Exhibit 4.14
REGISTERED PRINCIPAL AMOUNT
OR FACE AMOUNT
NO. FX ___ CITIGROUP INC. CUSIP
MEDIUM-TERM SENIOR NOTE, SERIES A
(FIXED RATE)
Due Nine Months or More from the Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH
BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
Interest Rate Reset: The Interest Rate may not be changed prior to Stated
Maturity.
The Interest Rate may be changed prior to Stated Maturity (see
attached).
Optional Reset Dates (if applicable):
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of
Stated Maturity: Yes No
Final Maturity:
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
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CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received hereby promises to pay CEDE & Co. or registered assigns, (a) the
Principal Amount or, in the case of an Indexed Principal Note, the Face Amount
adjusted by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures (an "Index") as
described on the face hereof or in the Pricing Supplement attached hereto or
delivered herewith, in the Specified Currency on the Stated Maturity shown
above, or earlier if and to the extent so provided herein, and (b) to pay
accrued interest on the Principal Amount then outstanding (or in the case of an
Indexed Principal Note, the Face Amount, then outstanding) at the Interest Rate
shown above from the Original Issue Date shown above or from the most recent
date to which interest has been paid or duly provided for, semiannually in
arrears on the Interest Payment Dates specified on the face of this Note and at
Maturity, until, in either case, the Principal Amount then outstanding or the
Face Amount is paid or duly provided for in accordance with the terms hereof.
Interest on this Note, if any, will be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which (other than interest payable at Maturity)
shall be the date (whether or not a Business Day) fifteen calendar days
immediately preceding such Interest Payment Date, and, in the case of interest
payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be
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listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. If an Interest Payment Date with respect to
any Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; PROVIDED, HOWEVER, that any payment
required to be made in respect of such Note on a date (including the day of
Stated Maturity) that is not a Business Day for such Note need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment. However, if with respect to any
Note for which "Accrue to Pay" is specified on the face hereof, and any Interest
Payment Date with respect to such Fixed Rate Note would otherwise be a day that
is not a Business Day, such Interest Payment Date shall be postponed to the next
succeeding Business Day. Each payment of interest in respect of an Interest
Payment Date shall include interest accrued through the day before such Interest
Payment Date.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in (a) The City of New
York or (b) if the Specified Currency shown above (as defined below) is other
than U.S. dollars, the financial center of the country issuing such Specified
Currency (which, in the case of the Euro, shall be Brussels, Belgium).
If this Note is an Amortizing Note as shown on the face hereof, a
portion or all the principal amount of the Note is payable prior to Stated
Maturity in accordance with a schedule, by application of a formula, or by
reference to an index (as described above).
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government
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of the country issuing such currency or for the settlement of transactions by
public institutions or within the international banking community, then the
Holder hereof may not so elect to receive payments in the Specified Currency,
and any such outstanding election shall be automatically suspended, and payments
shall be in U.S. dollars, until the Company determines that the Specified
Currency is again available for making such payments.
Payments of interest in U.S. dollars (other than interest payable
at Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date, PROVIDED, that, if the Holder hereof is the Holder
of U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes of like tenor and term, such U.S. dollar interest
payments will be made by wire transfer of immediately available funds, but
only if appropriate wire transfer instructions have been received in writing
by the Trustee not less than fifteen calendar days prior to the applicable
Interest Payment Date. Simultaneously with any election by the Holder hereof
to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder shall provide appropriate wire transfer
instructions to the Trustee and all such payments will be made by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States. The principal hereof and any
premium and interest hereon payable at Maturity will be paid in immediately
available funds upon surrender of this Note at the corporate trust office or
agency of the Trustee located in the City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
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IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
CITIGROUP INC.
By
----------------------------
Authorized Officer
[Seal]
Attest
-------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By
----------------------------
Authorized Signatory
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(Reverse of Security)
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES A
(FIXED RATE)
GENERAL
This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of March 15, 1987, as amended (the "Indenture")
between the Company and The Bank of New York, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture) to which indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The U.S. dollar equivalent of the public offering price or purchase
price of Notes denominated in currencies other than U.S. dollars will be
determined by the Company or its agent, as exchange rate agent for the Notes
(the "Exchange Rate Agent") on the basis of the noon buying rate in New York
City for cable transfers in foreign currencies as certified for customs purposes
by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
currencies on the applicable issue dates.
Unless otherwise specified above, the authorized denominations of
Notes denominated in U.S. dollars will be U.S.$1,000 and any larger amount
that is an integral multiple of U.S.$1,000. The authorized denominations of
Notes denominated in a currency other than U.S. dollars will be as set forth
on the respective faces thereof.
Each Registered Note will be issued initially as either a Book-Entry
Note or, if so specified above, a Certificated Note. Book-Entry Notes will not
be exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
FIXED RATE NOTES
This Note will bear interest from its Original Issue Date, or from the
last Interest Payment Date to which interest has been paid or duly provided for,
at the
Interest Rate stated on the face hereof until the principal amount hereof is
paid or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Maturity," and except that if so
specified in the attached Pricing Supplement, the rate of interest payable may
be subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will be
payable semiannually in arrears on the Interest Payment Dates set forth above
and at Stated Maturity. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; PROVIDED, HOWEVER, that any payment required to be
made in respect of such Note on a date (including the day of Stated Maturity)
that is not a Business Day for such Note need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on such date, and no additional interest shall accrue as a result of such
delayed payment. However, if with respect to any Note for which "Accrue to Pay"
is specified on the face hereof, and any Interest Payment Date with respect to
such Fixed Rate Note would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day.
Each payment of interest in respect of an Interest Payment Date shall include
interest accrued through the day before such Interest Payment Date.
Each payment of interest in respect of an Interest Payment Date shall
include interest accrued through the day before such Interest Payment Date.
Unless otherwise specified herein, interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months ("30 over 360").
SUBSEQUENT INTEREST PERIODS
If so specified on the face hereof, the Interest Rate on this Note
may be reset by the Company on the date or dates specified on the face hereof
(each an "Optional Reset Date"). Not later than 40 days prior to each
Optional Reset Date, the Trustee will mail to the Holder of this Note a
notice (the "Reset Notice"), first class, postage prepaid, indicating whether
the Company has elected to reset the Interest Rate, and if so, (i) such new
Interest Rate and (ii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date, or, if
there is no such next Optional Reset Date, to the Stated Maturity of this
Note (each such period, a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or
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prices at which such redemption may occur during the Subsequent Interest
Period. Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the Interest Rate
provided for in the Reset Notice and establish a higher Interest Rate for
the Subsequent Interest Period by causing the Trustee to mail notice of
such higher Interest Rate to the Holder of this Note. Such notice shall
be irrevocable. All Registered Notes with respect to which the Interest
Rate is reset on an Optional Reset Date will bear such higher Interest Rate.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
INDEXED NOTES
If this Note is an Indexed Principal Note, then the principal
amount payable at Stated Maturity or earlier redemption or retirement, is
determined by reference to the amount designated on the face hereof as the
Face Amount of this Note and by reference to the Index as described on the
face hereof. If this Note is an Indexed Principal Note, the principal amount
payable at Stated Maturity or any earlier redemption or repayment of this
Note may be different from the Face Amount. If the determination of the
Index is calculated or announced by a third party, which may be an affiliate
of the Company, and such third party either suspends the calculation or
announcement of such Index or changes the basis upon which such Index is
calculated (other than changes consistent with policies in effect at the time
this Note was issued and permitted changes described on the face hereof),
then such Index shall be calculated for this Note's purposes by another third
party, which may be an affiliate of the Company, selected by the Company
subject to the same conditions and controls as applied to the original third
party. If for any reason such Index cannot be calculated on the same basis
and subject to the same conditions and controls as applied to the original
third party, then indexed interest payments, if any, or any indexed principal
amount of this Note shall be calculated in the manner described on the face
hereof. Any
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determination of such third party shall, in the absence of manifest error, be
binding on all parties.
SPECIFIED CURRENCY
If the Specified Currency is other than U.S. dollars, the amount of
any U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All
currency exchange costs will be borne by the Holders of such Notes by
deductions from such payments. If no such bid quotations are available, then
such payments will be made in the Specified Currency, unless the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph.
PAYMENTS IN CURRENCIES OTHER THAN THE SPECIFIED CURRENCY
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such
currency is again available or so used. The amount so payable on any date in
such foreign currency shall be converted into U.S. dollars on the basis of
the most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof. Any payment made under such
circumstances in U.S. dollars will not constitute an Event of Default under
the Indenture.
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In the event of an official redenomination of the Specified
Currency of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such
Specified Currency that is a composite currency), the obligations of the
Company with respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for the payment of that
amount of redenominated currency representing the amount of such obligations
immediately before such redenomination. This Note does not provide for any
adjustment to any amount payable under this Note as a result of (i) any
change in the value of the Specified Currency hereof relative to any other
currency due solely to fluctuations in exchange rates or (ii) any
redenomination of any component currency of any composite currency (unless
such composite currency is itself officially redenominated). In the event of
European Monetary Union, the procedures described in this paragraph shall not
apply, and the obligations of the Company with respect to payments on this
Note shall instead be determined as set forth in the following paragraph.
Stage III of the European Economic and Monetary Union ("Stage III") is
presently scheduled to commence on January 1, 1999 for those member states of
the European Union that satisfy the economic convergence criteria set forth in
the Treaty on European Union. On March 25, 1998, the European Commission
officially recommended that eleven of the member states of the European Union be
allowed to participate in Stage III; these eleven member states are Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal and Spain (collectively, the "Participating Member States"). It is
possible that additional member states of the European Union may participate in
Stage III after January 1, 1999, in which case each such additional member state
will also become a "Participating Member State." Certain of the foreign
currencies in which this Note may be denominated or payments in respect of this
Note may be due or by which amounts due on the Notes may be calculated may be
issued by Participating Member States (each such country, a "Relevant
Jurisdiction" with respect to such Note). Stage III includes the introduction
of a new legal currency (the "Euro") which will be legal tender in the
Participating Member States, existing in parallel with the present national
currency of each Participating Member State. It is currently anticipated that
on and after January 1, 2002, the national currencies of Participating Member
States will cease to exist and the sole legal tender in such States will be the
Euro. It is anticipated that the European Union will adopt regulations or other
legislation providing specific rules for the introduction of the Euro in
substitution for the respective national currencies of Participating Member
States, which regulations or legislation may be supplemented by legislation of
the individual member states. The
4
laws and regulations of the European Union (and, if any, of such Relevant
Jurisdiction) relating to the Euro implemented pursuant to or by virtue of the
Treaty on European Union may apply to this Note and the Indenture. Such laws
and regulations, and future market conventions applicable in the European Union
to securities similar to this Note, may be inconsistent in varying degrees with
the terms and conditions of this Note. To the extent that references in the
Indenture governing this Note or in the terms and conditions of this Note, to
any business day, day-count, day-count fraction or other convention shall be
inconsistent with such European Union laws, regulations or market conventions
that are applicable to securities similar to this Note held in international
clearing systems, the Company, in its discretion (but after consultation with
the Trustee, and with any principal paying agent located in a European Union
member state), may amend such references and terms and conditions to be in
harmony with, or to otherwise comply with, such laws, regulations and/or market
conventions. Any such amendment shall be effected without the necessity of
obtaining the consent of the Holder of this Note.
If, following the commencement of Stage III by a Relevant
Jurisdiction, the Company has the option, pursuant to applicable law, to make
payments of principal of, or interest on or any other amounts in respect of,
this Note in either the current national currency of a Relevant Jurisdiction or
Euro, the Company will make such payments in such national currency or Euro at
its sole discretion. To the extent that the introduction of the Euro
necessitates the rounding up or down of certain amounts or quotations expressed
in Euro with respect to this Note, such rounding will be made in conformity with
prevailing market conventions in the European Union or, in the absence of an
applicable market convention, to the nearest Euro cent.
The circumstances and consequences described in this paragraph and any
resultant amendment to the terms and conditions of this Note will not entitle
any Holder hereof (i) to any legal remedy, including, without limitation,
redemption, rescission, notice, repudiation, adjustment or renegotiation of the
terms and conditions of this Note or the Indenture, or (ii) to raise any defense
or make any claim (including, without limitation, claims of breach, force
majeure, frustration of purpose or impracticability) or any other claim for
compensation, damages or any other relief.
DUAL CURRENCY NOTES
If this Note is specified on the face hereof as a Dual Currency Note,
the Company may have a one time option, exercisable on one or more dates (each
an
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"Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a
"Tranche"), of thereafter making all payments of principal, premium, if any,
and interest (which payments would otherwise be made in the Specified
Currency of such Notes) in an optional currency (the "Optional Payment
Currency").
If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified in the applicable Pricing Supplement. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, in which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
RENEWABLE NOTES
If this Note is specified on the face hereof as a Renewable Note, this
Note will mature on an Interest Payment Date occurring in or prior to the
twelfth month following the Original Issue Date of this Note (the "Initial
Maturity Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof) prior to the Initial Maturity Date of a this Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth month (or in the
last month of each Special Election Interval) after such Initial Renewal Date
(each, together with the Initial Renewal Date, a "Renewal Date"), the term of
this Note may be extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is specified on the face hereof, the
last month in a period equal to twice the Special Election Interval) after such
Renewal Date, if the Holder of this Note elects to extend the term of this Note
or any portion thereof as described below. If the Holder does not elect to
extend the term of any portion of the principal amount of this Note during the
specified period prior to any Renewal Date, such portion will become due and
payable on the Interest Payment Date occurring in the sixth month
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(or the last month in the Special Election Interval) after such Renewal Date
(the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof and then only in such principal amount, or any integral multiple in
excess thereof, as is specified on the face hereof. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof.
If the Holder does not elect to renew the term, this Note must be
presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, a replacement Renewable Note, in a principal amount equal
to the principal amount of such exchanged Note for which the election to renew
was made, with terms identical to the exchanged Note.
EXTENSION OF MATURITY
If so specified on the face hereof, the Maturity of this Note may be
extended at the option of the Company for the period or periods of whole years
specified on the face hereof (each an "Extension Period") up to but not beyond
the date (the "Final Maturity") set forth on the face hereof. If the Company
exercises such option, the Trustee will mail to the Holder of this Note not
later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the
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Trustee's mailing of the Extension Notice, the Maturity of this Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms as prior
to the mailing of such Notice. Notwithstanding the foregoing, not later than
20 days prior to the old Stated Maturity of this Note, the Company may, at
its option, revoke the Interest Rate provided for in the Extension Notice and
establish a higher Interest Rate for the Extension Period by causing the
Trustee to mail notice of such higher Interest Rate, first class, postage
prepaid to the Holder of this Note. Such notice shall be irrevocable. All
Registered Notes with respect to which the Maturity is extended will bear
such higher Interest Rate.
If the Company extends the Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old
Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such old
Stated Maturity once the Company has extended the Maturity hereof, the Holder
must follow the procedures set forth below for optional repayment, except
that the period for delivery of this Note or notification to the Trustee
shall be at least 25 but not more than 35 days before such old Stated
Maturity, and except that if the Holder has tendered this Note for repayment
pursuant to an Extension Notice, the Holder may, by written notice to the
Trustee, revoke such tender for repayment until the close of business on the
tenth calendar day before the old Stated Maturity.
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
If so specified on the face hereof, the Company may, at its option,
redeem this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. Unless otherwise stated on the face hereof, the Trustee shall mail to
the Holder a notice of such redemption at least 30 days prior to the date of
redemption. Unless otherwise stated herein, the Company may exercise such
option with respect to a redemption of this Note in part only by notifying
the Trustee for this Note at least 45 days prior to any Optional Redemption
Date. In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof will be issued to the Holder hereof
upon the cancellation hereof.
8
If so specified on the face hereof, this Note will be repayable prior
to Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof at the Optional Repayment Prices shown on the face hereof,
together with interest accrued to the date of repayment. In order for this Note
to be repaid, the Trustee must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised hereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised
by the Holder of this Note for less than the entire principal amount of the
Note, PROVIDED, that the principal amount of this Note remaining outstanding
after repayment is an authorized denomination. Upon such partial repayment,
this Note shall be canceled and a new Note or Notes for the remaining principal
amount hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an
OID Note, the amount payable in the event of redemption or repayment prior to
the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price) shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repayment, as the case
may be. The Amortized Face Amount of this Note on any date shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus (ii)
that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the Bond
Yield to Maturity set forth on the face hereof or (y) if so specified, the
9
Bond Yield to Call set forth on the face hereof (computed in each case in
accordance with generally accepted United States bond yield computation
principles), PROVIDED, HOWEVER, that in no event shall the Amortized Face
Amount of a Note exceed its stated principal amount. The Bond Yield to Call
listed on the face of this Note shall be computed on the basis of the first
occurring Optional Redemption Date with respect to such Note and the amount
payable on such Optional Redemption Date. In the event that such Note is not
redeemed on such first occurring Optional Redemption Date, the Bond Yield to
Call with respect to such Note shall be recomputed on such Optional Redemption
Date on the basis of the next occurring Optional Redemption Date and the amount
payable on such Optional Redemption Date, and shall continue to be so recomputed
on each succeeding Optional Redemption Date until the Note is so redeemed.
The Company may at any time purchase Notes at any price in the open
market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or surrendered to the Trustee
for such Notes for cancellation.
OTHER TERMS
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Person surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
the City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
10
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed,
stolen or lost and this Note or evidence of the loss, theft, or destruction
hereof (together with such indemnity and such other documents or proof as may
be required by the Company or the Trustee) shall be delivered to the
principal corporate trust office of the Trustee, a new Note of like tenor and
principal amount will be issued by the Company in exchange for, or in lieu
of, this Note. All expenses and reasonable charges associated with procuring
such indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company 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 and the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
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 the Debt Securities of
such series, to waive compliance by the Company 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 Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Note except as provided in the Indenture. No reference
herein to the
11
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and the coin or currency, herein prescribed.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
12
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT ________ Custodian___________
TEN ENT -as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT ENT - as joint tenants with
right of survivorship _________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list
-------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay $____ principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Michelle Russo, New York,
New York 10286.
Dated: _____________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Print or Type Name and Address Including Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------- attorney
to transfer such Note on the books of Citigroup Inc., with full power of
substitution in the premises.
_____________________________________________
Dated:______________________ Signature
_____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the Note in every
particular, without alteration of enlargement
or any change whatsoever
REGISTERED PRINCIPAL AMOUNT
OR FACE AMOUNT
NO. FL ___________ CITIGROUP INC. CUSIP
MEDIUM-TERM SENIOR NOTE, SERIES A
(FLOATING OR INDEXED RATE)
Due Nine Months or More from the Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH
BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: CD Rate Commercial Rate Federal Funds Rate
LIBOR Telerate LIBOR Reuters Treasury Rate
Treasury Rate Prime Rate J.J. Kenny Rate
Constant Maturity
Eleventh District Cost of Funds Rate Other (see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
Floating Rate: Indexed Interest (see attached)
Rate:
Spread Multiplier: Spread (+/-):
Spread Reset: The Spread or Spread Multiplier may not
be changed prior to Stated Maturity.
The Spread or Spread Multiplier may be
changed prior to Stated Maturity (see
attached).
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest
Rate:
Inverse Floating Rate Note: Yes (see attached) No
Initial Fixed Interest Rate: Reset Fixed Reference
Rate:
Floating Rate / Fixed Rate Note: Yes (see attached) No
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment
Prices:
Optional Extension of Stated Maturity: Yes No
2
Final Maturity:
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Initial Maturity Date: Special Election Interval
(if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
3
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company") for value
received hereby promises to pay CEDE & Co. or registered assigns, (a) the
Principal Amount or, in the case of an Indexed Principal Note, the Face
Amount adjusted by reference to prices, changes in prices, or differences
between prices, of securities, currencies, intangibles, goods, articles or
commodities or by such other objective price, economic or other measures (an
"Index") as described above or in the Pricing Supplement attached hereto or
delivered herewith, in the Specified Currency on the Stated Maturity shown
above, or earlier if and to the extent so provided herein, and (b) to pay
accrued interest on the Principal Amount then outstanding (or, in the case of
an Indexed Principal Note, the Face Amount then outstanding): (i) if this is
a Floating Rate Note, at the Initial Interest Rate shown above from the
Original Issue Date shown above until the first Interest Reset Date shown
above following the Original Issue Date and thereafter at the Base Rate shown
above, adjusted by the Spread or Spread Multiplier, if any, shown above,
determined in accordance with the provisions hereof, (ii) if this is an
Indexed Rate Note, at a rate determined by reference to an Index as described
herein, (iii) if this is an Inverse Floating Rate Note, at the Initial
Interest Rate shown above from the Original Issue Date shown above until the
first Interest Reset Date shown above following the Original Issue Date and
thereafter at the Inverse Floating Rate, as determined in accordance with the
provisions hereof, or (iv) if this is a Floating Rate/Fixed Rate Note, at a
rate determined as described herein, until, in each case, the Principal
Amount or the Face Amount is paid or duly provided for in accordance with the
terms hereof. The interest so payable, and punctually paid or duly provided
for, on each Interest Payment Date specified herein will, as provided in the
Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which, in the
case of any Interest Payment Date shall be the date (whether or not a
Business Day), fifteen calendar days immediately preceding such Interest
Payment Date and, in the case of interest payable at Stated Maturity shall be
the Stated Maturity of this Note. Notwithstanding the foregoing, if this
Note is issued between a Regular Record Date and the related Interest Payment
Date, the interest so payable for the period from the Original Issue Date to
such Interest Payment Date shall be paid on the next succeeding Interest
Payment Date to the Registered Holder hereof on the related Regular Record
Date. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Registered Holder hereof on such Regular
Record Date and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee (referred to on the reverse hereof), notice whereof shall be
given to Holders of Notes not less than ten days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is (i) not a day on which banking institutions are
authorized or required by law or
4
regulation to be closed in (a) The City of New York or (b) if the Specified
Currency shown above (as defined below) is other than U.S. dollars, the
financial center of the country issuing the Specified Currency (which, in the
case of the Euro, shall be Brussels, Belgium) and (ii) if the Base Rate
specified above is LIBOR, a London Banking Day. "London Banking Day" means any
day on which dealings in deposits in the Specified Currency are transacted in
the London interbank market.
If this Note is an Amortizing Note as shown on the face hereof, a
portion or all the principal amount of the Note is payable prior to Stated
Maturity in accordance with a schedule, by application of a formula, or by
reference to an index (as described above).
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
Payments of interest in U.S. dollars (other than interest payable
at Maturity) will be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register on the
applicable Record Date, PROVIDED, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S.
dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes of like tenor and term, such U.S. dollar interest
payments will be made by wire transfer of immediately available funds, but
only if appropriate wire transfer instructions have been received in writing
by the Trustee not less than fifteen calendar days prior to the applicable
Interest Payment Date. Simultaneously with any election by the Holder hereof
to receive payments in respect hereof in the Specified Currency (if other
than U.S. dollars), such Holder shall provide appropriate wire transfer
instructions to the Trustee and all such payments will be made by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States. The principal hereof and any
premium and interest hereon payable at Maturity will be paid in immediately
available funds upon surrender of this
5
Note at the corporate trust office or agency of the Trustee located in the City
and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
6
IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.
Dated:
CITIGROUP INC.
By
------------------------------------
Authorized Officer
[Seal]
Attest
---------------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By
-----------------------------------
Authorized Signatory
7
(REVERSE OF SECURITY)
CITIGROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES A
(FLOATING OR INDEXED RATE)
GENERAL
This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of March 15, 1987, as amended (the "Indenture")
between the Company and The Bank of New York, as trustee (the "Trustee," which
term includes any successor Trustee under the Indenture) to which indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The U.S. dollar equivalent of the public offering price or purchase
price of Notes denominated in currencies other than U.S. dollars will be
determined by the Company or its agent, as exchange rate agent for the Notes
(the "Exchange Rate Agent") on the basis of the noon buying rate in New York
City for cable transfers in foreign currencies as certified for customs purposes
by the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
currencies on the applicable issue dates.
Unless otherwise specified above, the authorized denominations of
Notes denominated in U.S. dollars will be U.S.$1,000 and any larger amount
that is an integral multiple of U.S.$1,000. The authorized denominations of
Notes denominated in a currency other than U.S. dollars will be as set forth
on the respective faces thereof.
Each Registered Note will be issued initially as either a Book-Entry
Note or, if so specified above, a Certificated Note. Book-Entry Notes will not
be exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
FLOATING RATE NOTES
Unless otherwise specified on the face hereof, if this Note is a
Floating Rate Note, this Note will bear interest from its Original Issue Date to
the first Interest Reset Date (as defined below) at the Initial Interest Rate
set forth on the face hereof. Thereafter, the interest rate hereon for each
Interest Reset Period (as defined below) will be determined by reference to the
Base Rate specified on the face hereof, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, specified on the face hereof. The
Base Rates that may be specified on the face hereof are LIBOR, the Commercial
Paper Rate, the Treasury Rate, the Federal Funds Rate, the CD Rate, the Prime
Rate, the J.J. Kenny Rate, the Eleventh District Cost of Funds Rate or any
other Base Rate specified on the face hereof. "H.15(519)" means the publication
entitled "Statistical Release H.15(519), Selected Interest Rates" or any
successor publication, published by the Board of Governors of the Federal
Reserve System.
As specified on the face hereof, this Note may also have either or
both of the following (in each case expressed as a rate per annum on a simple
interest basis): (i) a maximum limitation, or ceiling, on the rate at which
interest may accrue during any interest period ("Maximum Interest Rate") and
(ii) a minimum limitation, or floor, on the rate at which interest may accrue
during any interest period ("Minimum Interest Rate"). In addition to any
Maximum Interest Rate that may be specified on the face hereof, the interest
rate will in no event be higher than the maximum rate permitted by applicable
law, as the same may be modified by United States law of general application.
The Company will appoint, and enter into an agreement with, agents
(each, a "Calculation Agent") to calculate interest rates on this Note. All
determinations of interest rates by the Calculation Agent shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder
hereof. Unless otherwise specified on the face hereof, The Bank of New York
shall be the Calculation Agent for this Note. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date.
The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof, and the first day of each Interest Reset
Period being an "Interest Reset Date"). Unless otherwise specified on the face
hereof, the Interest Reset Dates will be, if this Note resets daily, each
Business Day; if this Note (unless this Note is a Treasury Rate Note) resets
weekly, Wednesday of each week; if this Note is a Treasury Rate Note that resets
weekly, Tuesday of each week (except as provided below under "Determination of
Treasury Rate"); if this Note resets monthly, the third Wednesday of each month
(with the exception of monthly reset Eleventh District Cost of Funds Rate Notes,
which reset on the first calendar day of each month); if this Note resets
quarterly, the third Wednesday of March, June, September and December of each
year; if this Note resets semiannually, the third Wednesday of the two months of
each year specified on the face hereof; and if this Note resets annually, the
third Wednesday of the month of each year specified on the face hereof. If an
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day. If an auction of direct
obligations of United States Treasury Bills falls on a day that is an Interest
Reset Date for Treasury Rate Notes, the Interest Reset Date shall be the
succeeding Business Day.
Unless otherwise specified on the face hereof, the interest payable
hereon on each Interest Payment Date shall be the interest accrued from and
including the Original Issue Date or
1
the last date to which interest has been paid, as the case may be, to but
excluding such Interest Payment Date, PROVIDED, HOWEVER, that if the interest
rate is reset daily or weekly, the interest payable hereon shall be the interest
accrued from and including the Original Issue Date or the last date to which
interest has been accrued and paid, as the case may be, to but excluding the
Record Date immediately preceding such Interest Payment Date, except that, at
Maturity, the interest payable will include interest accrued to, but excluding,
the date of Maturity.
If more than one Interest Reset Date occurs during any period for
which accrued interest is being calculated, accrued interest shall be calculated
by multiplying the principal amount hereof (or if this Note is an Indexed
Principal Note, the Face Amount specified on the face hereof) by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places without rounding) for each such day is
computed, unless otherwise specified on the face hereof, by dividing the
interest rate in effect on such day by 360 if the Base Rate specified on the
face hereof is the Commercial Paper Rate, the Federal Funds Rate, the CD Rate,
the J.J. Kenny Rate, the Prime Rate, the Eleventh District Cost of Funds Rate or
LIBOR, or by the actual number of days in the year, if the Base Rate specified
on the face hereof is the Treasury Rate. In all other cases, accrued interest
shall be calculated by multiplying the principal amount hereof (or if this Note
is an Indexed Principal Note, the Face Amount specified on the face hereof) by
the interest rate in effect during the period for which accrued interest is
being calculated, and multiplying that product by the quotient obtained by
dividing the number of days in the period for which accrued interest is being
calculated by 360 if the Base Rate specified on the face hereof is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate the J.J. Kenny Rate,
the prime Rate, the Eleventh District cost of Funds Rate or LIBOR, or by the
actual number of days in the year, if the Base Rate specified on the face hereof
is the Treasury Rate. For purposes of making the foregoing calculations, the
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date.
Unless otherwise specified on the face hereof, all percentages
resulting from any calculation of the rate of interest hereof will be rounded,
if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all currency amounts
used in or resulting from such calculation will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upward).
Unless otherwise specified on the face hereof, interest will be
payable, if this Note resets daily, weekly or monthly (other than Eleventh
District Cost of Funds Rate Notes), on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year, as
specified on the face hereof or, in the case of Eleventh District Cost of Funds
Rate Notes, on the first calendar day of each March, June, September and
December; if this Note resets quarterly, on the third Wednesday of March, June,
September and December of each year; if this Note resets semiannually, on the
third Wednesday of the two months of each year specified on the face hereof; and
if this Note resets annually, on the third Wednesday of the
2
month of each year specified on the face hereof, and in each case at Maturity
(each such day being an "Interest Payment Date"). If an Interest Payment Date
would otherwise fall on a day that is not a Business Day, such Interest Payment
Date shall be postponed to the next succeeding Business Day, except that, if the
Base Rate specified on the face hereof is LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day, PROVIDED, HOWEVER, if with respect to any
Note for which "Accrue to Pay" is not specified on the face hereof, if an
Interest Payment Date with respect to such Note would otherwise be a day that is
not a Business Day, such Interest Payment Date shall not be postponed; PROVIDED,
FURTHER, that any payment required to be made in respect of a Note that does not
Accrue to Pay on a date (including the day of Stated Maturity) that is not a
Business Day for such Note need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
dates, and no additional interest shall accrue as a result of such delayed
payment.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading below.
DETERMINATION OF CD RATE
If the Base Rate specified on the face hereof is the CD Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and the Spread or Spread Multiplier, if
any, specified on the face hereof. The "CD Rate" for each Interest Reset Period
shall be the rate as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "CD Rate Determination Date") for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "CDs (Secondary Market)." In the
event that such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Date (as defined below) pertaining to such CD Rate Determination
Date, then the "CD Rate" for such Interest Reset Period will be the rate on such
CD Rate Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 p.m. Quotations for
U.S. Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or Composite
Quotations, then the "CD Rate" for such Interest Reset Period will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on such CD Rate
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money center
banks of the highest credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index Maturity on the face
hereof in a denomination of $5,000,000, PROVIDED, HOWEVER, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered rates as
mentioned in this sentence, the CD Rate for such Interest Reset
3
Period will be the same as the CD Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the Initial
Interest Rate).
The "Calculation Date" pertaining to any CD Rate Determination Date
shall be the tenth calendar day after such CD Rate Determination Date or, if
such day is not a Business Day, the next succeeding Business Day.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Base Rate shown on the face hereof is the Commercial Paper
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Commercial Paper Rate and the
Spread or Spread Multiplier, if any, specified on the face hereof. The
"Commercial Paper Rate" for each Interest Reset Period will be determined by the
Calculation Agent as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "Commercial Paper Rate Determination Date")
and shall be the Money Market Yield (as defined below) on such Commercial Paper
Rate Determination Date of the rate for commercial paper having the Index
Maturity specified on the face hereof, as such rate shall be published in
H.15(519) under the heading "Commercial Paper." In the event that such rate is
not published prior to 3:00 p.m., New York City time, on the tenth calendar day
after such Commercial Paper Rate Determination Date or, if such day is not a
Business Day, the next succeeding Business Day, (the "Calculation Date") then
the Commercial Paper Rate for such Interest Reset Period shall be the Money
Market Yield on such Commercial Paper Rate Determination Date of the rate for
commercial paper of the Index Maturity specified on the face hereof as published
in Composite Quotations under the heading "Commercial Paper." If by 3:00 p.m.,
New York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or Composite Quotations, then the "Commercial Paper Rate" for
such Interest Reset Period shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 a.m., New York City time, on such
Commercial Paper Rate Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper of the Index Maturity specified on the face hereof placed for an
industrial issuer whose bonds are rated "AA" or the equivalent by a nationally
recognized rating agency, PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned in
this sentence, the "Commercial Paper Rate" for such Interest Reset Period will
be the same as the Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the Initial
Interest Rate).
"Money Market Yield" shall be the yield calculated in accordance with
the following formula:
D x 360
Money Market Yield = ------------------ X 100
360 - (D x M)
4
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof.
The "Calculation Date" pertaining to any Commercial Paper Rate
Determination Date shall be the tenth calendar day after such Commercial Paper
Rate Determination Date or, if such day is not a Business Day, the next
succeeding Business Day.
DETERMINATION OF FEDERAL FUNDS RATE
If the Base Rate specified on the face hereof is the Federal Funds
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate and Spread or
Spread Multiplier, if any, specified on the face hereof. The "Federal Funds
Rate" for each Interest Reset Period shall be the effective rate on the Interest
Reset Date for such Interest Reset Period (a "Federal Funds Rate Determination
Date") for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." In the event that such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date (as defined below) pertaining
to such Federal Funds Rate Determination Date, the "Federal Funds Rate" for such
Interest Reset Period shall be the rate on such Federal Funds Rate Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 p.m., New York City time, on such Calculation
Date, such rate is not yet published in either H.15(519) or Composite
Quotations, then the "Federal Funds Rate" for such Interest Reset Period shall
be the rate on such Federal Funds Rate Determination Date made publicly
available by the Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal Funds (Effective),"
PROVIDED, HOWEVER, that if such rate is not made publicly available by the
Federal Reserve Bank of New York by 3:00 p.m., New York City time, on such
Calculation Date, the "Federal Funds Rate" for such Interest Reset Period will
be the same as the Federal Funds Rate in effect for the immediately preceding
Interest Reset Period (or, if there is no such Interest Reset Period, the
Initial Interest Rate). If this Note resets daily, the interest rate on this
Note for the period from and including a Monday to but excluding the succeeding
Monday will be reset by the Calculation Agent on such second Monday (or, if not
a Business Day, on the next succeeding Business Day) to a rate equal to the
average of the Federal Funds Rates in effect with respect to each such day in
such week.
The "Calculation Date" pertaining to any Federal Funds Rate
Determination Date shall be the next succeeding Business Day.
DETERMINATION OF LIBOR
If the Base Rate specified on the face hereof is LIBOR, this Note will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to LIBOR and the Spread or Spread Multiplier, if any, specified
on the face hereof. "LIBOR" for each Interest Reset Period will be determined
by the Calculation Agent as follows:
5
(1) On the second London Banking Day prior to the Interest Reset Date
for such Interest Reset Period (a "LIBOR Determination Date"), the
Calculation Agent for such LIBOR Note will determine the offered rates for
deposits in the Specified Currency for the period of the Index Maturity
specified on the face hereof, commencing on such Interest Reset Date,
which appear on the Designated LIBOR Page at approximately 11:00 a.m.,
London time, on such LIBOR Determination Date. "Designated LIBOR Page"
means either (a) if "LIBOR Telerate" is designated on the face hereof, the
display designated as page "3750" on the Bridge Telerate Service (or such
other page as may replace page "3750" on such service or such other service
as may be nominated by the British Bankers' Association for the purpose of
displaying the London interbank offered rates of major banks) or (b) if
"LIBOR Reuters" is designated on the face hereof, the display designated
as page "LIBO" on the Reuters Monitor Money Rates Service (or such other
page as may replace the LIBO page on such service or such other service
as may be nominated by the British Bankers' Association for the purpose
of displaying London interbank offered rates of major banks). If neither
LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR
will be determined as if LIBOR Telerate had been specified. If at least
two such offered rates appear on the Designated LIBOR Page, "LIBOR" for
such Interest Reset Period will be the arithmetic mean of such offered
rates as determined by the Calculation Agent for such LIBOR Note.
(2) If LIBOR cannot be determined as described above (either because
the Designated LIBOR Page is no longer available or because fewer than two
offered rates appear on the Designated LIBOR Page on such LIBOR
Determination Date), the Calculation Agent will request the principal
London offices of each of four major banks in the London interbank market
selected by the Calculation Agent to provide the Calculation Agent with its
offered quotations for deposits in the Specified Currency for the period of
the Index Maturity specified on the face hereof, commencing on such
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Determination Date and
in a principal amount equal to an amount of not less than $1,000,000 or the
approximate equivalent thereof in the Specified Currency that is
representative of a single transaction in such market at such time. If at
least two such quotations are provided, "LIBOR" for such Interest Reset
Period will be the arithmetic mean of such quotations. If fewer than two
such quotations are provided, "LIBOR" for such Interest Reset Period will
be the arithmetic mean of rates quoted by three major banks in The City of
New York selected by the Calculation Agent at approximately 11:00 a.m., New
York City time, on such LIBOR Determination Date for loans in the Specified
Currency to leading European banks for the period of the Index Maturity
specified on the face hereof, commencing on such Interest Reset Date, and
in a principal amount
6
equal to an amount of not less than $1,000,000 or the approximate
equivalent thereof in the Specified Currency that is representative of a
single transaction in such market at such time, PROVIDED, HOWEVER, that if
fewer than three banks selected as aforesaid by the Calculation Agent are
quoting rates as mentioned in this sentence, "LIBOR" for such Interest
Reset Period will be the same as LIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
DETERMINATION OF TREASURY RATE
If the Base Rate specified on the face hereof is the Treasury Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof. Unless "Treasury Rate
Constant Maturity" is specified on the face hereof, The "Treasury Rate" for each
Interest Reset Period will be the rate for the auction held on the Treasury Rate
Determination Date (as defined below) for such Interest Reset Period of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof, as published in H.15(519) under the heading "U.S.
Government Securities-Treasury bills-auction average (investment)" or, if not so
published by 3:00 p.m., New York City time, on the tenth calendar day after such
Treasury Rate Determination Date (or, if such day is not a Business Day, the
next succeeding Business Day) (the "Calculation Date"), the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) on such Treasury Rate Determination
Date as otherwise announced by the United States Department of the Treasury. In
the event that the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held on such Treasury Rate Determination Date, then the "Treasury
Rate" for such Interest Reset Period shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates as of approximately
3:30 p.m., New York City time, on such Treasury Rate Determination Date, of
three leading primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof, PROVIDED, HOWEVER,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned in this sentence, then the "Treasury Rate" for
such Interest Reset Period will be the same as the Treasury Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
The "Treasury Rate Determination Date" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such Interest
Reset Period falls on which Treasury bills would normally be auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If,
7
as the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Rate Determination Date pertaining to the
Interest Reset Period commencing in the next succeeding week. If an auction
date shall fall on any day that would otherwise be an Interest Reset Date for a
Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall
instead be the Business Day immediately following such auction date.
If "Constant Maturity" is specified in the applicable
Pricing Supplement, the "Treasury Rate" for each Interest Reset Period will be
the rate that is set forth in the Federal Reserve Board publication H.15(519)
opposite the caption "U.S. Government/Securities/Treasury Constant Maturities/"
in the Index Maturity with respect to the applicable Constant Maturity Treasury
Rate Determination Date (as defined below). If the H.15(519) is not published,
the "Treasury Rate" shall be the rate that was set forth on
Telerate Page 7055, or its successor page (as determined by the Calculation
Agent), on the applicable Constant Maturity Treasury Rate Determination Date
opposite the applicable Index Maturity. If no such rate is set forth, then the
Treasury Rate for such Interest Reset Period shall be established by the
Calculation Agent as follows. The Calculation Agent will contact the Federal
Reserve Board and request the Treasury Rate, in the applicable Index Maturity,
for the Constant Maturity Treasury Rate Determination Date. If the Federal
Reserve Board does not provide such information, then the Treasury Rate for such
Interest Reset Date will be the arithmetic mean of bid-side quotations,
expressed in terms of yield, reported by three leading U.S. government
securities dealers (one or more of which may be an Agent), according to their
written records, as of 3:00 p.m. (New York City time) on the Constant Maturity
Treasury Rate Determination Date, for the noncallable U.S. Treasury Note that is
nearest in maturity to the Index Maturity, but not less than exactly the Index
Maturity and for the noncallable U.S. Treasury Note that is nearest in maturity
to the Index Maturity, but not more than exactly the Index Maturity. The
Calculation Agent shall calculate the Treasury Rate by interpolating to the
Index Maturity based on an actual/actual date count basis, the yield on the two
Treasury Notes selected. If the Calculation Agent cannot obtain three such
adjusted quotations, the Treasury Rate for such Interest Reset Date will be the
arithmetic mean of all such quotations, or if only one such quotation is
obtained, such quotation, obtained by the Calculation Agent. In all events, the
Calculation Agent shall continue polling dealers until at least one adjusted
yield quotation can be determined.
"The Constant Maturity Treasury Rate Determination Date" shall be the
tenth Business Day prior to the Interest Reset Date for the applicable Interest
Reset Period.
The "Calculation Date" pertaining to any Treasury Rate Determination
Date or Constant Maturity Treasury Rate Determination Date, as applicable, shall
be the tenth calendar day after such Treasury Rate Determination Date or
Constant Maturity Treasury Rate Determination Date, as applicable, or, if such a
day is not a Business Day, the next succeeding Business Day.
DETERMINATION OF PRIME RATE
8
Prime Rate Notes will bear interest at the interest rates (calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any) specified in the Prime Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, the
"Prime Rate" for each Interest Reset Period will be determined by the
Calculation Agent for such Prime Rate Note as of the second Business Day prior
to the Interest Reset Date for such Interest Reset Period (a "Prime Rate
Determination Date") and shall be the rate made available and subsequently
published on such date in H.15(519) under the heading "Bank Prime Loan." In the
event that such rate has not been made available prior to 3:00 P.M., New York
City time, on the Calculation Date (as defined below) pertaining to such Prime
Rate Determination Date, the Prime Rate will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF Page (as defined
below) as such bank's prime rate or base lending rate as in effect for such
Prime Rate Determination Date. If fewer than four such rates but more than one
such rate appear on the Reuters Screen NYMF Page for the Prime Rate
Determination Date, the rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Prime Rate Determination Date by four major
money center banks in The City of New York selected by the Calculation Agent.
If fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime
Rate will be calculated by the Calculation Agent and will be the arithmetic mean
of the prime rates quoted in The City of New York on such Prime Rate
Determination Date by at least three substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, having total equity capital of at least U.S. $500,000,000 and being
subject to supervision or examination by Federal or State authority, selected by
the Calculation Agent to provide such rate or rates; PROVIDED, HOWEVER, that if
the banks or trust companies selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate with respect to such
Prime Rate Determination Date will be the Prime Rate in effect on such Prime
Rate Determination Date. "Reuters Screen NYMF Page" means the display
designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks).
The "Calculation Date" pertaining to any Prime Rate Determination Date
shall be the tenth calendar day after such Prime Rate Determination Date or, if
such day is not a Business Day, the next succeeding Business Day.
DETERMINATION OF J.J. KENNY RATE
J.J. Kenny Rate Notes will bear interest at the interest rates
(calculated by reference to the J.J. Kenny Rate and the Spread and/or Spread
Multiplier, if any) specified in the J.J. Kenny Rate Notes and in the applicable
Pricing Supplement.
9
Unless otherwise indicated in an applicable Pricing Supplement, the
"J.J. Kenny Rate" for each Interest Reset Period will be determined by the
Calculation Agent for such J.J. Kenny Rate Note as of the second Business Day
prior to the Interest Reset Date for such Interest Reset Period (a "J.J. Kenny
Rate Determination Date") and shall be the per annum rate on such date equal to
the index made available and subsequently published by Kenny Information Systems
or its successor, based upon 30-day yield evaluations at par of bonds, the
interest on which is excludable from gross income for federal income tax
purposes under the Internal Revenue Code of 1986, as amended (the "Code"), of
not less than five "high grade" component issuers selected from time to time by
Kenny Information Systems, including without limitation, issuers of general
obligation bonds; PROVIDED, HOWEVER, that the bonds on which the index is based
shall not include any bonds the interest on which is subject to an "alternate
minimum tax" or similar tax under the Code, unless all tax-exempt bonds are
subject to such tax. If such rate is not made available by 3:00 P.M., New York
City time, on the Calculation Date (as defined below) pertaining to such J.J.
Kenny Rate Determination Date, the J.J. Kenny Rate shall be the rate quoted by a
successor indexing agent selected by the Company equaling the prevailing rate
for bonds rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers selected
by such successor indexing agent most closely resembling the "high grade"
component issuers selected by Kenny Information Systems that are subject to
tender by the holders thereof for purchase on not more than seven days' notice
and the interest on which is (A) variable on a weekly basis, (B) excludable from
gross income for federal income tax purposes under the Code, and (C) not subject
to an "alternate minimum tax" or similar tax under the Code, unless all
tax-exempt bonds are subject to such tax; PROVIDED, HOWEVER, that if a successor
indexing agent is not available, the J.J. Kenny Rate with respect to such J.J.
Kenny Rate Determination Date will be the J.J. Kenny Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the Initial Interest Rate).
The "Calculation Date" pertaining to any J.J. Kenny Rate Determination
Date shall be the tenth calendar day after such J.J. Kenny Rate Determination
Date or, if such day is not a Business Day, the next succeeding Business Day.
DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE
Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or Spread Multiplier, if any) specified in the Eleventh
District Cost of Funds Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in an applicable Pricing Supplement, the
"Eleventh District Cost of Funds Rate," for each Interest Reset Period will be
determined by the Calculation Agent for such Eleventh District Cost of Funds
Rate Note as of the last working day of the month immediately prior to such
Interest Reset Date for such Interest Reset Period on which the Federal Home
Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the Eleventh
District Cost of Funds Index (as defined below) (the "Eleventh District Cost of
Funds
10
Rate Determination Date"), and shall be the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Rate Determination Date as set forth under the caption "Eleventh
District" on the Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Determination Date. If such rate does
not appear on Telerate Page 7058 on any related Eleventh District Cost of Funds
Rate Determination Date, the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the "Eleventh
District Cost of Funds Rate Index") by the FHLB of San Francisco as such cost of
funds for the calendar month preceding the date of such announcement. If the
FHLB of San Francisco fails to announce such rate for the calendar month next
preceding such Eleventh District Cost of Funds Rate Determination Date, then the
Eleventh District Cost of Funds Rate for such Eleventh District Cost of Funds
Rate Determination Date will be the Eleventh District Cost of Funds Rate in
effect on such Eleventh District Cost of Funds Rate Determination Date.
INVERSE FLOATING RATE NOTES
If this Note is designated as an Inverse Floating Rate Note on the
face hereof, the Inverse Floating Rate shall be equal to (i) in the case of
the period, if any, commencing on the Issue Date (or such other date which
may be specified on the face hereof as the date on which this Note shall
begin to accrue interest), up to the first Interest Reset Date, the Initial
Fixed Interest Rate shown above, and (ii) in the case of each period
commencing on an Interest Reset Date, the Reset Fixed Reference Rate shown
above minus the interest rate determined by reference to the Base Rate shown
above, as adjusted by the Spread or Spread Multiplier, if any, as determined
in accordance with the provisions hereof, PROVIDED, HOWEVER, that (x) the
interest rate thereon will not be less than zero and (y) the interest rate in
effect for the ten days immediately prior to the date of Maturity will be the
rate in effect on the tenth day preceding such date.
FLOATING RATE/FIXED RATE NOTES
If this Note is designated as a Floating Rate/Fixed Rate Note, this
Note will be a Floating Rate note for a specified portion of its term and a
Fixed Rate Note for the remainder of its term, in which event the interest rate
on this Note will be determined as provided herein as if it were a Floating Rate
Note and a Fixed Rate Note hereunder for each such respective period, all as
described herein and in the applicable Pricing Supplement.
SUBSEQUENT INTEREST PERIODS
If so specified on the face hereof, the Spread or Spread Multiplier on
this Note may be reset by the Company on the date or dates specified on the face
hereof (each an "Optional Reset Date"). Not later than 40 days prior to each
Optional Reset Date, the Trustee will mail to the Holder of this Note a notice
(the "Reset Notice"), first class, postage prepaid, indicating
11
whether the Company has elected to reset the Spread or Spread Multiplier, and if
so, (i) such new Spread or Spread Multiplier and (ii) the provisions, if any,
for redemption during the period from such Optional Reset Date to the next
Optional Reset Date, or, if there is no such next Optional Reset Date, to the
Stated Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the Spread or
Spread Multiplier provided for in the Reset Notice and establish a higher Spread
or Spread Multiplier for the Subsequent Interest Period by causing the Trustee
to mail notice of such higher Spread or Spread Multiplier to the Holder of this
Note. Such notice shall be irrevocable. All Registered Notes with respect to
which the Spread or Spread Multiplier is reset on an Optional Reset Date will
bear such higher Spread or Spread Multiplier.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
INDEXED NOTES
If this Note is an Indexed Note, then certain or all interest
payments, in the case of an Indexed Rate Note, and/or the principal amount
payable at Stated Maturity or earlier redemption or retirement, in the case of
an Indexed Principal Note, is determined by reference to the amount designated
on the face hereof as the Face Amount of this Note and by reference to the Index
as described on the face hereof. If this Note is a Floating Rate Note or
Indexed Rate Note that is also an Indexed Principal Note, the amount of any
interest payment will be determined by reference to the Face Amount described on
the face hereof unless otherwise specified. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount. If
the determination of the Index is calculated or announced by a third party,
which may be an affiliate of the Company, and such third party either suspends
the calculation or announcement of such Index or changes the basis upon which
such Index is calculated (other than changes consistent with policies in effect
at the time this Note was issued and permitted changes described on the face
hereof), then such Index shall be calculated for this Note's purposes by another
third party, which may be an affiliate of the Company, selected by the Company
subject to the same conditions and controls as applied to the original third
party. If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed interest payments, if any, or any indexed principal
amount of this Note
12
shall be calculated in the manner described on the face hereof. Any
determination of such third party shall, in the absence of manifest error, be
binding on all parties.
SPECIFIED CURRENCY
If the Specified Currency is other than U.S. dollars, the amount of
any U.S. dollar payment to be made in respect hereof will be determined by
the Company or its agent based on the highest firm bid quotation expressed in
U.S. dollars received by the Company or its agent at approximately 11:00
a.m., New York City time, on the second Business Day preceding the applicable
payment date (or, if no such rate is quoted on such date, the last date on
which such rate was quoted) from three (or, if three are not available, then
two) recognized foreign exchange dealers in The City of New York selected by
the Exchange Rate Agent (one or more of which may be an agent involved in the
distribution of the Notes (an "Agent") and another of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer, for settlement
on such payment date, of the aggregate amount of the Specified Currency
payable on such payment date in respect of all Notes denominated in such
Specified Currency. All currency exchange costs will be borne by the Holders
of such Notes by deductions from such payments. If no such bid quotations
are available, then such payments will be made in the Specified Currency,
unless the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control, in
which case payment will be made as described in the next paragraph.
PAYMENTS IN CURRENCIES OTHER THAN THE SPECIFIED CURRENCY
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such
foreign currency shall be converted into U.S. dollars on the basis of the most
recently available Market Exchange Rate for such currency or as otherwise
indicated on the face hereof. Any payment made under such circumstances in
U.S. dollars will not constitute an Event of Default under the Indenture.
In the event of an official redenomination of the Specified
Currency of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such
Specified Currency that is a composite currency), the obligations of the
Company with respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for the payment of that
amount of redenominated currency representing the amount of such obligations
immediately before such redenomination. This Note does not provide for any
adjustment to any amount payable under this Note as a result of (i) any
change in the value of the Specified Currency hereof relative to any other
currency due
13
solely to fluctuations in exchange rates or (ii) any redenomination of any
component currency of any composite currency (unless such composite currency is
itself officially redenominated). In the event of European Monetary Union, the
procedures described in this paragraph shall not apply, and the obligations of
the Company with respect to payments on this Note shall instead be determined as
set forth in the following paragraph.
Stage III of the European Economic and Monetary Union ("Stage III") is
presently scheduled to commence on January 1, 1999 for those member states of
the European Union that satisfy the economic convergence criteria set forth in
the Treaty on European Union. On March 25, 1998, the European Commission
officially recommended that eleven of the member states of the European Union be
allowed to participate in Stage III; these eleven member states are Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal and Spain (collectively, the "Participating Member States"). It is
possible that additional member states of the European Union may participate in
Stage III after January 1, 1999, in which case each such additional member state
will also become a "Participating Member State." Certain of the foreign
currencies in which this Note may be denominated or payments in respect of this
Note may be due or by which amounts due on the Notes may be calculated may be
issued by Participating Member States (each such country, a "Relevant
Jurisdiction" with respect to such Note). Stage III includes the introduction
of a new legal currency (the "Euro") which will be legal tender in the
Participating Member States, existing in parallel with the present national
currency of each Participating Member State. It is currently anticipated that
on and after January 1, 2002, the national currencies of Participating Member
States will cease to exist and the sole legal tender in such States will be the
Euro. It is anticipated that the European Union will adopt regulations or other
legislation providing specific rules for the introduction of the Euro in
substitution for the respective national currencies of Participating Member
States, which regulations or legislation may be supplemented by legislation of
the individual member states. The laws and regulations of the European Union
(and, if any, of such Relevant Jurisdiction) relating to the Euro implemented
pursuant to or by virtue of the Treaty on European Union may apply to this Note
and the Indenture. Such laws and regulations, and future market conventions
applicable in the European Union to securities similar to this Note, may be
inconsistent in varying degrees with the terms and conditions of this Note. To
the extent that references in the Indenture governing this Note or in the terms
and conditions of this Note, to any business day, day-count, day-count fraction
or other convention shall be inconsistent with such European Union laws,
regulations or market conventions that are applicable to securities similar to
this Note held in international clearing systems, the Company, in its discretion
(but after consultation with the Trustee, and with any principal paying agent
located in a European Union member state), may amend such references and terms
and conditions to be in harmony with, or to otherwise comply with, such laws,
regulations and/or market conventions. Any such amendment shall be effected
without the necessity of obtaining the consent of the Holder of this Note.
If, following the commencement of Stage III by a Relevant
Jurisdiction, the Company has the option, pursuant to applicable law, to make
payments of principal of, or interest on or any other amounts in respect of,
this Note in either the current national currency of
14
a Relevant Jurisdiction or Euro, the Company will make such payments in such
national currency or Euro at its sole discretion. To the extent that the
introduction of the Euro necessitates the rounding up or down of certain amounts
or quotations expressed in Euro with respect to this Note, such rounding will be
made in conformity with prevailing market conventions in the European Union or,
in the absence of an applicable market convention, to the nearest Euro cent.
The circumstances and consequences described in this paragraph and any
resultant amendment to the terms and conditions of this Note will not entitle
any Holder hereof (i) to any legal remedy, including, without limitation,
redemption, rescission, notice, repudiation, adjustment or renegotiation of the
terms and conditions of this Note or the Indenture, or (ii) to raise any defense
or make any claim (including, without limitation, claims of breach, force
majeure, frustration of purpose or impracticability) or any other claim for
compensation, damages or any other relief.
DUAL CURRENCY NOTES
If this Note is specified on the face hereof as a Dual Currency
Note, the Company may have a one time option, exercisable on one or more
dates (each an "Option Election Date") in whole, but not in part, with
respect to all Dual Currency Notes issued on the same day and having the same
terms (a "Tranche"), of thereafter making all payments of principal, premium,
if any, and interest (which payments would otherwise be made in the Specified
Currency of such Notes) in an optional currency (the "Optional Payment
Currency").
If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified in the applicable Pricing Supplement. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, in which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
RENEWABLE NOTES
If this Note is specified on the face hereof as a Renewable Note, this
Note will mature on an Interest Payment Date occurring in or prior to the
twelfth month following the Original Issue Date of this Note (the "Initial
Maturity Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof) prior to the Initial
15
Maturity Date of a this Note (the "Initial Renewal Date") and on the Interest
Payment Date occurring in each sixth month (or in the last month of each Special
Election Interval) after such Initial Renewal Date (each, together with the
Initial Renewal Date, a "Renewal Date"), the term of this Note may be extended
to the Interest Payment Date occurring in the twelfth month (or, if a Special
Election Interval is specified on the face hereof, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof and then only in such principal amount, or any integral multiple in
excess thereof, as is specified on the face hereof. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof.
If the Holder does not elect to renew the term, this Note must be
presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, a replacement Renewable Note, in a principal amount equal
to the principal amount of such exchanged Note for which the election to renew
was made, with terms identical to the exchanged Note.
EXTENSION OF MATURITY
If so specified on the face hereof, the Maturity of this Note may be
extended at the option of the Company for the period or periods of whole years
specified on the face hereof (each an "Extension Period") up to but not beyond
the date (the "Final Maturity") set forth on the face hereof. If the Company
exercises such option, the Trustee will mail to the Holder of this Note not
later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Maturity, (ii) the new Stated Maturity, (iii) the Spread or Spread
Multiplier applicable to the Extension Period and
16
(iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's mailing of the Extension Notice, the Maturity of this Note
shall be extended automatically and, except as modified by the Extension
Notice and as described in the next paragraph, this Note will have the same
terms as prior to the mailing of such Notice. Notwithstanding the foregoing,
not later than 20 days prior to the old Stated Maturity of this Note, the
Company may, at its option, revoke the Spread or Spread Multiplier provided
for in the Extension Notice and establish a higher Spread or Spread
Multiplier for the Extension Period by causing the Trustee to mail notice of
such higher Spread or Spread Multiplier, first class, postage prepaid to the
Holder of this Note. Such notice shall be irrevocable. All Registered Notes
with respect to which the Maturity is extended will bear such higher Spread
or Spread Multiplier.
If the Company extends the Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old
Stated Maturity at a price equal to the principal amount hereof, plus
interest accrued to such date. In order to obtain repayment on such old
Stated Maturity once the Company has extended the Maturity hereof, the Holder
must follow the procedures set forth below for optional repayment, except
that the period for delivery of this Note or notification to the Trustee
shall be at least 25 but not more than 35 days before the such old Stated
Maturity, and except that if the Holder has tendered this Note for repayment
pursuant to an Extension Notice, the Holder may, by written notice to the
Trustee, revoke such tender for repayment until the close of business on the
tenth day before the old Stated Maturity.
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
If so specified on the face hereof, the Company may, at its option,
redeem this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with interest accrued to such Optional Redemption Date) specified
herein. Unless otherwise stated on the reverse hereof, the Trustee shall mail
to the Holder a notice of such redemption at least 30 days prior to the date
of redemption. Unless otherwise stated herein, the Company may exercise such
option with respect to a redemption of this Note in part only by notifying
the Trustee for this Note at least 45 days prior to any Optional Redemption
Date. In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof will be issued to the Holder hereof
upon the cancellation hereof.
If so specified on the face hereof, this Note will be repayable prior
to Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof at the Optional Repayment Prices shown on the face hereof,
together with interest accrued to the date of repayment. In order for this Note
to be repaid, the Trustee must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Associa-
17
tion of Securities Dealers, Inc. or a commercial bank or trust company in the
United States of America setting forth the name of the Holder of this Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised hereby and a guarantee that this Note with
the form below entitled "Option to Elect Repayment" duly completed will be
received by the Trustee not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter. If the procedure described
in clause (ii) of the preceding sentence is followed, this Note with form duly
completed must be received by the Trustee by such fifth Business Day. Any
tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised
by the Holder of this Note for less than the entire principal amount of the
Note, PROVIDED, that the principal amount of this Note remaining outstanding
after repayment is an authorized denomination. Upon such partial repayment,
this Note shall be canceled and a new Note or Notes for the remaining principal
amount hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an
OID Note, the amount payable in the event of redemption or repayment prior to
the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price) shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repayment, as the case
may be. The Amortized Face Amount of this Note on any date shall be the amount
equal to (i) the Issue Price set forth on the face hereof plus (ii) that
portion of the difference between such Issue Price and the stated principal
amount of such Note that has accrued by such date at (x) the Bond Yield to
Maturity set forth on the face hereof or (y) if so specified, the Bond Yield
to Call set forth on the face hereof (computed in each case in accordance
with generally accepted United States bond yield computation principles),
PROVIDED, HOWEVER, that in no event shall the Amortized Face Amount of a Note
exceed its stated principal amount.
The Bond Yield to Call listed on the face of this Note shall be
computed on the basis of the first occurring Optional Redemption Date with
respect to such Note and the amount payable on such Optional Redemption Date.
In the event that such Note is not redeemed on such first occurring Optional
Redemption Date, the Bond Yield to Call with respect to such Note shall be
recomputed on such Optional Redemption Date on the basis of the next occurring
Optional Redemption Date and the amount payable on such Optional Redemption
Date, and shall continue to be so recomputed on each succeeding Optional
Redemption Date until the Note is so redeemed.
The Company may at any time purchase Notes at any price in
the open market or otherwise. Notes so purchased by the Company may,
at the discretion of the Company, be held or resold or surrendered to the
Trustee for such Notes for cancellation.
18
OTHER TERMS
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested
by the Person surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, the
City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed,
stolen or lost and this Note or evidence of the loss, theft, or destruction
hereof (together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and
principal amount will be issued by the Company in exchange for, or in lieu of,
this Note. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company 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 and the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate principal
amount of Debt Securities at the time outstanding of each series to be
19
affected. 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 the Debt
Securities of such series, to waive compliance by the Company 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 Debt
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Debt Security and of any Debt Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Note 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, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
20
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT ________ Custodian___________
TEN ENT -as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT ENT - as joint tenants with
right of survivorship _________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list
-------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay $____ principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Michelle Russo, New York,
New York 10286.
Dated: _____________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Print or Type Name and Address Including Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------- attorney
to transfer such Note on the books of Citigroup Inc., with full power of
substitution in the premises.
_____________________________________________
Dated:______________________ Signature
_____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the Note in every
particular, without alteration of enlargement
or any change whatsoever
REGISTERED PRINCIPAL AMOUNT
OR FACE AMOUNT
NO. FX ____ CITIGROUP INC. CUSIP
MEDIUM-TERM SUBORDINATED NOTE, SERIES A
(FIXED RATE)
Due Nine Months or More from the Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH
BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
Interest Rate Reset: The Interest Rate may not be changed prior to
Stated Maturity.
The Interest Rate may be changed prior to Stated
Maturity (see attached).
Optional Reset Dates (if applicable):
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: Yes No
Final Maturity:
Discount Note: Yes No
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Special Election Interval (if applicable):
Amount (if less than entire
principal amount) as to which
election may be exercised:
2
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received hereby promises to pay CEDE & Co. or registered assigns, (a) the
Principal Amount or, in the case of an Indexed Principal Note, the Face Amount
adjusted by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures (an "Index") as
described on the face hereof or in the Pricing Supplement attached hereto or
delivered herewith, in the Specified Currency on the Stated Maturity shown
above, or earlier if and to the extent so provided herein, and (b) to pay
accrued interest on the Principal Amount then outstanding (or in the case of an
Indexed Principal Note, the Face Amount, then outstanding) at the Interest Rate
shown above from the Original Issue Date shown above or from the most recent
date to which interest has been paid or duly provided for, semiannually in
arrears on the Interest Payment Dates specified on the face of this Note and at
Maturity, until, in either case, the Principal Amount then outstanding or the
Face Amount is paid or duly provided for in accordance with the terms hereof.
Interest on this Note, if any, will be computed on the basis of a 360-day year
of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which (other than interest payable at Maturity)
shall be the date (whether or not a Business Day) fifteen calendar days
immediately preceding such Interest Payment Date, and, in the case of interest
payable at Stated Maturity, shall be the Stated Maturity of this Note.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the Registered Holder
hereof on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (referred to on the reverse hereof), notice whereof
shall be given to Holders of Notes not less than ten days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be
3
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. If an Interest Payment Date with respect to
any Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall not be postponed; PROVIDED, HOWEVER, that any payment
required to be made in respect of such Note on a date (including the day of
Stated Maturity) that is not a Business Day for such Note need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment. However, if with respect to any
Note for which "Accrue to Pay" is specified on the face hereof, and any Interest
Payment Date with respect to such Fixed Rate Note would otherwise be a day that
is not a Business Day, such Interest Payment Date shall be postponed to the next
succeeding Business Day. Each payment of interest in respect of an Interest
Payment Date shall include interest accrued through the day before such Interest
Payment Date.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in (a) The City of New
York or (b) if the Specified Currency shown above (as defined below) is other
than U.S. dollars, the financial center of the country issuing such Specified
Currency (which, in the case of the Euro, shall be Brussels, Belgium).
The indebtedness evidenced by this Note is, to the extent set forth in
the Indenture, expressly subordinated and subject in right of payment to the
prior payment in full of Senior Indebtedness as defined in the Indenture, and
this Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.
If this Note is an Amortizing Note as shown on the face hereof, a
portion or all the principal amount of the Note is payable prior to Stated
Maturity in accordance with a schedule, by application of a formula, or by
reference to an index (as described above).
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
4
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, PROVIDED, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments
will be made by wire transfer of immediately available funds, but only if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than fifteen calendar days prior to the applicable Interest
Payment Date. Simultaneously with any election by the Holder hereof to receive
payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH,
5
AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The First National Bank of
Chicago, or its successor, as Trustee.
6
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
CITIGROUP INC.
By
----------------------------------
Authorized Officer
[Seal]
Attest
-------------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By
----------------------------------
Authorized Signatory
7
(Reverse of Security)
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES A
(FIXED RATE)
GENERAL
This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of July 17, 1998, as amended (the "Indenture")
between the Company and The First National Bank of Chicago, as trustee (the
"Trustee," which term includes any successor Trustee under the Indenture) to
which indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by the Company or its agent, as exchange rate agent
for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the applicable issue dates.
Unless otherwise specified above, the authorized denominations of
Notes denominated in U.S. dollars will be U.S.$1,000 and any larger amount
that is an integral multiple of U.S.$1,000. The authorized denominations
of Notes denominated in a currency other than U.S. dollars will be as set
forth on the respective faces thereof.
Each Registered Note will be issued initially as either a Book-Entry
Note or, if so specified above, a Certificated Note. Book-Entry Notes will not
be exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
FIXED RATE NOTES
This Note will bear interest from its Original Issue Date, or from the
last Interest Payment Date to which interest has been paid or duly provided for,
at the Interest Rate stated on the face hereof until the principal amount hereof
is paid or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Maturity," and except that if so
specified in the attached Pricing Supplement, the rate of interest payable may
be subject to adjustment as specified therein.
Unless otherwise set forth herein, interest on this Note will be
payable semiannually in arrears on the Interest Payment Dates set forth above
and at Stated Maturity. If an Interest Payment Date with respect to any Note
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall not be postponed; PROVIDED, HOWEVER, that any payment required to be made
in respect of such Note on a date (including the day of Stated Maturity) that is
not a Business Day for such Note need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
such date, and no additional interest shall accrue as a result of such delayed
payment. However, if with respect to any Note for which "Accrue to Pay" is
specified on the face hereof, and any Interest Payment Date with respect to such
Fixed Rate Note would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next succeeding Business Day.
Each payment of interest in respect of an Interest Payment Date shall include
interest accrued through the day before such Interest Payment Date.
Each payment of interest in respect of an Interest Payment Date shall
include interest accrued through the day before such Interest Payment Date.
Unless otherwise specified herein, interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months ("30 over 360").
SUBSEQUENT INTEREST PERIODS
If so specified on the face hereof, the Interest Rate on this Note may
be reset by the Company on the date or dates specified on the face hereof (each
an "Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Interest Rate, and if so, (i) such new Interest Rate
and (ii) the provisions, if any, for redemption during the period from such
Optional Reset Date to the next Optional Reset Date, or, if there is no
such next Optional Reset Date, to the Stated
1
Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the Interest
Rate provided for in the Reset Notice and establish a higher Interest Rate
for the Subsequent Interest Period by causing the Trustee to mail notice of
such higher Interest Rate to the Holder of this Note. Such notice shall be
irrevocable. All Registered Notes with respect to which the Interest Rate
is reset on an Optional Reset Date will bear such higher Interest Rate.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
INDEXED NOTES
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement, is determined by
reference to the amount designated on the face hereof as the Face Amount of this
Note and by reference to the Index as described on the face hereof. If this
Note is an Indexed Principal Note, the principal amount payable at Stated
Maturity or any earlier redemption or repayment of this Note may be different
from the Face Amount. If the determination of the Index is calculated or
announced by a third party, which may be an affiliate of the Company, and such
third party either suspends the calculation or announcement of such Index or
changes the basis upon which such Index is calculated (other than changes
consistent with policies in effect at the time this Note was issued and
permitted changes described on the face hereof), then such Index shall be
calculated for this Note's purposes by another third party, which may be an
affiliate of the Company, selected by the Company subject to the same conditions
and controls as applied to the original third party. If for any reason such
Index cannot be calculated on the same basis and subject to the same conditions
2
and controls as applied to the original third party, then the indexed
interest payments, if any, or any indexed principal amount of this Note
shall be calculated in the manner described on the face hereof. Any
determination of such third party shall, in the absence of manifest error,
be binding on all parties.
SPECIFIED CURRENCY
If the Specified Currency is other than U.S. dollars, the amount of
any U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments
will be made in the Specified Currency, unless the Specified Currency is
unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph.
PAYMENTS IN CURRENCIES OTHER THAN THE SPECIFIED CURRENCY
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such
foreign currency shall be converted into U.S. dollars on the basis of the
most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof. Any payment made under such
circumstances in U.S. dollars will not constitute an Event of Default
under the Indenture.
3
In the event of an official redenomination of the Specified Currency
of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such
Specified Currency that is a composite currency), the obligations of the
Company with respect to payments on this Note shall, in all cases, be
deemed immediately following such redenomination to provide for the payment
of that amount of redenominated currency representing the amount of such
obligations immediately before such redenomination. This Note does not
provide for any adjustment to any amount payable under this Note as a result
of (i) any change in the value of the Specified Currency hereof relative to
any other currency due solely to fluctuations in exchange rates or (ii) any
redenomination of any component currency of any composite currency (unless
such composite currency is itself officially redenominated). In the event
of European Monetary Union, the procedures described in this paragraph shall
not apply, and the obligations of the Company with respect to payments on
this Note shall instead be determined as set forth in the following paragraph.
Stage III of the European Economic and Monetary Union ("Stage III") is
presently scheduled to commence on January 1, 1999 for those member states of
the European Union that satisfy the economic convergence criteria set forth in
the Treaty on European Union. On March 25, 1998, the European Commission
officially recommended that eleven of the member states of the European Union be
allowed to participate in Stage III; these eleven member states are Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal and Spain (collectively, the "Participating Member States"). It is
possible that additional member states of the European Union may participate in
Stage III after January 1, 1999, in which case each such additional member state
will also become a "Participating Member State." Certain of the foreign
currencies in which this Note may be denominated or payments in respect of this
Note may be due or by which amounts due on the Notes may be calculated may be
issued by Participating Member States (each such country, a "Relevant
Jurisdiction" with respect to such Note). Stage III includes the introduction
of a new legal currency (the "Euro") which will be legal tender in the
Participating Member States, existing in parallel with the present national
currency of each Participating Member State. It is currently anticipated that
on and after January 1, 2002, the national currencies of Participating Member
States will cease to exist and the sole legal tender in such States will be the
Euro. It is anticipated that the European Union will adopt regulations or other
legislation providing specific rules for the introduction of the Euro in
substitution for the respective national currencies of Participating Member
States, which regulations or legislation may be supplemented by legislation of
the individual member states. The
4
laws and regulations of the European Union (and, if any, of such Relevant
Jurisdiction) relating to the Euro implemented pursuant to or by virtue of the
Treaty on European Union may apply to this Note and the Indenture. Such laws
and regulations, and future market conventions applicable in the European Union
to securities similar to this Note, may be inconsistent in varying degrees with
the terms and conditions of this Note. To the extent that references in the
Indenture governing this Note or in the terms and conditions of this Note, to
any business day, day-count, day-count fraction or other convention shall be
inconsistent with such European Union laws, regulations or market conventions
that are applicable to securities similar to this Note held in international
clearing systems, the Company, in its discretion (but after consultation with
the Trustee, and with any principal paying agent located in a European Union
member state), may amend such references and terms and conditions to be in
harmony with, or to otherwise comply with, such laws, regulations and/or market
conventions. Any such amendment shall be effected without the necessity of
obtaining the consent of the Holder of this Note.
If, following the commencement of Stage III by a Relevant
Jurisdiction, the Company has the option, pursuant to applicable law, to make
payments of principal of, or interest on or any other amounts in respect of,
this Note in either the current national currency of a Relevant Jurisdiction or
Euro, the Company will make such payments in such national currency or Euro at
its sole discretion. To the extent that the introduction of the Euro
necessitates the rounding up or down of certain amounts or quotations expressed
in Euro with respect to this Note, such rounding will be made in conformity with
prevailing market conventions in the European Union or, in the absence of an
applicable market convention, to the nearest Euro cent.
The circumstances and consequences described in this paragraph and any
resultant amendment to the terms and conditions of this Note will not entitle
any Holder hereof (i) to any legal remedy, including, without limitation,
redemption, rescission, notice, repudiation, adjustment or renegotiation of the
terms and conditions of this Note or the Indenture, or (ii) to raise any defense
or make any claim (including, without limitation, claims of breach, force
majeure, frustration of purpose or impracticability) or any other claim for
compensation, damages or any other relief.
DUAL CURRENCY NOTES
5
If this Note is specified on the face hereof as a Dual Currency Note,
the Company may have a one time option, exercisable on one or more dates (each
an "Option Election Date") in whole, but not in part, with respect to all
Dual Currency Notes issued on the same day and having the same terms (a
"Tranche"), of thereafter making all payments of principal, premium, if any,
and interest (which payments would otherwise be made in the Specified Currency
of such Notes) in an optional currency (the "Optional Payment Currency").
If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified in the applicable Pricing Supplement. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, in which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
RENEWABLE NOTES
If this Note is specified on the face hereof as a Renewable Note, this
Note will mature on an Interest Payment Date occurring in or prior to the
twelfth month following the Original Issue Date of this Note (the "Initial
Maturity Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof) prior to the Initial Maturity Date of a this Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth month (or in the
last month of each Special Election Interval) after such Initial Renewal Date
(each, together with the Initial Renewal Date, a "Renewal Date"), the term of
this Note may be extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is specified on the face hereof, the
last month in a period equal to twice the Special Election Interval) after such
Renewal Date, if the Holder of this Note elects to extend the term of this Note
or any portion thereof as described below. If the Holder does not elect to
extend the term of any portion of the principal amount of
6
this Note during the specified period prior to any Renewal Date, such portion
will become due and payable on the Interest Payment Date occurring in the sixth
month (or the last month in the Special Election Interval) after such Renewal
Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof and then only in such principal amount, or any integral multiple in
excess thereof, as is specified on the face hereof. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof.
If the Holder does not elect to renew the term, this Note must be
presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, a replacement Renewable Note, in a principal amount equal
to the principal amount of such exchanged Note for which the election to renew
was made, with terms identical to the exchanged Note.
EXTENSION OF MATURITY
If so specified on the face hereof, the Maturity of this Note may be
extended at the option of the Company for the period or periods of whole years
specified on the face hereof (each an "Extension Period") up to but not beyond
the date (the "Final Maturity") set forth on the face hereof. If the Company
exercises such option, the Trustee will mail to the Holder of this Note not
later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Maturity, (ii) the
7
new Stated Maturity, (iii) the Interest Rate applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's mailing of the Extension Notice, the Maturity of this Note
shall be extended automatically and, except as modified by the Extension Notice
and as described in the next paragraph, this Note will have the same terms as
prior to the mailing of such Notice. Notwithstanding the foregoing, not later
than 20 days prior to the old Stated Maturity of this Note, the Company may,
at its option, revoke the Interest Rate provided for in the Extension Notice
and establish a higher Interest Rate for the Extension Period by causing the
Trustee to mail notice of such higher Interest Rate, first class, postage
prepaid to the Holder of this Note. Such notice shall be irrevocable. All
Registered Notes with respect to which the Maturity is extended will bear
such higher Interest Rate.
If the Company extends the Maturity of this Note, the Holder will have
the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Maturity hereof, the Holder must follow the procedures
set forth below for optional repayment, except that the period for delivery
of this Note or notification to the Trustee shall be at least 25 but not more
than 35 days before the old Stated Maturity, and except that if the Holder
has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth day before the old Stated
Maturity.
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
If so specified on the face hereof, the Company may, at its option,
redeem this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with accrued interest to such Optional Redemption Date) specified
herein. Unless otherwise stated on the reverse hereof, the Trustee shall
mail to the Holder a notice of such redemption at least 30 days prior to the
date of redemption. Unless otherwise stated herein, the Company may exercise
such option with respect to a redemption of this Note in part only by notifying
the Trustee for this Note at least 45 days prior to any Optional Redemption
Date. In the event of redemption of this Note in part only, a new Note or
8
Notes for the unredeemed portion hereof will be issued to the Holder hereof upon
the cancellation hereof.
If so specified on the face hereof, this Note will be repayable prior
to Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof at the Optional Repayment Prices shown on the face hereof,
together with interest accrued to the date of repayment. In order for this Note
to be repaid, the Trustee must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised hereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised
by the Holder of this Note for less than the entire principal amount of the
Note, PROVIDED, that the principal amount of this Note remaining outstanding
after repayment is an authorized denomination. Upon such partial repayment,
this Note shall be canceled and a new Note or Notes for the remaining principal
amount hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an
OID Note, the amount payable in the event of redemption or repayment prior
to the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price) shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repayment, as the case
may be. The Amortized Face Amount of this Note on any date shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus
(ii) that portion of the difference between such Issue
9
Price and the stated principal amount of such Note that has accrued by such date
at (x) the Bond Yield to Maturity set forth on the face hereof or (y) if so
specified, the Bond Yield to Call set forth on the face hereof (computed in each
case in accordance with generally accepted United States bond yield computation
principles), PROVIDED, HOWEVER, that in no event shall the Amortized Face Amount
of a Note exceed its stated principal amount. The Bond Yield to Call listed on
the face of this Note shall be computed on the basis of the first occurring
Optional Redemption Date with respect to such Note and the amount payable on
such Optional Redemption Date. In the event that such Note is not redeemed on
such first occurring Optional Redemption Date, the Bond Yield to Call with
respect to such Note shall be recomputed on such Optional Redemption Date on the
basis of the next occurring Optional Redemption Date and the amount payable on
such Optional Redemption Date, and shall continue to be so recomputed on each
succeeding Optional Redemption Date until the Note is so redeemed.
The Company may at any time purchase Notes at any price in the
open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or surrendered to the Trustee
for such Notes for cancellation.
OTHER TERMS
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Person surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, the
City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
10
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed,
stolen or lost and this Note or evidence of the loss, theft, or destruction
hereof (together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this
Note. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company 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 and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
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 the Debt Securities of
such series, to waive compliance by the Company 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 Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon
11
the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon the Debt
Security.
Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Note 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, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
12
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT ________ Custodian___________
TEN ENT -as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT ENT - as joint tenants with
right of survivorship _________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list
-------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay $____ principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Michelle Russo, New York,
New York 10286.
Dated: _____________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Print or Type Name and Address Including Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------- attorney
to transfer such Note on the books of Citigroup Inc., with full power of
substitution in the premises.
_____________________________________________
Dated:______________________ Signature
_____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the Note in every
particular, without alteration of enlargement
or any change whatsoever
REGISTERED PRINCIPAL AMOUNT
OR FACE AMOUNT
NO. FL______ CITIGROUP INC. CUSIP
MEDIUM-TERM SUBORDINATED NOTE, SERIES A
(FLOATING OR INDEXED RATE)
Due Nine Months or More from the Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID" AND "YIELD TO MATURITY" SET FORTH
BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE UNITED STATES
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Dual Currency Note: Yes (see attached) No
Optional Payment Currency:
Designated Exchange Rate:
Base Rate: CD Rate Commercial Rate Federal Funds Rate
LIBOR Telerate LIBOR Reuters Treasury Rate
Treasury Rate Prime Rate J.J. Kenny Rate
Constant Maturity
Eleventh District Cost of Funds Rate Other (see attached)
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates: Accrue to Pay: Yes No
Indexed Principal Note: Yes (see attached) No
Floating Rate: Indexed Interest Rate: (see attached)
Spread Multiplier: Spread (+/-):
Spread Rest The Spread or Spread Multiplier may not be changed prior to
Stated Maturity.
The Spread or Spread Multiplier may be changed prior to
Stated Maturity (see attached).
Optional Reset Dates (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Inverse Floating Rate Note: Yes (see attached) No
Initial Fixed Interest Rate: Reset Fixed Reference
Rate:
Floating Rate / Fixed Rate Note: Yes (see attached) No
Amortizing Note: Yes No
Amortization Schedule:
Optional Redemption: Yes No
Optional Redemption Dates:
Redemption Prices:
Bond Yield to Maturity: Bond Yield to Call:
Optional Repayment: Yes No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of Stated Maturity: Yes No
Final Maturity:
Discount Note: Yes No
2
Total Amount of OID: Yield to Maturity:
Renewable Note: Yes (see attached) No
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
3
CITIGROUP INC., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company") for value
received hereby promises to pay CEDE & Co. or registered assigns, (a) the
Principal Amount or, in the case of an Indexed Principal Note, the Face Amount
adjusted by reference to prices, changes in prices, or differences between
prices, of securities, currencies, intangibles, goods, articles or commodities
or by such other objective price, economic or other measures (an "Index") as
described above or in the Pricing Supplement attached hereto or delivered
herewith, in the Specified Currency on the Stated Maturity shown above, or
earlier if and to the extent so provided herein, and (b) to pay accrued interest
on the Principal Amount then outstanding (or, in the case of an Indexed
Principal Note, the Face Amount then outstanding): (i) if this is a Floating
Rate Note, at the Initial Interest Rate shown above from the Original Issue Date
shown above until the first Interest Reset Date shown above following the
Original Issue Date and thereafter at the Base Rate shown above, adjusted by the
Spread or Spread Multiplier, if any, shown above, determined in accordance with
the provisions hereof, (ii) if this is an Indexed Rate Note, at a rate
determined by reference to an Index as described herein, (iii) if this is an
Inverse Floating Rate Note, at the Initial Interest Rate shown above from the
Original Issue Date shown above until the first Interest Reset Date shown above
following the Original Issue Date and thereafter at the Inverse Floating Rate,
as determined in accordance with the provisions hereof, or (iv) if this is a
Floating Rate/Fixed Rate Note, at a rate determined as described herein, until,
in each case, the Principal Amount or the Face Amount is paid or duly provided
for in accordance with the terms hereof. The interest so payable, and
punctually paid or duly provided for, on each Interest Payment Date specified
herein will, as provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which, in the case of any Interest Payment Date shall be the
date (whether or not a Business Day), fifteen calendar days immediately
preceding such Interest Payment Date and, in the case of interest payable at
Stated Maturity shall be the Stated Maturity of this Note. Notwithstanding the
foregoing, if this Note is issued between a Regular Record Date and the related
Interest Payment Date, the interest so payable for the period from the Original
Issue Date to such Interest Payment Date shall be paid on the next succeeding
Interest Payment Date to the Registered Holder hereof on the related Regular
Record Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Registered Holder hereof on such
Regular Record Date and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee (referred to on the reverse hereof), notice whereof shall be given
to Holders of Notes not less than ten days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed,
and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is (i) not a day on which banking institutions are
authorized or required by law or regulation to be closed in (a) The City of New
York or (b) if the Specified Currency shown
4
above (as defined below) is other than U.S. dollars, the financial center of the
country issuing the Specified Currency (which, in the case of the Euro, shall be
Brussels, Belgium) and (ii) if the Base Rate specified above is LIBOR, a London
Banking Day. "London Banking Day" means any day on which dealings in deposits
in the Specified Currency are transacted in the London interbank market.
The indebtedness evidenced by this Note is, to the extent set forth in
the Indenture, expressly subordinated and subject in right of payment to the
prior payment in full of Senior Indebtedness as defined in the Indenture, and
this Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination as
provided in the Indenture and appoints the Trustee as his attorney-in-fact for
any and all such purposes.
If this Note is an Amortizing Note as shown on the face hereof, a
portion or all the principal amount of the Note is payable prior to Stated
Maturity in accordance with a schedule, by application of a formula, or by
reference to an index (as described above).
The principal hereof and any premium and interest hereon are payable
by the Company in the Specified Currency shown above. If the Specified Currency
shown above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above, elect to receive
all payments in respect hereof in the Specified Currency by delivery of a
written notice to the Trustee not later than fifteen calendar days prior to the
applicable payment date. Such election will remain in effect until revoked by
written notice to the Trustee received not later than fifteen calendar days
prior to the applicable payment date. If the Company determines that the
Specified Currency is not available for making payments in respect hereof due to
the imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions or within
the international banking community, then the Holder hereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, and payments shall be in U.S. dollars, until
the Company determines that the Specified Currency is again available for making
such payments.
Payments of interest in U.S. dollars (other than interest payable at
Maturity) will be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, PROVIDED, that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal
amount of Notes of like tenor and term, such U.S. dollar interest payments
will be made by wire transfer of immediately available funds, but only if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than fifteen calendar days prior to the applicable
5
Interest Payment Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF AND IN ANY PRICING SUPPLEMENT ATTACHED HERETO OR
DELIVERED HEREWITH, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The First National Bank of
Chicago, or its successor, as Trustee.
6
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated:
CITIGROUP INC.
By
------------------------------------
Authorized Officer
[Seal]
Attest
---------------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By
------------------------------------
Authorized Signatory
7
(Reverse of Security)
CITIGROUP INC.
MEDIUM-TERM SUBORDINATED NOTE, SERIES A
(FLOATING OR INDEXED RATE)
GENERAL
This Note is one of a series of duly authorized debt securities of the
Company (the "Debt Securities") issued or to be issued in one or more series
under an indenture, dated as of July 17, 1998, as amended (the "Indenture")
between the Company and The First National Bank of Chicago, as trustee (the
"Trustee," which term includes any successor Trustee under the Indenture) to
which indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by the Company or its agent, as exchange rate agent
for the Notes (the "Exchange Rate Agent") on the basis of the noon buying rate
in New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such currencies on the applicable issue dates.
Unless otherwise specified above, the authorized denominations of
Notes denominated in U.S. dollars will be U.S.$1,000 and any larger amount
that is an integral multiple of U.S.$1,000. The authorized denominations
of Notes denominated in a currency other than U.S. dollars will be as
set forth on the respective faces thereof.
Each Registered Note will be issued initially as either a Book-Entry
Note or, if so specified above, a Certificated Note. Book-Entry Notes will not
be exchangeable for Certificated Notes and, except as otherwise provided in the
Indenture, will not otherwise be issuable as Certificated Notes.
FLOATING RATE NOTES
Unless otherwise specified on the face hereof, if this Note is a
Floating Rate Note, this Note will bear interest from its Original Issue Date to
the first Interest Reset Date (as defined below) at the Initial Interest Rate
set forth on the face hereof. Thereafter, the interest rate hereon for each
Interest Reset Period (as defined below) will be determined by reference to the
Base Rate specified on the face hereof, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, specified on the face hereof. The
Base Rates that may be specified on the face hereof are LIBOR, the Commercial
Paper Rate, the Treasury Rate, the Federal Funds Rate, the
CD Rate, the Prime Rate, the J.J. Kenny Rate, the Eleventh District Cost of
Funds Rate or any other Base Rate specified on the face hereof. "H.15(519)"
means the publication entitled "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication, published by the Board of Governors of the
Federal Reserve System.
As specified on the face hereof, this Note may also have either or
both of the following (in each case expressed as a rate per annum on a simple
interest basis): (i) a maximum limitation, or ceiling, on the rate at which
interest may accrue during any interest period ("Maximum Interest Rate") and
(ii) a minimum limitation, or floor, on the rate at which interest may accrue
during any interest period ("Minimum Interest Rate"). In addition to any
Maximum Interest Rate that may be specified on the face hereof, the interest
rate will in no event be higher than the maximum rate permitted by applicable
law, as the same may be modified by United States law of general application.
The Company will appoint, and enter into an agreement with, agents
(each, a "Calculation Agent") to calculate interest rates on this Note. All
determinations of interest rates by the Calculation Agent shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Holder
hereof. Unless otherwise specified on the face hereof, The First National Bank
of Chicago shall be the Calculation Agent for this Note. At the request of the
Holder hereof, the Calculation Agent will provide the interest rate then in
effect and, if determined, the interest rate that will become effective on the
next Interest Reset Date.
The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof, and the first day of each Interest Reset
Period being an "Interest Reset Date"). Unless otherwise specified on the face
hereof, the Interest Reset Dates will be, if this Note resets daily, each
Business Day; if this Note (unless this Note is a Treasury Rate Note) resets
weekly, Wednesday of each week; if this Note is a Treasury Rate Note that resets
weekly, Tuesday of each week (except as provided below under "Determination of
Treasury Rate"); if this Note resets monthly, the third Wednesday of each month
(with the exception of monthly reset Eleventh District Cost of Funds Rate Notes,
which reset on the first calendar day of each month); if this Note resets
quarterly, the third Wednesday of March, June, September and December of each
year; if this Note resets semiannually, the third Wednesday of the two months of
each year specified on the face hereof; and if this Note resets annually, the
third Wednesday of the month of each year specified on the face hereof. If an
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that, if the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day. If an auction of direct
obligations of United States Treasury Bills falls on a day that is an Interest
Reset Date for Treasury Rate Notes, the Interest Reset Date shall be the
succeeding Business Day.
1
Unless otherwise specified on the face hereof, the interest payable
hereon on each Interest Payment Date shall be the interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid, as the case may be, to but excluding such Interest Payment Date, PROVIDED,
HOWEVER, that if the interest rate is reset daily or weekly, the interest
payable hereon shall be the interest accrued from and including the Original
Issue Date or the last date to which interest has been accrued and paid, as the
case may be, to but excluding the Record Date immediately preceding such
Interest Payment Date, except that, at Maturity, the interest payable will
include interest accrued to, but excluding, the date of Maturity.
If more than one Interest Reset Date occurs during any period for
which accrued interest is being calculated, accrued interest shall be calculated
by multiplying the principal amount hereof (or if this Note is an Indexed
Principal Note, the Face Amount specified on the face hereof) by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which accrued
interest is being calculated. The interest factor (expressed as a decimal
calculated to seven decimal places without rounding) for each such day is
computed, unless otherwise specified on the face hereof, by dividing the
interest rate in effect on such day by 360 if the Base Rate specified on the
face hereof is the Commercial Paper Rate, the Federal Funds Rate, the CD Rate,
the J.J. Kenny Rate, the Prime Rate, the Eleventh District Cost of Funds Rate or
LIBOR, or by the actual number of days in the year, if the Base Rate specified
on the face hereof is the Treasury Rate. In all other cases, accrued interest
shall be calculated by multiplying the principal amount hereof (or if this Note
is an Indexed Principal Note, the Face Amount specified on the face hereof) by
the interest rate in effect during the period for which accrued interest is
being calculated, and multiplying that product by the quotient obtained by
dividing the number of days in the period for which accrued interest is being
calculated by 360 if the Base Rate specified on the face hereof is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate the J.J. Kenny Rate,
the prime Rate, the Eleventh District cost of Funds Rate or LIBOR, or by the
actual number of days in the year, if the Base Rate specified on the face hereof
is the Treasury Rate. For purposes of making the foregoing calculations, the
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date.
Unless otherwise specified on the face hereof, all percentages
resulting from any calculation of the rate of interest hereof will be rounded,
if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all currency amounts
used in or resulting from such calculation will be rounded to the nearest
one-hundredth of a unit (with .005 of a unit being rounded upward).
Unless otherwise specified on the face hereof, interest will be
payable, if this Note resets daily, weekly or monthly (other than Eleventh
District Cost of Funds Rate Notes), on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year, as
specified on the face hereof or, in the case of Eleventh District Cost of Funds
Rate Notes, on the first calendar day of each March, June, September and
December; if this Note resets quarterly, on the third Wednesday of March, June,
September and December of
2
each year; if this Note resets semiannually, on the third Wednesday of the two
months of each year specified on the face hereof; and if this Note resets
annually, on the third Wednesday of the month of each year specified on the face
hereof, and in each case at Maturity (each such day being an "Interest Payment
Date"). If an Interest Payment Date would otherwise fall on a day that is not a
Business Day, such Interest Payment Date shall be postponed to the next
succeeding Business Day, except that, if the Base Rate specified on the face
hereof is LIBOR and such Business Day is in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding Business Day,
PROVIDED, HOWEVER, if with respect to any Note for which "Accrue to Pay" is not
specified on the face hereof, if an Interest Payment Date with respect to such
Note would otherwise be a day that is not a Business Day, such Interest Payment
Date shall not be postponed; PROVIDED, FURTHER, that any payment required to be
made in respect of a Note that does not Accrue to Pay on a date (including the
day of Stated Maturity) that is not a Business Day for such Note need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on such dates, and no additional interest shall
accrue as a result of such delayed payment.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading below.
DETERMINATION OF CD RATE
If the Base Rate specified on the face hereof is the CD Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and the Spread or Spread Multiplier, if
any, specified on the face hereof. The "CD Rate" for each Interest Reset Period
shall be the rate as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "CD Rate Determination Date") for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "CDs (Secondary Market)." In the
event that such rate is not published prior to 3:00 p.m., New York City time, on
the Calculation Date (as defined below) pertaining to such CD Rate Determination
Date, then the "CD Rate" for such Interest Reset Period will be the rate on such
CD Rate Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 p.m. Quotations
for U.S. Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or Composite
Quotations, then the "CD Rate" for such Interest Reset Period will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 a.m., New York City time, on such CD Rate
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money center
banks of the highest credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index Maturity on the face
hereof in a denomination of
3
$5,000,000, PROVIDED, HOWEVER, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as the CD Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
The "Calculation Date" pertaining to any CD Rate Determination Date
shall be the tenth calendar day after such CD Rate Determination Date or, if
such day is not a Business Day, the next succeeding Business Day.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Base Rate shown on the face hereof is the Commercial Paper
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Commercial Paper Rate and the
Spread or Spread Multiplier, if any, specified on the face hereof. The
"Commercial Paper Rate" for each Interest Reset Period will be determined by the
Calculation Agent as of the second Business Day prior to the Interest Reset Date
for such Interest Reset Period (a "Commercial Paper Rate Determination Date")
and shall be the Money Market Yield (as defined below) on such Commercial Paper
Rate Determination Date of the rate for commercial paper having the Index
Maturity specified on the face hereof, as such rate shall be published in
H.15(519) under the heading "Commercial Paper." In the event that such rate is
not published prior to 3:00 p.m., New York City time, on the tenth calendar day
after such Commercial Paper Rate Determination Date or, if such day is not a
Business Day, the next succeeding Business Day, (the "Calculation Date") then
the Commercial Paper Rate for such Interest Reset Period shall be the Money
Market Yield on such Commercial Paper Rate Determination Date of the rate for
commercial paper of the Index Maturity specified on the face hereof as published
in Composite Quotations under the heading "Commercial Paper." If by 3:00 p.m.,
New York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or Composite Quotations, then the "Commercial Paper Rate" for
such Interest Reset Period shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 a.m., New York City time, on such
Commercial Paper Rate Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper of the Index Maturity specified on the face hereof placed for an
industrial issuer whose bonds are rated "AA" or the equivalent by a nationally
recognized rating agency, PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting offered rates as mentioned in
this sentence, the "Commercial Paper Rate" for such Interest Reset Period will
be the same as the Commercial Paper Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the Initial
Interest Rate).
"Money Market Yield" shall be the yield calculated in accordance with
the following formula:
D x 360
Money Market Yield = ------------------ X 100
360 - (D x M)
4
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof.
The "Calculation Date" pertaining to any Commercial Paper Rate
Determination Date shall be the tenth calendar day after such Commercial Paper
Rate Determination Date or, if such day is not a Business Day, the next
succeeding Business Day.
DETERMINATION OF FEDERAL FUNDS RATE
If the Base Rate specified on the face hereof is the Federal Funds
Rate, this Note will bear interest for each Interest Reset Period at the
interest rate calculated with reference to the Federal Funds Rate and Spread or
Spread Multiplier, if any, specified on the face hereof. The "Federal Funds
Rate" for each Interest Reset Period shall be the effective rate on the Interest
Reset Date for such Interest Reset Period (a "Federal Funds Rate Determination
Date") for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)." In the event that such rate is not published prior to 3:00
p.m., New York City time, on the Calculation Date (as defined below) pertaining
to such Federal Funds Rate Determination Date, the "Federal Funds Rate" for such
Interest Reset Period shall be the rate on such Federal Funds Rate Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 p.m., New York City time, on such Calculation
Date, such rate is not yet published in either H.15(519) or Composite
Quotations, then the "Federal Funds Rate" for such Interest Reset Period shall
be the rate on such Federal Funds Rate Determination Date made publicly
available by the Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal Funds (Effective),"
PROVIDED, HOWEVER, that if such rate is not made publicly available by the
Federal Reserve Bank of New York by 3:00 p.m., New York City time, on such
Calculation Date, the "Federal Funds Rate" for such Interest Reset Period will
be the same as the Federal Funds Rate in effect for the immediately preceding
Interest Reset Period (or, if there is no such Interest Reset Period, the
Initial Interest Rate). If this Note resets daily, the interest rate on this
Note for the period from and including a Monday to but excluding the succeeding
Monday will be reset by the Calculation Agent on such second Monday (or, if not
a Business Day, on the next succeeding Business Day) to a rate equal to the
average of the Federal Funds Rates in effect with respect to each such day in
such week.
The "Calculation Date" pertaining to any Federal Funds Rate
Determination Date shall be the next succeeding Business Day.
DETERMINATION OF LIBOR
If the Base Rate specified on the face hereof is LIBOR, this Note will
bear interest for each Interest Reset Period at the interest rate calculated
with reference to LIBOR and the Spread or Spread Multiplier, if any, specified
on the face hereof. "LIBOR" for each Interest Reset Period will be determined
by the Calculation Agent as follows:
5
(1) On the second London Banking Day prior to the Interest Reset Date
for such Interest Reset Period (a "LIBOR Determination Date"), the
Calculation Agent for such LIBOR Note will determine the offered rates for
deposits in the Specified Currency for the period of the Index
Maturity specified on the face hereof, commencing on such Interest
Reset Date, which appear on the Designated LIBOR Page at
approximately 11:00 a.m., London time, on such LIBOR Determination Date.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate" is designated
on the face hereof, the display designated as page "3750" on the Bridge
Telerate Service (or such other page as may replace page "3750" on such
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying the London interbank offered
rates of major banks) or (b) if "LIBOR Reuters" is designated on the face
hereof, the display designated as page "LIBO" on the Reuters Monitor Money
Rates Service (or such other page as may replace the LIBO page on such
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates of
major banks). If neither LIBOR Reuters nor LIBOR Telerate is specified on
the face hereof, LIBOR will be determined as if LIBOR Telerate had been
specified. If at least two such offered rates appear on the Designated
LIBOR Page, "LIBOR" for such Interest Reset Period will be the arithmetic
mean of such offered rates as determined by the Calculation Agent for such
LIBOR Note.
(2) If LIBOR cannot be determined as described above (either because
the Designated LIBOR Page is no longer available or because fewer than two
offered rates appear on the Designated LIBOR Page on such LIBOR
Determination Date), the Calculation Agent will request the principal
London offices of each of four major banks in the London interbank market
selected by the Calculation Agent to provide the Calculation Agent with its
offered quotations for deposits in the Specified Currency for the period of
the Index Maturity specified on the face hereof, commencing on such
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such LIBOR Determination Date and
in a principal amount equal to an amount of not less than $1,000,000 or the
approximate equivalent thereof in the Specified Currency that is
representative of a single transaction in such market at such time. If at
least two such quotations are provided, "LIBOR" for such Interest Reset
Period will be the arithmetic mean of such quotations. If fewer than two
such quotations are provided,"LIBOR" for such Interest Reset Period will be
the arithmetic mean of rates quoted by three major banks in The City of New
York selected by the Calculation Agent at approximately 11:00 a.m., New
York City time, on such LIBOR Determination Date for loans in the Specified
Currency to leading European banks for the period of the Index Maturity
specified on the face hereof, commencing on such Interest Reset Date, and
in a principal amount
6
equal to an amount of not less than $1,000,000 or the approximate
equivalent thereof in the Specified Currency that is representative of a
single transaction in such market at such time, PROVIDED, HOWEVER, that if
fewer than three banks selected as aforesaid by the Calculation Agent are
quoting rates as mentioned in this sentence, "LIBOR" for such Interest
Reset Period will be the same as LIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
DETERMINATION OF TREASURY RATE
If the Base Rate specified on the face hereof is the Treasury Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof. Unless "Constant Maturity"
is specified on the face hereof, The "Treasury Rate" for each Interest Reset
Period will be the rate for the auction held on the Treasury Rate
Determination Date (as defined below) for such Interest Reset Period of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof, as published in H.15(519) under the heading "U.S.
Government Securities-Treasury bills-auction average (investment)" or, if not so
published by 3:00 p.m., New York City time, on the tenth calendar day after such
Treasury Rate Determination Date (or, if such day is not a Business Day, the
next succeeding Business Day) (the "Calculation Date"), the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) on such Treasury Rate Determination
Date as otherwise announced by the United States Department of the Treasury. In
the event that the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are not published or reported as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held on such Treasury Rate Determination Date, then the "Treasury
Rate" for such Interest Reset Period shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates as of approximately
3:30 p.m., New York City time, on such Treasury Rate Determination Date, of
three leading primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof, PROVIDED, HOWEVER,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting bid rates as mentioned in this sentence, then the "Treasury Rate" for
such Interest Reset Period will be the same as the Treasury Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
The "Treasury Rate Determination Date" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such Interest
Reset Period falls on which Treasury bills would normally be auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding Friday.
If,
7
as the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Rate Determination Date pertaining to the
Interest Reset Period commencing in the next succeeding week. If an auction
date shall fall on any day that would otherwise be an Interest Reset Date for a
Note whose Base Rate is the Treasury Rate, then such Interest Reset Date shall
instead be the Business Day immediately following such auction date.
If "Constant Maturity" is specified in the applicable Pricing
Supplement, the "Treasury Rate" for each Interest Reset Period will be
the rate that is set forth in the Federal Reserve Board publication H.15(519)
opposite the caption "U.S. Government/Securities/Treasury Constant Maturities/"
in the Index Maturity with respect to the applicable Constant Maturity Treasury
Rate Determination Date (as defined below). If the H.15(519) is not published,
the "Treasury Rate" shall be the rate that was set forth on Telerate
Page 7055, or its successor page (as determined by the Calculation
Agent), on the applicable Constant Maturity Treasury Rate Determination Date
opposite the applicable Index Maturity. If no such rate is set forth, then the
Treasury Rate for such Interest Reset Period shall be established by the
Calculation Agent as follows. The Calculation Agent will contact the Federal
Reserve Board and request the Treasury Rate, in the applicable Index Maturity,
for the Constant Maturity Treasury Rate Determination Date. If the Federal
Reserve Board does not provide such information, then the Treasury Rate for such
Interest Reset Date will be the arithmetic mean of bid-side quotations,
expressed in terms of yield, reported by three leading U.S. government
securities dealers (one or more of which may be an Agent), according to their
written records, as of 3:00 p.m. (New York City time) on the Constant Maturity
Treasury Rate Determination Date, for the noncallable U.S. Treasury Note that is
nearest in maturity to the Index Maturity, but not less than exactly the Index
Maturity and for the noncallable U.S. Treasury Note that is nearest in maturity
to the Index Maturity, but not more than exactly the Index Maturity. The
Calculation Agent shall calculate the Treasury Rate by interpolating to the
Index Maturity based on an actual/actual date count basis, the yield on the two
Treasury Notes selected. If the Calculation Agent cannot obtain three such
adjusted quotations, the Treasury Rate for such Interest Reset Date will be the
arithmetic mean of all such quotations, or if only one such quotation is
obtained, such quotation, obtained by the Calculation Agent. In all events, the
Calculation Agent shall continue polling dealers until at least one adjusted
yield quotation can be determined.
"The Constant Maturity Treasury Rate Determination Date" shall be the
tenth Business Day prior to the Interest Reset Date for the applicable Interest
Reset Period.
The "Calculation Date" pertaining to any Treasury Rate Determination
Date or Constant Maturity Treasury Rate Determination Date, as applicable, shall
be the tenth calendar day after such Treasury Rate Determination Date or
Constant Maturity Treasury Rate Determination Date, as applicable, or, if such a
day is not a Business Day, the next succeeding Business Day.
8
DETERMINATION OF PRIME RATE
Prime Rate Notes will bear interest at the interest rates (calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any) specified in the Prime Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, the
"Prime Rate" for each Interest Reset Period will be determined by the
Calculation Agent for such Prime Rate Note as of the second Business Day prior
to the Interest Reset Date for such Interest Reset Period (a "Prime Rate
Determination Date") and shall be the rate made available and subsequently
published on such date in H.15(519) under the heading "Bank Prime Loan." In the
event that such rate has not been made available prior to 3:00 p.m., New York
City time, on the Calculation Date (as defined below) pertaining to such Prime
Rate Determination Date, the Prime Rate will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF Page (as defined
below) as such bank's prime rate or base lending rate as in effect for such
Prime Rate Determination Date. If fewer than four such rates but more than one
such rate appear on the Reuters Screen NYMF Page for the Prime Rate
Determination Date, the rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Prime Rate Determination Date by four major
money center banks in The City of New York selected by the Calculation Agent.
If fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime
Rate will be calculated by the Calculation Agent and will be the arithmetic mean
of the prime rates quoted in The City of New York on such Prime Rate
Determination Date by at least three substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, having total equity capital of at least U.S.$500,000,000 and being
subject to supervision or examination by Federal or State authority, selected by
the Calculation Agent to provide such rate or rates; PROVIDED, HOWEVER, that if
the banks or trust companies selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate with respect to such
Prime Rate Determination Date will be the Prime Rate in effect on such Prime
Rate Determination Date. "Reuters Screen NYMF Page" means the display
designated as page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks).
The "Calculation Date" pertaining to any Prime Rate Determination Date
shall be the tenth calendar day after such Prime Rate Determination Date or, if
such day is not a Business Day, the next succeeding Business Day.
9
DETERMINATION OF J.J. KENNY RATE
J.J. Kenny Rate Notes will bear interest at the interest rates
(calculated by reference to the J.J. Kenny Rate and the Spread and/or Spread
Multiplier, if any) specified in the J.J. Kenny Rate Notes and in the applicable
Pricing Supplement.
Unless otherwise indicated in an applicable Pricing Supplement, the
"J.J. Kenny Rate" for each Interest Reset Period will be determined by the
Calculation Agent for such J.J. Kenny Rate Note as of the second Business Day
prior to the Interest Reset Date for such Interest Reset Period (a "J.J. Kenny
Rate Determination Date") and shall be the per annum rate on such date equal to
the index made available and subsequently published by Kenny Information Systems
or its successor, based upon 30-day yield evaluations at par of bonds, the
interest on which is excludable from gross income for federal income tax
purposes under the Internal Revenue Code of 1986, as amended (the "Code"), of
not less than five "high grade" component issuers selected from time to time by
Kenny Information Systems, including without limitation, issuers of general
obligation bonds; PROVIDED, HOWEVER, that the bonds on which the index is based
shall not include any bonds the interest on which is subject to an "alternate
minimum tax" or similar tax under the Code, unless all tax-exempt bonds are
subject to such tax. If such rate is not made available by 3:00 P.M., New York
City time, on the Calculation Date (as defined below) pertaining to such J.J.
Kenny Rate Determination Date, the J.J. Kenny Rate shall be the rate quoted by a
successor indexing agent selected by the Company equaling the prevailing rate
for bonds rated in the highest short-term rating category by Moody's Investors
Service, Inc. and Standard & Poor's Corporation in respect of issuers selected
by such successor indexing agent most closely resembling the "high grade"
component issuers selected by Kenny Information Systems that are subject to
tender by the holders thereof for purchase on not more than seven days' notice
and the interest on which is (A) variable on a weekly basis, (B) excludable from
gross income for federal income tax purposes under the Code, and (C) not subject
to an "alternate minimum tax" or similar tax under the Code, unless all
tax-exempt bonds are subject to such tax; PROVIDED, HOWEVER, that if a successor
indexing agent is not available, the J.J. Kenny Rate with respect to such J.J.
Kenny Rate Determination Date will be the J.J. Kenny Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset Period,
the Initial Interest Rate).
The "Calculation Date" pertaining to any J.J. Kenny Rate Determination
Date shall be the tenth calendar day after such J.J. Kenny Rate Determination
Date or, if such day is not a Business Day, the next succeeding Business Day.
DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE
Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or
10
Spread Multiplier, if any) specified in the Eleventh District Cost of Funds Rate
Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in an applicable Pricing Supplement, the
"Eleventh District Cost of Funds Rate," for each Interest Reset Period will be
determined by the Calculation Agent for such Eleventh District Cost of Funds
Rate Note as of the last working day of the month immediately prior to such
Interest Reset Date for such Interest Reset Period on which the Federal Home
Loan Bank of San Francisco (the "FHLB of San Francisco") publishes the Eleventh
District Cost of Funds Index (as defined below) (the "Eleventh District Cost of
Funds Rate Determination Date"), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such Eleventh
District Cost of Funds Rate Determination Date as set forth under the caption
"Eleventh District" on the Telerate Page 7058 as of 11:00 A.M., San Francisco
time, on such Eleventh District Cost of Funds Rate Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Rate Determination Date, the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Eleventh District Cost of Funds Rate Index") by the FHLB of San Francisco as
such cost of funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month next preceding such Eleventh District Cost of Funds Rate
Determination Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Determination Date will be the Eleventh
District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Rate Determination Date.
INVERSE FLOATING RATE NOTES
If this Note is designated as an Inverse Floating Rate Note on the
face hereof, the Inverse Floating Rate shall be equal to (i) in the case of the
period, if any, commencing on the Issue Date (or such other date which may
be specified on the face hereof as the date on which this Note shall begin
to accrue interest), up to the first Interest Reset Date, the Initial Fixed
Interest Rate shown above, and (ii) in the case of each period commencing on an
Interest Reset Date, the Reset Fixed Reference Rate shown above minus the
interest rate determined by reference to the Base Rate shown above, as adjusted
by the Spread or Spread Multiplier, if any, as determined in accordance with the
provisions hereof, PROVIDED, HOWEVER, that (x) the interest rate thereon will
not be less than zero and (y) the interest rate in effect for the ten days
immediately prior to the date of Maturity will be the rate in effect on the
tenth day preceding such date.
FLOATING RATE/FIXED RATE NOTES
If this Note is designated as a Floating Rate/Fixed Rate Note, this
Note will be a Floating Rate note for a specified portion of its term and a
Fixed Rate Note for the remainder of its term, in which event the interest rate
on this Note will be determined as provided herein as if
11
it were a Floating Rate Note and a Fixed Rate Note hereunder for each such
respective period, all as described herein and in the applicable Pricing
Supplement.
SUBSEQUENT INTEREST PERIODS
If so specified on the face hereof, the Spread or Spread Multiplier on
this Note may be reset by the Company on the date or dates specified on the face
hereof (each an "Optional Reset Date"). Not later than 40 days prior to each
Optional Reset Date, the Trustee will mail to the Holder of this Note a notice
(the "Reset Notice"), first class, postage prepaid, indicating whether the
Company has elected to reset the Spread or Spread Multiplier, and if so, (i)
such new Spread or Spread Multiplier and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date, or, if there is no such next Optional Reset Date, to the Stated
Maturity of this Note (each such period, a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the Spread or
Spread Multiplier provided for in the Reset Notice and establish a higher Spread
or Spread Multiplier for the Subsequent Interest Period by causing the Trustee
to mail notice of such higher Spread or Spread Multiplier to the Holder of this
Note. Such notice shall be irrevocable. All Registered Notes with respect to
which the Spread or Spread Multiplier is reset on an Optional Reset Date will
bear such higher Spread or Spread Multiplier.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
INDEXED NOTES
If this Note is an Indexed Note, then certain or all interest
payments, in the case of an Indexed Rate Note, and/or the principal amount
payable at Stated Maturity or earlier redemption or retirement, in the case of
an Indexed Principal Note, is determined by reference to the amount designated
on the face hereof as the Face Amount of this Note and by reference to the Index
as described on the face hereof. If this Note is a Floating Rate Note or
Indexed Rate Note that is also an Indexed Principal Note, the amount of any
interest payment will be determined by reference to the Face Amount described on
the face hereof unless otherwise specified. If this Note is an Indexed
Principal Note, the principal amount payable at Stated Maturity or any earlier
redemption or repayment of this Note may be different from the Face Amount. If
the determina-
12
tion of the Index is calculated or announced by a third party, which may be an
affiliate of the Company, and such third party either suspends the calculation
or announcement of such Index or changes the basis upon which such Index is
calculated (other than changes consistent with policies in effect at the time
this Note was issued and permitted changes described on the face hereof), then
such Index shall be calculated for this Note's purposes by another third party,
which may be an affiliate of the Company, selected by the Company subject to the
same conditions and controls as applied to the original third party. If for any
reason such Index cannot be calculated on the same basis and subject to the same
conditions and controls as applied to the original third party, then the indexed
interest payments, if any, or any indexed principal amount of this Note shall be
calculated in the manner described on the face hereof. Any determination of
such third party shall, in the absence of manifest error, be binding on all
parties.
SPECIFIED CURRENCY
If the Specified Currency is other than U.S. dollars, the amount of
any U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions
from such payments. If no such bid quotations are available, then
such payments will be made in the Specified Currency, unless the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph.
PAYMENTS IN CURRENCIES OTHER THAN THE SPECIFIED CURRENCY
Except as set forth below, if any payment in respect hereof is
required to be made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such
foreign currency shall be converted into U.S. dollars on the basis of the
most recently available Market Exchange Rate for such currency or as
otherwise indicated on the face hereof. Any payment made under such
circumstances in U.S. dollars will not constitute an Event of Default
under the Indenture.
13
In the event of an official redenomination of the Specified Currency
of this Note (other than as a result of European Monetary Union, but
including, without limitation, an official redenomination of any such Specified
Currency that is a composite currency), the obligations of the Company with
respect to payments on this Note shall, in all cases, be deemed immediately
following such redenomination to provide for the payment of that amount of
redenominated currency representing the amount of such obligations
immediately before such redenomination. This Note does not provide for
any adjustment to any amount payable under this Note as a result of (i) any
change in the value of the Specified Currency hereof relative to any other
currency due solely to fluctuations in exchange rates or (ii) any
redenomination of any component currency of any composite currency (unless
such composite currency is itself officially redenominated). In the event
of European Monetary Union, the procedures described in this paragraph shall
not apply, and the obligations of the Company with respect to payments on
this Note shall instead be determined as set forth in the following paragraph.
Stage III of the European Economic and Monetary Union ("Stage III") is
presently scheduled to commence on January 1, 1999 for those member states of
the European Union that satisfy the economic convergence criteria set forth in
the Treaty on European Union. On March 25, 1998, the European Commission
officially recommended that eleven of the member states of the European Union be
allowed to participate in Stage III; these eleven member states are Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal and Spain (collectively, the "Participating Member States"). It is
possible that additional member states of the European Union may participate in
Stage III after January 1, 1999, in which case each such additional member state
will also become a "Participating Member State." Certain of the foreign
currencies in which this Note may be denominated or payments in respect of this
Note may be due or by which amounts due on the Notes may be calculated may be
issued by Participating Member States (each such country, a "Relevant
Jurisdiction" with respect to such Note). Stage III includes the introduction
of a new legal currency (the "Euro") which will be legal tender in the
Participating Member States, existing in parallel with the present national
currency of each Participating Member State. It is currently anticipated that
on and after January 1, 2002, the national currencies of Participating Member
States will cease to exist and the sole legal tender in such States will be the
Euro. It is anticipated that the European Union will adopt regulations or other
legislation providing specific rules for the introduction of the Euro in
substitution for the respective national currencies of Participating Member
States, which regulations or legislation may be supplemented by legislation of
the individual member states. The laws and regulations of the European Union
(and, if any, of such Relevant Jurisdiction) relating to the Euro implemented
pursuant to or by virtue of the Treaty on European Union may apply to this Note
and the Indenture. Such laws and regulations, and future market conventions
applicable in the European Union to securities similar to this Note, may be
inconsistent in varying degrees with the terms and conditions of this Note. To
the extent that references in the Indenture governing this Note or in the terms
and conditions of this Note, to any business day, day-count, day-count fraction
or other convention shall be inconsistent with such European Union laws,
regulations or market conventions that are applicable to securities similar to
this Note held in international clearing systems, the Company, in its discretion
(but after consultation
14
with the Trustee, and with any principal paying agent located in a European
Union member state), may amend such references and terms and conditions to be in
harmony with, or to otherwise comply with, such laws, regulations and/or market
conventions. Any such amendment shall be effected without the necessity of
obtaining the consent of the Holder of this Note.
If, following the commencement of Stage III by a Relevant
Jurisdiction, the Company has the option, pursuant to applicable law, to make
payments of principal of, or interest on or any other amounts in respect of,
this Note in either the current national currency of a Relevant Jurisdiction or
Euro, the Company will make such payments in such national currency or Euro at
its sole discretion. To the extent that the introduction of the Euro
necessitates the rounding up or down of certain amounts or quotations expressed
in Euro with respect to this Note, such rounding will be made in conformity with
prevailing market conventions in the European Union or, in the absence of an
applicable market convention, to the nearest Euro cent.
The circumstances and consequences described in this paragraph and any
resultant amendment to the terms and conditions of this Note will not entitle
any Holder hereof (i) to any legal remedy, including, without limitation,
redemption, rescission, notice, repudiation, adjustment or renegotiation of the
terms and conditions of this Note or the Indenture, or (ii) to raise any defense
or make any claim (including, without limitation, claims of breach, force
majeure, frustration of purpose or impracticability) or any other claim for
compensation, damages or any other relief.
DUAL CURRENCY NOTES
If this Note is specified on the face hereof as a Dual Currency Note,
the Company may have a one time option, exercisable on one or more dates (each
an "Option Election Date") in whole, but not in part, with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such
Notes) in an optional currency (the "Optional Payment Currency").
If the Company makes such an election, the amount payable in the
Optional Payment Currency shall be determined using the Designated Exchange Rate
specified in the applicable Pricing Supplement. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, in which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
RENEWABLE NOTES
15
If this Note is specified on the face hereof as a Renewable Note, this
Note will mature on an Interest Payment Date occurring in or prior to the
twelfth month following the Original Issue Date of this Note (the "Initial
Maturity Date") unless the term of all or any portion of this Note is renewed in
accordance with the following procedures:
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof) prior to the Initial Maturity Date of a this Note (the "Initial Renewal
Date") and on the Interest Payment Date occurring in each sixth month (or in the
last month of each Special Election Interval) after such Initial Renewal Date
(each, together with the Initial Renewal Date, a "Renewal Date"), the term of
this Note may be extended to the Interest Payment Date occurring in the twelfth
month (or, if a Special Election Interval is specified on the face hereof, the
last month in a period equal to twice the Special Election Interval) after such
Renewal Date, if the Holder of this Note elects to extend the term of this Note
or any portion thereof as described below. If the Holder does not elect to
extend the term of any portion of the principal amount of this Note during the
specified period prior to any Renewal Date, such portion will become due and
payable on the Interest Payment Date occurring in the sixth month (or the last
month in the Special Election Interval) after such Renewal Date (the "New
Maturity Date").
The Holder may elect to renew the term of this Note, or if so
specified, any portion thereof, by delivering a notice to such effect to the
Trustee (or any duly appointed paying agent) at the corporate trust office of
the Trustee or agency of the Trustee in the City of New York not less than 15
nor more than 30 days prior to such Renewal Date. Such election will be
irrevocable and will be binding upon each subsequent Holder of this Note. An
election to renew the term of this Note may be exercised with respect to less
than the entire principal amount of this Note only if so specified on the face
hereof and then only in such principal amount, or any integral multiple in
excess thereof, as is specified on the face hereof. Notwithstanding the
foregoing, the term of this Note may not be extended beyond the Stated Maturity
specified for this Note on the face hereof.
If the Holder does not elect to renew the term, this Note must be
presented to the Trustee (or any duly appointed paying agent) and, as soon as
practicable following receipt of such Note the Trustee (or any duly appointed
paying agent) shall issue in exchange therefor in the name of such Holder (i) a
Note, in a principal amount equal to the principal amount of such exchanged Note
for which no election to renew the term thereof was exercised, with terms
identical to those specified on such exchanged Note (except that such Note shall
have a fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if
an election to renew is made with respect to less than the full principal amount
of such Holder's Note, a replacement Renewable Note, in a principal amount equal
to the principal amount of such exchanged Note for which the election to renew
was made, with terms identical to the exchanged Note.
EXTENSION OF MATURITY
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If so specified on the face hereof, the Maturity of this Note may be
extended at the option of the Company for the period or periods of whole years
specified on the face hereof (each an "Extension Period") up to but not beyond
the date (the "Final Maturity") set forth on the face hereof. If the Company
exercises such option, the Trustee will mail to the Holder of this Note not
later than 40 days prior to the old Stated Maturity a notice (the "Extension
Notice") first class, postage prepaid indicating (i) the election of the Company
to extend the Maturity, (ii) the new Stated Maturity, (iii) the Spread or Spread
Multiplier applicable to the Extension Period and (iv) the provisions, if any,
for redemption during such Extension Period. Upon the Trustee's mailing of the
Extension Notice, the Maturity of this Note shall be extended automatically and,
except as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the mailing of such
Notice. Notwithstanding the foregoing, not later than 20 days prior to the old
Stated Maturity of this Note, the Company may, at its option, revoke the Spread
or Spread Multiplier provided for in the Extension Notice and establish a higher
Spread or Spread Multiplier for the Extension Period by causing the Trustee to
mail notice of such higher Spread or Spread Multiplier, first class, postage
prepaid to the Holder of this Note. Such notice shall be irrevocable. All
Registered Notes with respect to which the Maturity is extended will bear such
higher Spread or Spread Multiplier.
If the Company extends the Maturity of this Note, the Holder will have
the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Maturity hereof, the Holder must follow the procedures
set forth below for optional repayment, except that the period for delivery
of this Note or notification to the Trustee shall be at least 25 but not more
than 35 days before the such old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice,
the Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth day before the old
Stated Maturity.
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
If so specified on the face hereof, the Company may, at its option,
redeem this Note in whole or in part, on the date or dates (each an "Optional
Redemption Date") specified herein, at the price (the "Redemption Price")
(together with interest accrued to such Optional Redemption Date) specified
herein. Unless otherwise stated on the reverse hereof, the Trustee shall
mail to the Holder a notice of such redemption at least 30 days prior to the
date of redemption. Unless otherwise stated herein, the Company may exercise
such option with respect to a redemption of this Note in part only by
notifying the Trustee for this Note at least 45 days prior to any Optional
Redemption Date. In the event of redemption of this Note in part only, a
new Note or Notes for the unredeemed portion hereof will be issued to the
Holder hereof upon the cancellation hereof.
17
If so specified on the face hereof, this Note will be repayable prior
to Maturity at the option of the Holder on the Optional Repayment Dates shown on
the face hereof at the Optional Repayment Prices shown on the face hereof,
together with interest accrued to the date of repayment. In order for this Note
to be repaid, the Trustee must receive at least 30 but not more than 45 days
prior to an Optional Repayment Date (i) this Note with the form below entitled
"Option to Elect Repayment" duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
option to elect repayment is being exercised hereby and a guarantee that this
Note with the form below entitled "Option to Elect Repayment" duly completed
will be received by the Trustee not later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Note with
form duly completed must be received by the Trustee by such fifth Business Day.
Any tender of this Note for repayment (except pursuant to a Reset Notice or an
Extension Notice) shall be irrevocable. The repayment option may be exercised
by the Holder of this Note for less than the entire principal amount of the
Note, PROVIDED, that, the principal amount of this Note remaining outstanding
after repayment is an authorized denomination. Upon such partial repayment,
this Note shall be canceled and a new Note or Notes for the remaining principal
amount hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an
OID Note, the amount payable in the event of redemption or repayment prior
to the Stated Maturity hereof (other than pursuant to an optional redemption by
the Company at a stated Redemption Price) shall be the Amortized Face Amount
of this Note as of the redemption date or the date of repayment, as the case
may be. The Amortized Face Amount of this Note on any date shall be the
amount equal to (i) the Issue Price set forth on the face hereof plus
(ii) that portion of the difference between such Issue Price and the stated
principal amount of such Note that has accrued by such date at (x) the
Bond Yield to Maturity set forth on the face hereof or (y) if so specified,
the Bond Yield to Call set forth on the face hereof (computed in each
case in accordance with generally accepted United States bond yield
computation principles), PROVIDED, HOWEVER, that in no event shall the
Amortized Face Amount of a Note exceed its stated principal amount.
The Bond Yield to Call listed on the face of this Note shall be computed on the
basis of the first occurring Optional Redemption Date with respect to such Note
and the amount payable on such Optional Redemption Date. In the event that such
Note is not redeemed on such first occurring Optional Redemption Date, the Bond
Yield to Call with respect to such Note shall be recomputed on such Optional
Redemption Date on the basis of the next occurring Optional Redemption Date and
the amount payable on such
18
Optional Redemption Date, and shall continue to be so recomputed on each
succeeding Optional Redemption Date until the Note is so redeemed.
The Company may at any time purchase Notes at any price in
the open market or otherwise. Notes so purchased by the Company may,
at the discretion of the Company, be held or resold or surrendered to the
Trustee for such Notes for cancellation.
OTHER TERMS
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Person surrendering the same.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, the
City and State of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of this
series shall have occurred and be continuing, the principal of all the Debt
Securities of this series may be declared due and payable in this manner and
with the effect provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed,
stolen or lost and this Note or evidence of the loss, theft, or destruction
hereof (together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this
Note. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new
Note shall be borne by the Holder of this Note.
19
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company 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 and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of Debt Securities at the time outstanding of each series to be affected.
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 the Debt Securities of
such series, to waive compliance by the Company 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 Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt
Security and of any Debt Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their rights pursuant to
the Indenture or the Note 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, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and the coin or currency, herein
prescribed.
This Note shall be deemed to be a contract made and to be performed
solely in the State of New York and for all purposes be governed by, and
construed in accordance with, the laws of said State without regard to the
conflicts of law rules of said State.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
20
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT ________ Custodian___________
TEN ENT -as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors Act
JT ENT - as joint tenants with
right of survivorship _________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list
-------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay $____ principal amount of the within Note, pursuant to its terms, on the
"Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, 21 West, Attention: Michelle Russo, New York,
New York 10286.
Dated: _____________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
- --------------------------------------
- --------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Print or Type Name and Address Including Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------- attorney
to transfer such Note on the books of Citigroup Inc., with full power of
substitution in the premises.
_____________________________________________
Dated:______________________ Signature
_____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the Note in every
particular, without alteration of enlargement
or any change whatsoever