Contract
EXHIBIT
4.01
This
Subordinated Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depository named
below or a nominee of the Depository. This Subordinated Note is not exchangeable
for Subordinated Notes registered in the name of a Person other than the
Depository or its nominee except in the limited circumstances described herein
and in the Indenture, and no transfer of this Subordinated Note (other than
a
transfer of this Subordinated Note as a whole by the Depository to a nominee
of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in the limited circumstances
described herein.
Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (the "Depository"), to Citigroup Inc.
or
its agent for registration of transfer, exchange, or payment, and any
certificate issued in respect thereof is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
the
Depository (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of the Depository), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
The
Subordinated Notes are not savings accounts or deposits but are unsecured
obligations of Citigroup Inc. The Subordinated Notes are not insured by the
Federal Deposit Insurance Corporation or by any other federal agency or
instrumentality.
6.125%
Subordinated Notes due August 25, 2036
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REGISTERED
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REGISTERED
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CUSIP:
172967 DR 9
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ISIN:
US172967DR95
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Common
Code: 026565634
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No.
R-____
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$___________
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CITIGROUP
INC., a Delaware corporation (the "Company", which term includes any successor
Person under the Indenture), for value received, hereby promises to pay to
Cede
& Co., or registered assigns, the principal sum of $____________ on August
25, 2036 and to pay interest thereon from and including August 25, 2006 or
from
the most recent Interest Payment Date (as defined herein) to which interest
has
been paid or duly provided for, semi-annually, on February 25 and August 25
of
each year, commencing February 25, 2007, at the rate of 6.125% per annum, until
the principal hereof is paid or made available for payment (each such payment
date, an “Interest Payment Date”). The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid pursuant to the instructions of the Person in whose name
this
Subordinated Note is registered at the close of business on the Record Date
for
such interest, which shall be the February 15 and August 15 (whether or not
a
Business Day) immediately preceding such Interest Payment Date.
Any
such
interest not so punctually paid or duly provided for will forthwith cease to
be
payable to the holder on such Record Date and may either be paid pursuant to
the
instructions of the Person in whose name this Subordinated Note is registered
at
the close of business on a subsequent Record Date, such subsequent Record Date
to be not less than five days prior to the date of payment of such defaulted
interest, notice whereof shall be given to holders of Subordinated Notes of
this
series not less than 15 days prior to such subsequent Record Date, or be paid
at
any time in any other lawful manner not inconsistent with the requirements
of
any securities exchange on which the Subordinated Notes of this series may
be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
Interest
hereon will be calculated on the basis of a 360-day year comprised of twelve
30-day months.
If
an
Interest Payment Date falls on a day that is not a Business Day, such Interest
Payment Date will be the next succeeding Business Day. If the Maturity of the
Subordinated Notes falls on a day that is not a Business Day, the payment due
on
Maturity will be postponed to the next succeeding Business Day, and no further
interest will accrue in respect of such postponement. If a date for payment
of
interest or principal on the Subordinated Notes falls on a day that is not
a
business day in the place of payment, such payment will be made on the next
succeeding business day in such place of payment as if made on the date the
payment was due. No interest will accrue on any amounts payable for the period
from and after the due date for payment of such principal or interest.
For
these
purposes, “Business Day” means any day on which commercial banks settle payments
and are open for general business in The City of New York.
Payment
of the principal of and interest on this Subordinated Note will be made at
the
office or agency of the Trustee maintained for that purpose in The City of
New
York.
Reference
is hereby made to the further provisions of this Subordinated Note set forth
on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee or
by
an authenticating agent on behalf of the Trustee by manual signature, this
Subordinated Note shall not be entitled to any benefit under the Indenture
or be
valid or obligatory for any purpose.
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IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
January 16, 2007
By:
Title:
Assistant Treasurer
ATTEST:
By:
Title:
Assistant Secretary
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This
is
one of the Notes of the series issued under the within-mentioned
Indenture.
Dated:
January 16, 0000
XXX
XXXX
XX XXX XXXX,
as
Trustee
By:
Name:
Title:
-or-
CITIBANK,
N.A.,
as
Authenticating Agent
By:
Name:
Title:
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This
Subordinated Note is one of a duly authorized issue of Securities of the Company
(the "Subordinated Notes"), issued and to be issued in one or more series under
the Indenture, dated as of April 12, 2001, as supplemented August 2, 2004 (the
"Indenture"), between the Company and The Bank of New York (as successor to
X.X.
Xxxxxx Trust Company, N.A. and Bank One Trust Company, N.A.), 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
Subordinated Notes and of the terms upon which the Subordinated Notes are,
and
are to be, authenticated and delivered. This Subordinated Note is one of the
series designated on the face hereof, initially issued in the aggregate
principal amount of $1,500,000,000 and increased to $2,000,000,000.
The
Company covenants and agrees that the indebtedness evidenced by the Subordinated
Notes is subordinate and junior in right of payment to all Senior Indebtedness
(as defined in the Indenture) to the extent provided in the Indenture, and
each
holder of Subordinated Notes, by his or her acceptance thereof, likewise
covenants and agrees to the subordination provided in the Indenture (including
Article Fourteen thereof) and shall be bound by the provisions
thereof.
In
the
event that the Company shall default in the payment of any principal of (or
premium, if any) or interest on any Senior Indebtedness when the same becomes
due and payable after any applicable grace period, whether at maturity or at
a
date fixed for prepayment or by declaration or otherwise, then, unless and
until
such default shall have been cured or waived or shall have ceased to exist,
no
direct or indirect payment (in cash, property, securities, by set-off or
otherwise) shall be made or agreed to be made on account of the principal of, or
premium, if any, or interest on the indebtedness evidenced by the Subordinated
Notes, or in respect of any redemption, retirement or other acquisition of
any
of the Subordinated Notes, except that holders of Subordinated Notes may receive
and retain (x) securities of the Company or any other corporation provided
for
by a plan of reorganization or readjustment the payment of which is subordinate,
at least to the extent provided in these subordination provisions with respect
to the indebtedness evidenced by the Subordinated Notes, to the payment of
all
Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment and (y)
payments made from a defeasance trust created pursuant to Article Eleven of
the
Indenture.
In
the
event of:
(i)
any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to the Company, its creditors
or its property,
(ii)
any
proceeding for liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings,
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(iii)
any
assignment by the Company for the benefit of creditors, or
(iv)
any
other marshalling of the assets of the Company,
all
Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall
be
made to any Holder of any of the Subordinated Notes on account thereof (except
as provided in the next sentence). Any payment or distribution, whether in
cash,
securities or other property (other than (x) securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment
the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Subordinated Notes, to the payment of all Senior Indebtedness at the time
outstanding and to any securities issued in respect thereof under any such
plan
of reorganization or readjustment and (y) payments made from a defeasance trust
created pursuant to Article Eleven of the Indenture), which would otherwise
(but
for these subordination provisions) be payable or deliverable in respect of
the
Subordinated Notes shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after
the
commencement of any such proceedings) shall have been paid in full.
If
an
event of default (as defined in the Indenture) with respect to Subordinated
Notes of this series shall occur and be continuing, the principal of the
Subordinated Notes of this series may be declared due and payable in the manner
and with the effect provided in the Indenture.
The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Subordinated Note upon compliance by the Company with
certain conditions set forth in Article Eleven thereof, which provisions apply
to this Subordinated Note.
The
Indenture contains provisions permitting the Company and the Trustee, without
the consent of the holders of Securities, to establish, among other things,
the
form and terms of any series of Securities issuable thereunder by one or more
supplemental indentures, and, with the consent of the holders of not less than
a
majority of the principal amount of Securities at the time Outstanding which
are
affected thereby, to modify the Indenture or any supplemental indenture or
the
rights of the holders of Securities of such series to be affected, provided
that
no such modification shall, without the consent of the holder of each
Outstanding Security so affected, (x) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any
premium thereon, or change any place of payment where, or the coin or currency
in which any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption on or after the
Redemption Date) or modify the provisions of the Indenture with respect to
the
subordination of the Securities in a manner adverse to the Securityholders
or
(y) reduce the aforesaid percentage in principal amount of the Outstanding
Securities of any series, the consent of the holders of which is required for
any supplemental indenture, or the consent of
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whose
holders is required for any waiver provided for in the Indenture, or (z) modify
certain other provisions of the Indenture, as set forth in Section 13.02 of
the
Indenture.
No
reference herein to the Indenture and no provision of this Subordinated 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 interest on this
Subordinated Note at the times, place and rate, and in the coin or currency,
herein prescribed.
This
Subordinated Note is a Global Security registered in the name of a nominee
of
the Depository. This Subordinated Note is exchangeable for Subordinated Notes
registered in the name of a person other than the Depository or its nominee
only
in the limited circumstances hereinafter described. Unless and until it is
exchanged in whole or in part for definitive Subordinated Notes in certificated
form, this Subordinated Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository
to
the Depository or another nominee of the Depository.
The
Subordinated Notes represented by this Global Security are exchangeable for
definitive Subordinated Notes in certificated form of like tenor as such
Subordinated Notes in denominations of $100,000 and whole multiples of $1,000
in
excess thereof only if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the Subordinated Notes or
(ii)
the Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or (iii) the Company in its sole discretion
decides to allow the Subordinated Notes to be exchanged for definitive
Subordinated Notes in registered form. Any Subordinated Notes that are
exchangeable pursuant to the preceding sentence are exchangeable for
certificated Subordinated Notes issuable in authorized denominations and
registered in such names as the Depository shall direct. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer
of
definitive Subordinated Notes in certificated form is registrable in the
register maintained by the Company in The City of New York for such purpose,
upon surrender of the definitive Subordinated Note for registration of transfer
at the office or agency of the registrar, duly endorsed by, or accompanied
by a
written instrument of transfer in form satisfactory to the Company and the
registrar duly executed by, the holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Subordinated Notes of this series
and
of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. Subject
to
the foregoing, this Subordinated Note is not exchangeable, except for a Global
Security or Global Securities of this issue of the same principal amount to
be
registered in the name of the Depository or its nominee.
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 Subordinated 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 Subordinated Note is registered as the owner hereof
for all purposes, whether or
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not
this
Subordinated Note be overdue, and neither the Company, the Trustee nor any
such
agent shall be affected by notice to the contrary.
The
Company will pay additional amounts ("Additional Amounts") to the beneficial
owner of any Subordinated Note that is a non-United States person in order
to
ensure that every net payment on such Subordinated Note will not be less, due
to
payment of U.S. withholding tax, than the amount then due and payable. For
this
purpose, a "net payment" on a Subordinated Note means a payment by the Company
or a paying agent, including payment of principal and interest, after deduction
for any present or future tax, assessment or other governmental charge of the
United States. These Additional Amounts will constitute additional interest
on
the Subordinated Note.
The
Company will not be required to pay Additional Amounts, however, in any of
the
circumstances described in items (1) through (13) below.
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(1)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld solely by reason of the beneficial
owner:
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(a)
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having
a relationship with the United States as a citizen, resident or
otherwise;
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(b)
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having
had such a relationship in the past
or
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(c)
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being
considered as having had such a
relationship.
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(2)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld solely by reason of the beneficial
owner:
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(a)
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being
treated as present in or engaged in a trade or business in the United
States;
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(b)
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being
treated as having been present in or engaged in a trade or business
in the
United States in the past or
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(c)
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having
or having had a permanent establishment in the United
States.
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(3)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld in whole or in part by reason of the beneficial
owner
being or having been any of the following (as such terms are defined
in
the Internal Revenue Code of 1986, as
amended):
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(a)
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personal
holding company;
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(b)
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foreign
personal holding company;
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(c)
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foreign
private foundation or other foreign tax-exempt
organization;
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(d)
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passive
foreign investment company;
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(e)
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controlled
foreign corporation or
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(f)
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corporation
which has accumulated earnings to avoid United States federal income
tax.
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(4)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld solely by reason of the beneficial owner owning
or
having owned, actually or constructively, 10 percent or more of the
total
combined voting power of all classes of stock of the Company entitled
to
vote or by reason of the beneficial owner being a bank that has invested
in a Subordinated Note as an extension of credit in the ordinary
course of
its trade or business.
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For
purposes of items (1) through (4) above, "beneficial owner" means a
fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership, limited liability company, corporation
or other entity, or a person holding a power over an estate or trust
administered by a fiduciary holder.
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(5)
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Additional
Amounts will not be payable to any beneficial owner of a Subordinated
Note
that is a:
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(a)
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fiduciary;
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(b)
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partnership;
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(c)
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limited
liability company or
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(d)
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other
fiscally transparent entity
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or
that is not the sole beneficial owner of the Subordinated Note, or
any
portion of the Subordinated Note. However, this exception to the
obligation to pay Additional Amounts will only apply to the extent
that a
beneficiary or settlor in relation to the fiduciary, or a beneficial
owner
or member of the partnership, limited liability company or other
fiscally
transparent entity, would not have been entitled to the payment of
an
Additional Amount had the beneficiary, settlor, beneficial owner
or member
received directly its beneficial or distributive share of the
payment.
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(6)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld solely by reason of the failure of the beneficial
owner or any other person to comply with applicable certification,
identification, documentation or other information reporting requirements.
This exception to the obligation to pay Additional Amounts will only
apply
if compliance with such reporting requirements is required by statute
or
regulation of the United States or by an applicable income tax treaty
to
which the United States is a party as a precondition to exemption
from
such tax, assessment or other governmental
charge.
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(7)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
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collected
or imposed by any method other than by withholding from a payment on a
Subordinated Note by the Company or a paying agent.
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(8)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective
more than
15 days after the payment becomes due or is duly provided for, whichever
occurs later.
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(9)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
imposed or withheld by reason of the presentation by the beneficial
owner
of a Subordinated Note for payment more than 30 days after the date
on which such payment becomes due or is duly provided for, whichever
occurs later.
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(10)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any:
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(a)
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estate
tax;
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(b)
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inheritance
tax;
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(c)
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gift
tax;
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(d)
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sales
tax;
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(e)
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excise
tax;
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(f)
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transfer
tax;
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(g)
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wealth
tax;
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(h)
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personal
property tax or
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(i)
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any
similar tax, assessment, withholding, deduction or other governmental
charge.
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(11)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment, or other governmental charge
required
to be withheld by any paying agent from a payment of principal or
interest
on a Subordinated Note if such payment can be made without such
withholding by any other paying
agent.
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(12)
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Additional
amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any tax, assessment or other governmental charge that
is
required to be made pursuant to any European Union directive on the
taxation of savings income or any law implementing or complying with,
or
introduced to conform to, any such
directive.
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(13)
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Additional
Amounts will not be payable if a payment on a Subordinated Note is
reduced
as a result of any combination of items (1) through (12)
above.
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Except
as
specifically provided herein, the Company will not be required to make any
payment of any tax, assessment or other governmental charge imposed by any
government or a political subdivision or taxing authority of such
government.
As
used
in this Subordinated Note, "United States person" means:
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(a)
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any
individual who is a citizen or resident of the United
States;
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(b)
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any
corporation, partnership or other entity created or organized in
or under
the laws of the United States;
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(c)
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any
estate if the income of such estate falls within the federal income
tax
jurisdiction of the United States regardless of the source of such
income
and
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(d)
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any
trust if a United States court is able to exercise primary supervision
over its administration and one or more United States persons have
the
authority to control all of the substantial decisions of the
trust.
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Additionally,
"non-United States person" means a person who is not a United States person,
and
"United States" means the states of the United States of America and the
District of Columbia, but excluding its territories and its
possessions.
Except
as
provided below, the Subordinated Notes may not be redeemed prior to
maturity.
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The
Company may, at its option, redeem the Subordinated Notes
if:
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(a)
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the
Company becomes or will become obligated to pay Additional Amounts
as
described above;
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(b)
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the
obligation to pay Additional Amounts arises as a result of any change
in
the laws, regulations or rulings of the United States, or an official
position regarding the application or interpretation of such laws,
regulations or rulings, which change is announced or becomes effective
on
or after August 17, 2006 and
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(c)
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the
Company determines, in its business judgment, that the obligation
to pay
such Additional Amounts cannot be avoided by the use of reasonable
measures available to it, other than substituting the obligor under
the
Subordinated Notes or taking any action that would entail a material
cost
to the Company.
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(2)
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The
Company may also redeem the Subordinated Notes, at its option,
if:
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(a)
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any
act is taken by a taxing authority of the United States on or after
August
17, 2006, whether or not such act is taken in relation to the Company
or
any affiliate, that results in a substantial probability that the
Company
will or may be required to pay Additional Amounts as described
above;
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(b)
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the
Company determines, in its business judgment, that the obligation
to pay
such Additional Amounts cannot be avoided by the use of reasonable
measures available to it, other than substituting the obligor under
the
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Subordinated
Notes or taking any action that would entail a material cost to the Company
and
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(c)
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the
Company receives an opinion of independent counsel to the effect
that an
act taken by a taxing authority of the United States results in a
substantial probability that the Company will or may be required
to pay
the Additional Amounts described above, and delivers to the Trustee
a
certificate, signed by a duly authorized officer, stating that based
on
such opinion the Company is entitled to redeem the Subordinated Notes
pursuant to their terms.
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Any
redemption of the Subordinated Notes as set forth in clauses (1) or (2) above
shall be in whole, and not in part, and will be made at a redemption price
equal
to 100% of the principal amount of the Subordinated Notes Outstanding plus
accrued interest thereon to the date of redemption. Holders shall be given
not
less than 30 days nor more than 60 days’ prior notice by the Trustee of the date
fixed for such redemption.
All
terms
used in this Subordinated Note which are defined in the Indenture shall have
the
meanings assigned to them in the Indenture. The Subordinated Notes are governed
by the laws of the State of New York.
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