to in the above paragraph, then, in each of these cases, the Exchange
Ratio will be multiplied by a dilution adjustment equal to a fraction, the
numerator of which will be the Then-Current Market Price of one share of the
common stock, and the denominator of which will be the Then-Current Market Price
of one share of the common stock, less the fair market value (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company, whose determination will be final) as of the time the
adjustment is effected of the portion of the capital stock, assets, evidences of
indebtedness, rights or warrants so distributed or issued applicable to one
share of common stock. If any capital stock declared or paid as a dividend or
otherwise distributed or issued to all holders of eBay common stock consists, in
whole or in part, of Marketable Securities, then the fair market value of such
Marketable Securities will be determined by the calculation agent by reference
to the price per share of such capital stock on the principal market on which it
is traded as of the time the adjustment is effected. The fair market value of
any other distribution or issuance referred to in this paragraph will be
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Company, whose determination will be final.
Notwithstanding the foregoing, in the event that, with respect to any
dividend or distribution to which the above paragraph would otherwise apply, the
denominator in the fraction referred to in the above formula is less than $1.00
or is a negative number, then the Company may, at its option, elect to have the
adjustment provided by the above paragraph not be made and
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in lieu of this adjustment, the Maturity Payment will be deemed to be equal to
the fair market value of the capital stock, evidences of indebtedness, assets,
rights or warrants (determined, as of the date the dilution adjustment would
otherwise be effected as described below, by a nationally recognized independent
investment banking firm retained for this purpose by the Company, whose
determination will be final) so distributed or issued applicable to one share of
eBay common stock and each holder of the SEQUINS will have the right to receive
at maturity cash in an amount per SEQUINS equal to the Exchange Ratio multiplied
by such fair market value.
If eBay, after the closing date, declares a record date in respect of a
distribution of cash, other than any Permitted Dividends described below, any
cash distributed in consideration of fractional shares of common stock and any
cash distributed in a Reorganization Event referred to below, by dividend or
otherwise, to all holders of its common stock, or makes an Excess Purchase
Payment, then the Exchange Ratio will be multiplied by a dilution adjustment
equal to a fraction, the numerator of which will be the Then-Current Market
Price of the common stock, and the denominator of which will be the Then-Current
Market Price of the common stock on the record date less the amount of the
distribution applicable to one share of common stock which would not be a
Permitted Dividend, or, in the case of an Excess Purchase Payment, less the
aggregate amount of the Excess Purchase Payment for which adjustment is being
made at the time divided by the number of shares of common stock outstanding on
the record date.
For the purposes of these adjustments:
A "Permitted Dividend" is any cash dividend in respect of eBay common
stock, other than a cash dividend that exceeds the immediately preceding cash
dividend, and then only to the extent that the per share amount of this dividend
results in an annualized dividend yield on the common stock in excess of 10%.
An "Excess Purchase Payment" is the excess, if any, of (x) the cash and
the value (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company, whose determination will
be final) of all other consideration paid by eBay with respect to one share of
common stock acquired in a tender offer or exchange offer by eBay, over (y) the
Then-Current Market Price of the common stock.
Notwithstanding the foregoing, in the event that, with respect to any
dividend, distribution or Excess Purchase Payment to which the fifth paragraph
in this section would otherwise apply, the denominator in the fraction referred
to in the formula in that paragraph is less than $1.00 or is a negative number,
then the Company may, at its option, elect to have the adjustment provided by
the fifth paragraph in this section not be made and in lieu of this adjustment,
the Maturity Payment will be deemed to be equal to the sum of the amount of cash
and the fair market value of other consideration (determined, as of the date the
dilution adjustment would otherwise be effected as described below, by a
nationally recognized independent investment banking firm retained for this
purpose by the Company, whose determination will be final) so distributed or
applied to the acquisition of the common stock in the tender offer or exchange
offer applicable to one share of eBay common stock and each holder
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of the SEQUINS will have the right to receive at maturity cash in an amount per
SEQUINS equal to the Exchange Ratio multiplied by such sum.
If eBay, after the closing date, issues or makes a distribution to all
holders of its common stock of the capital stock of one or more of its
subsidiaries, in each case in the form of Marketable Securities, then, in each
of these cases, each holder of the SEQUINS will receive at maturity for each
SEQUINS a combination of shares of eBay common stock equal to the Exchange Ratio
and a number of shares of such eBay subsidiaries' capital stock equal to the
Exchange Ratio times the number of shares of such subsidiaries' capital stock
distributed per share of eBay common stock. In the event a distribution pursuant
to this paragraph occurs, following the record date for such distribution, the
adjustments described in this section will also apply to such subsidiaries'
capital stock if any of the events described in this section occurs with respect
to such capital stock.
Each dilution adjustment will be effected as follows:
- in the case of any dividend, distribution or issuance, at the
opening of business on the Business Day next following the record
date for determination of holders of eBay common stock entitled to
receive this dividend, distribution or issuance or, if the
announcement of this dividend, distribution, or issuance is after
this record date, at the time this dividend, distribution or
issuance was announced by eBay;
- in the case of any subdivision, split, combination or
reclassification, on the effective date of the transaction;
- in the case of any Excess Purchase Payment for which eBay
announces, at or prior to the time it commences the relevant share
repurchase, the repurchase price per share for shares proposed to
be repurchased, on the date of the announcement; and
- in the case of any other Excess Purchase Payment, on the date that
the holders of the repurchased shares become entitled to payment
in respect thereof.
All dilution adjustments will be rounded upward or downward to the
nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower
1/10,000th. No adjustment in the Exchange Ratio will be required unless the
adjustment would require an increase or decrease of at least one percent
therein, provided, however, that any adjustments which by reason of this
sentence are not required to be made will be carried forward (on a percentage
basis) and taken into account in any subsequent adjustment. If any announcement
or declaration of a record date in respect of a dividend, distribution, issuance
or repurchase requiring an adjustment as described herein is subsequently
canceled by eBay, or this dividend, distribution, issuance or repurchase fails
to receive requisite approvals or fails to occur for any other reason, then,
upon the cancellation, failure of approval or failure to occur, the Exchange
Ratio will be further adjusted to the Exchange Ratio which would then have been
in effect had adjustment for the event not been made. If any Reorganization
Event, as described below, occurs after the occurrence of one
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or more events requiring an adjustment as described herein, the dilution
adjustments previously applied to the Exchange Ratio will not be rescinded but
will be applied to the new Exchange Ratio provided for below.
The "Then-Current Market Price" of the common stock, for the purpose of
applying any dilution adjustment, means the average Closing Price per share of
common stock for the ten Trading Days immediately before this adjustment is
effected or, in the case of an adjustment effected at the opening of business on
the Business Day next following a record date, immediately before the earlier of
the date the adjustment is effected and the related Ex-Date. For purposes of
determining the Then-Current Market Price, the determination of the Closing
Price by the calculation agent in the event of a Market Disruption Event, as
described in the definition of Closing Price, may be deferred by the calculation
agent for up to five consecutive Trading Days on which a Market Disruption Event
is occurring, but not past the Trading Day prior to the Stated Maturity Date.
The "Closing Price" of eBay common stock (or any other security for which
a Closing Price must be determined) on any date of determination will be (1) if
the common stock or other security is listed on a national securities exchange
on that date of determination, the closing sale price or, if no closing sale
price is reported, the last reported sale price on that date on the principal
U.S. exchange on which the common stock or other security is listed or admitted
to trading, (2) if the common stock or other security is not listed on a
national securities exchange on that date of determination, or if the closing
sale price or last reported sale price is not obtainable (even if the common
stock or other security is listed or admitted to trading on such exchange), and
the common stock or other security is quoted on the Nasdaq National Market, the
closing sale price or, if no closing sale price is reported, the last reported
sale price on that date as reported on the Nasdaq, and (3) if the common stock
or other security is not quoted on the Nasdaq on that date of determination or,
if the closing sale price or last reported sale price is not obtainable (even if
the common stock or other security is quoted on the Nasdaq), the last quoted bid
price for the common stock or other security in the over-the-counter market on
that date as reported by the OTC Bulletin Board, the National Quotation Bureau
or a similar organization. The determination of the Closing Price by the
calculation agent in the event of a Market Disruption Event may be deferred by
the calculation agent for up to five consecutive Trading Days on which a Market
Disruption Event is occurring, but not past the Trading Day prior to the Stated
Maturity Date. The determination of the Closing Price by the calculation agent
in the event of a Market Disruption Event may be deferred by the calculation
agent for up to five consecutive Trading Days on which a Market Disruption Event
is occurring, but not past the Trading Day prior to the Stated Maturity Date. If
no closing sale price or last reported sale price is available pursuant to
clauses (1), (2) or (3) above or if there is a Market Disruption Event, the
Closing Price on any date of determination, unless deferred by the calculation
agent as described in the preceding sentence, will be the arithmetic mean, as
determined by the calculation agent, of the bid prices of the common stock or
other security obtained from as many dealers in such stock (which may include
Citigroup Global Markets Inc. or any of our other affiliates), but not exceeding
three such dealers, as will make such bid prices available to the calculation
agent. A security "quoted on the Nasdaq National Market" will include a security
included for listing or quotation in any successor to such system and the term
"OTC Bulletin Board" will include any
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successor to such service.
A "Trading Day" means a day, as determined by the calculation agent, on
which trading is generally conducted (or was scheduled to have been generally
conducted, but for the occurrence of a Market Disruption Event) on the New York
Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the
Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the
over-the-counter market for equity securities in the United States.
The "Ex-Date" relating to any dividend, distribution or issuance is the
first date on which the shares of the common stock trade in the regular way on
their principal market without the right to receive this dividend, distribution
or issuance.
A "Market Disruption Event" means the occurrence or existence of any
suspension of or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by any exchange or market or otherwise) of, or the
unavailability, through a recognized system of public dissemination of
transaction information, of accurate price, volume or related information in
respect of, (1) the shares of eBay common stock on any exchange or market, or
(2) any options contracts or futures contracts relating to the shares of eBay
common stock, or any options on such futures contracts, on any exchange or
market if, in each case, in the determination of the calculation agent, any such
suspension, limitation or unavailability is material.
In the event of any of the following "Reorganization Events":
- any consolidation or merger of eBay, or any surviving entity or
subsequent surviving entity of eBay, with or into another entity,
other than a merger or consolidation in which eBay is the
continuing corporation and in which the common stock outstanding
immediately before the merger or consolidation is not exchanged
for cash, securities or other property of eBay or another issuer;
- any sale, transfer, lease or conveyance to another corporation of
the property of eBay or any successor as an entirety or
substantially as an entirety;
- any statutory exchange of securities of eBay or any successor of
eBay with another issuer, other than in connection with a merger
or acquisition; or
- any liquidation, dissolution or winding up of eBay or any
successor of eBay,
each holder of the SEQUINS will have the right to receive a Maturity Payment per
SEQUINS of (i) cash in an amount equal to the Exchange Ratio multiplied by the
sum of clauses (1) and (2) in the definition of "Transaction Value" below and
(ii) the number of Marketable Securities received for each share of stock in the
Reorganization Event multiplied by the Exchange Ratio.
The "Transaction Value" will be the sum of:
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(1) for any cash received in a Reorganization Event, the amount of
cash received per share of common stock,
(2) for any property other than cash or Marketable Securities received
in a Reorganization Event, an amount equal to the market value on
the date the Reorganization Event is consummated of that property
received per share of common stock, as determined by a nationally
recognized independent investment banking firm retained for this
purpose by the Company, whose determination will be final, and
(3) for any Marketable Securities received in a Reorganization Event,
an amount equal to the Closing Price per share of these Marketable
Securities on the applicable Trading Day multiplied by the number
of these Marketable Securities received for each share of common
stock.
"Marketable Securities" are any perpetual equity securities or debt
securities with a stated maturity after the maturity date, in each case that are
listed on a U.S. national securities exchange or reported by the Nasdaq National
Market. The number of shares of any equity securities constituting Marketable
Securities included in the calculation of Transaction Value pursuant to clause
(3) above will be adjusted if any event occurs with respect to the Marketable
Securities or the issuer of the Marketable Securities between the time of the
Reorganization Event and maturity that would have required an adjustment as
described above, had it occurred with respect to eBay common stock or eBay.
Adjustment for these subsequent events will be as nearly equivalent as
practicable to the adjustments described above.
GENERAL
This Note is one of a duly authorized issue of Debt Securities of the
Company, issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of June 1, 2005 (the "Indenture"), among the Company, the
Guarantor, and The Bank of New York, as trustee (the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the holders of the SEQUINS, and the terms upon which the SEQUINS
are, and are to be, authenticated and delivered.
In case an Event of Default with respect to the SEQUINS shall have
occurred and be continuing, the principal of the SEQUINS may be declared due and
payable in the manner and with the effect provided in the Indenture. In such
case, the amount declared due and payable upon any acceleration permitted by the
Indenture will be determined by the calculation agent and will be equal to, with
respect to this Note, the Maturity Payment calculated as though the Stated
Maturity Date of this Note were the date of early repayment. In case of default
at Maturity of this Note, this Note shall bear interest, payable upon demand of
the beneficial owners of this Note in accordance with the terms of the SEQUINS,
from and after Maturity through the date
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when payment of such amount has been made or duly provided for, at the rate of
4.86% per annum on the unpaid amount (or the cash equivalent of such unpaid
amount) due.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company, the Guarantor and the rights of the holders of the Debt Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and a majority in aggregate principal amount of the Debt Securities at
the time Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Debt Securities of any series at the time Outstanding,
on behalf of the holders of all Debt Securities of such series, to waive
compliance by the Company and the Guarantor with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
The holder of this Note may not enforce such holder's rights pursuant to
the Indenture or the SEQUINS except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, or, failing which, the Guarantor
to pay the Maturity Payment with respect to this Note, and to pay any interest
on any overdue amount thereof at the time, place and rate, and in the coin or
currency, herein prescribed.
All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purposes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
CITIGROUP FUNDING INC.
By: /s/ Geoffrey S. Richards
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Name: Geoffrey S. Richards
Title: Vice President and
Assistant Treasurer
Corporate Seal
Attest:
By: /s/ Douglas C. Turnbull
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Name: Douglas C. Turnbull
Title: Assistant Secretary
Dated: October 27, 2005
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within-mentioned Indenture.
The Bank of New York,
as Trustee
By: /s/ Geovanni Barris
---------------------------------------------
Authorized Signatory