EXHIBIT 4(dd)
BEARER PRINCIPAL AMOUNT
No. FX ___ OR FACE AMOUNT
$___________________________
CUSIP:
______________________
CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES A
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FIXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE
CODE.
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:
Xxxx Xxxxx to Maturity: Xxxx Xxxxx 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
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount) as to which
election may be exercised:
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
2
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
3
CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (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) 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, annually in arrears (unless otherwise set forth herein or in the
pricing supplement attached hereto or delivered herewith) on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith and at Stated 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; but, in the case of principal,
only after exchange of this Note for interests in a Permanent Global Note, as
provided herein and in the Indenture (as defined on the reverse hereof) and, in
the case of interest due on or before the exchange of this Note for interests in
a Permanent Global Note, any interest payable will be paid to each of Euroclear
and Clearstream (as defined below) with respect to that portion of this Note
held for its account, but only upon receipt in each case, as of the relevant
Interest Payment Date, of a Certificate of Non-U.S. Beneficial Ownership (as
defined on the reverse hereof). Each of Euroclear and Clearstream will undertake
in such circumstances to credit such interest received by it in respect of this
Note to the respective accounts having an interest therein. Unless otherwise
specified herein or in the pricing supplement attached hereto or delivered
herewith, interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months or, in the case of an incomplete month, the
number of days elapsed.
For purposes of this Note, "Business Day" means: (i) with
respect to any Registered Note, any day that is not a Saturday or Sunday and
that, in The City of New York, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to close; (ii)
with respect to Registered Notes having a specified currency other than U.S.
dollars only, other than Registered Notes denominated in Euros, any day that, in
the principal financial center (as defined below) of the country of the
specified currency, is not a day on which banking institutions generally are
authorized or obligated by law to close; and (iii) with respect to Notes
denominated in Euros, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer ("TARGET") System is open (a "TARGET Business
Day").
As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.
If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, 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).
4
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.
This Note will be deposited with a common depositary in London
(the "Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream"),
for credit to the accounts designated by or on behalf of the purchasers hereof.
On or after the 40th day following the issuance of this Note, beneficial
interests in this Note will be exchangeable for interests in a definitive Global
Security in bearer form, without Coupons attached (a "Permanent Global Note"),
in a denomination equal to the aggregate principal amount of all interests in
this Note so exchanged, only upon receipt (at such time or in connection with an
Interest Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the principal amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the principal amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
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 Citibank, N.A., or its
successor, as authentication agent.
5
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
CITIGROUP GLOBAL MARKETS HOLDINGS
INC.
By_____________________________________
Authorized Officer
[Seal]
Attest
_________________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-
mentioned Indenture.
Dated:
CITIBANK, N.A., as authentication agent
By_____________________________________
Authorized Signatory
6
(REVERSE OF SECURITY)
CITIGROUP GLOBAL MARKETS HOLDINGS INC
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES A OF ISSUE
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FIXED RATE)
General
This Note represents one or more Bearer Notes having the same
Original Issue Date and otherwise identical in terms of a series of a duly
authorized issue of securities of the Company designated as specified in the
title hereof, and issued and to be issued in either registered or bearer form
under an indenture dated as of December 1, 1988 (the "Indenture"), between the
Company and Bank One Trust Company, N.A., as successor trustee (the "Trustee").
This Note is governed by the terms and conditions of the Permanent Global Note
to be issued in exchange for this Note, which terms and conditions are
incorporated herein by reference mutatis mutandis and, except as otherwise
provided herein, shall be binding on the Company, the Holder hereof and the
Holders of the Bearer Notes represented hereby as if fully set forth herein.
Capitalized terms used in this Note that are defined in the Indenture or the
Permanent Global Note and are not otherwise defined herein shall have the
meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the
principal hereof and any premium and interest hereon will be paid by the Company
in such coin or currency as specified above as at the time of payment shall be
legal tender for the payment of public and private debts (the "Specified
Currency"), at the office of any paying agent located outside the United States
as the Company may appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial
Ownership" is a certificate, in the form adopted by the Company, as to
beneficial ownership by persons other than United States persons or as to other
qualifying ownership by or through financial institutions in compliance with
applicable U.S. Treasury regulations.
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 shall 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.
1
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for
interests in a Permanent Global Note and the following payments of interest in
respect of this Note have been made.
Principal
Amount
Date of Exchanged
Exchange for Remaining Notation
or an Interest in Principal made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
------------- ---------- ----------------- -------------- --------------
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
_____________ __________ _________________ ______________ ______________
2
BEARER PRINCIPAL AMOUNT
NO. FL___ OR FACE AMOUNT
$___________________
CUSIP:
_____________
CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE
TEMPORARY GLOBAL NOTE REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES A
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FLOATING OR INDEXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE
CODE.
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 Paper Rate [ ] Federal Funds
Rate
[ ] LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate
[ ] Treasury Rate [ ] Prime Rate [ ] EURIBOR
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 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
2
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:
Xxxx Xxxxx to Maturity: Xxxx Xxxxx to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of [ ] Yes [ ] No
Stated Maturity:
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:
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a
3
European authorized institution (as such terms are defined in the Banking Act
1987 (Exempt Transactions) Regulation 1997). Repayment of the principal and
payment of any interest or premium in connection with this Note has not been
guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
4
CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (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) 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 then outstanding is paid or duly provided for in accordance
with the terms hereof; but, in the case of principal, only after exchange of
this Note for interests in a Permanent Global Note, as provided herein and in
the Indenture (as defined on the reverse hereof) and, in the case of interest
due on or before the exchange of this Note for interests in a Permanent Global
Note, any interest payable will be paid to each of Euroclear and Clearstream (as
defined below) with respect to that portion of this Note held for its account,
but only upon receipt in each case, as of the relevant Interest Payment Date, of
a Certificate of Non-U.S. Beneficial Ownership (as defined on the reverse
hereof). Each of Euroclear and Clearstream will undertake in such circumstances
to credit such interest received by it in respect of this Note to the respective
accounts having an interest therein.
For purposes of this Note, "Business Day" means: (i) with
respect to any Bearer Note, any day that is not a Saturday or Sunday and 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, (b) London, England, (c)
the place in which this Note is presented for payment or (d) if the Specified
Currency (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, any
such day on which dealings in deposits in the Specified Currency are transacted
in the London interbank market (a "London Business Day"); (iii) with respect to
Bearer Notes having a specified currency other than U.S. dollars only, other
than Bearer Notes denominated in Euros, any day that, in the principal financial
center (as defined below) of the country of the specified currency, is not a day
on which banking institutions generally are authorized or obligated by law to
close; and (iv) with respect to EURIBOR Notes and Notes denominated in Euros, a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer ("TARGET") System is open (a "Target Business Day").
As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.
5
If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, 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).
This Note will be deposited with a common depositary in London
(the "Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream"),
for credit to the accounts designated by or on behalf of the purchasers hereof.
On or after the 40th day following the issuance of this Note, beneficial
interests in this Note will be exchangeable for interests in a definitive Global
Security in bearer form, without Coupons attached (a "Permanent Global Note"),
in a denomination equal to the aggregate principal amount of all interests in
this Note so exchanged, only upon receipt (at such time or in connection with an
Interest Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the principal amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the principal amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
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 Citibank, N.A., or its
successor, as authentication agent.
6
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
CITIGROUP GLOBAL MARKETS HOLDINGS
INC.
By
______________________________________
Authorized Officer
[Seal]
Attest
__________________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-mentioned
Indenture.
Dated:
CITIBANK, N.A., as authentication agent
By
______________________________________
Authorized Signatory
7
(REVERSE OF SECURITY)
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
TEMPORARY GLOBAL NOTE REPRESENTING
MEDIUM-TERM SENIOR NOTE, SERIES A
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FLOATING OR INDEXED RATE)
This Note represents one or more Bearer Notes having the same
Original Issue Date and otherwise identical in terms of a series of a duly
authorized issue of securities of the Company designated as specified in the
title hereof, and issued and to be issued in either registered or bearer form
under the Senior Debt Indenture dated as of December 1, 1988 (the "Indenture"),
between the Company and Bank One Trust Company, N.A., as successor trustee (the
"Trustee"). This Note is governed by the terms and conditions of the Permanent
Global Note to be issued in exchange for this Note, which terms and conditions
are incorporated herein by reference mutatis mutandis and, except as otherwise
provided herein, shall be binding on the Company, the Holder hereof and the
Holders of the Bearer Notes represented hereby as if fully set forth herein.
Capitalized terms used in this Note that are defined in the Indenture or the
Permanent Global Note and are not otherwise defined herein shall have the
meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the
principal hereof and any premium and interest hereon will be paid by the Company
in such coin or currency as specified above as at the time of payment shall be
legal tender for the payment of public and private debts (the "Specified
Currency"), at the office of any paying agent located outside the United States
as the Company may appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial
Ownership" is a certificate, in the form adopted by the Company, as to
beneficial ownership by persons other than United States persons or as to other
qualifying ownership by or through financial institutions in compliance with
applicable U.S. Treasury regulations.
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 shall be
governed by, and construed in accordance with, the laws of said State without
regard to the conflicts of law rules of said State.
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for
interests in a Permanent Global Note and the following payments of interest in
respect of this Note have been made.
Principal
Amount
Date of Exchanged
Exchange for Remaining Notation
or an Interest in Principal made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
-------- -------- -------------- --------- ------------
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
BEARER PRINCIPAL AMOUNT
No. FX ___ OR FACE AMOUNT
$____________________
CUSIP:_______________
CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FIXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE
CODE.
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:
Xxxx Xxxxx to Maturity: Xxxx Xxxxx 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
Initial Maturity Date:
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
2
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a European authorized institution (as such
terms are defined in the Banking Act 1987 (Exempt Transactions) Regulation
1997). Repayment of the principal and payment of any interest or premium in
connection with this Note has not been guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
3
CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof, (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) 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, annually in arrears (unless otherwise set forth herein or in the
pricing supplement attached hereto or delivered herewith) on the Interest
Payment Dates specified on the face of this Note or in the pricing supplement
attached hereto or delivered herewith and at Stated 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; but, in the case of principal,
only after exchange of this Note for interests in a Permanent Global Note, as
provided herein and in the Indenture (as defined on the reverse hereof) and, in
the case of interest due on or before the exchange of this Note for interests in
a Permanent Global Note, any interest payable will be paid to each of Euroclear
and Clearstream (as defined below) with respect to that portion of this Note
held for its account, but only upon receipt in each case, as of the relevant
Interest Payment Date, of a Certificate of Non-U.S. Beneficial Ownership (as
defined on the reverse hereof). Each of Euroclear and Clearstream will undertake
in such circumstances to credit such interest received by it in respect of this
Note to the respective accounts having an interest therein. Unless otherwise
specified herein or in the pricing supplement attached hereto or delivered
herewith, interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months or, in the case of an incomplete month, the
number of days elapsed.
For purposes of this Note, "Business Day" means: (i) with
respect to any Registered Note, any day that is not a Saturday or Sunday and
that, in The City of New York, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to close; (ii)
with respect to Registered Notes having a specified currency other than U.S.
dollars only, other than Registered Notes denominated in Euros, any day that, in
the principal financial center (as defined below) of the country of the
specified currency, is not a day on which banking institutions generally are
authorized or obligated by law to close; and (iii) with respect to Notes
denominated in Euros, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer ("TARGET") System is open (a "TARGET Business
Day").
As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.
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
4
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
or in the pricing supplement attached hereto or delivered herewith, 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.
This Note will be deposited with a common depositary in London
(the "Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream"),
for credit to the accounts designated by or on behalf of the purchasers hereof.
On or after the 40th day following the issuance of this Note, beneficial
interests in this Note will be exchangeable for interests in a definitive Global
Security in bearer form, without Coupons attached (a "Permanent Global Note"),
in a denomination equal to the aggregate principal amount of all interests in
this Note so exchanged, only upon receipt (at such time or in connection with an
Interest Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the principal amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the principal amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
5
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 Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), or its successor, as Trustee.
6
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
CITIGROUP GLOBAL MARKETS HOLDINGS
INC.
By_______________________________
Authorized Officer
[Seal]
Attest___________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-
mentioned Indenture.
Dated:
DEUTSCHE BANK TRUST COMPANY
AMERICAS (formerly BANKERS TRUST
COMPANY), as Trustee
By_______________________________
Authorized Signatory
7
(REVERSE OF SECURITY)
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FIXED RATE)
General
This Note represents one or more Bearer Notes having the same
Original Issue Date and otherwise identical in terms of a series of a duly
authorized issue of securities of the Company designated as specified in the
title hereof, and issued and to be issued in either registered or bearer form
under an indenture dated as of December 1, 1988 (the "Indenture"), between the
Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust
Company), as trustee (the "Trustee"). This Note is governed by the terms and
conditions of the Permanent Global Note to be issued in exchange for this Note,
which terms and conditions are incorporated herein by reference mutatis mutandis
and, except as otherwise provided herein, shall be binding on the Company, the
Holder hereof and the Holders of the Bearer Notes represented hereby as if fully
set forth herein. Capitalized terms used in this Note that are defined in the
Indenture or the Permanent Global Note and are not otherwise defined herein
shall have the meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the
principal hereof and any premium and interest hereon will be paid by the Company
in such coin or currency as specified above as at the time of payment shall be
legal tender for the payment of public and private debts (the "Specified
Currency"), at the office of any paying agent located outside the United States
as the Company may appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial
Ownership" is a certificate, in the form adopted by the Company, as to
beneficial ownership by persons other than United States persons or as to other
qualifying ownership by or through financial institutions in compliance with
applicable U.S. Treasury regulations.
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 shall 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.
1
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for
interests in a Permanent Global Note and the following payments of interest in
respect of this Note have been made.
Principal
Amount
Date of Exchanged
Exchange for Remaining Notation
or an Interest in Principal made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
-------- -------- -------------- --------- ------------
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
________ ________ ______________ _________ ____________
2
BEARER PRINCIPAL AMOUNT
NO. FL___ OR FACE AMOUNT
$_______________
CUSIP:__________
CITIGROUP GLOBAL MARKETS HOLDINGS INC. COMMON CODE
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FLOATING OR INDEXED RATE)
THIS SECURITY IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS,
EXCHANGEABLE FOR AN INTEREST IN A PERMANENT GLOBAL NOTE, WITHOUT COUPONS,
REPRESENTING (AND EXCHANGEABLE FOR) INDIVIDUAL BEARER NOTES. THE RIGHTS
ATTACHING TO THIS NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
FOR A PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL BEARER NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165 (j) AND 1287 (a) OF THE INTERNAL REVENUE
CODE.
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 Paper Rate [ ] Federal Funds Rate
[ ] LIBOR Telerate [ ] LIBOR Reuters [ ] Treasury Rate
[ ] Treasury Rate [ ] Prime Rate
Constant Maturity [ ] EURIBOR
[ ] 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 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
2
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:
Xxxx Xxxxx to Maturity: Xxxx Xxxxx to Call:
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates: Optional Repayment Prices:
Optional Extension of [ ] Yes [ ] No
Stated Maturity:
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:
If the Specified Currency of this Note is Pounds sterling, the following
applies: This instrument constitutes
[ ] commercial paper
[ ] a shorter term debt security
[ ] a longer term debt security
issued in accordance with regulations made under section 4 of the Banking Act
1987. The issuer of this Note is Citigroup Global Markets Holdings Inc., which
is not an authorized institution or a
3
European authorized institution (as such terms are defined in the Banking Act
1987 (Exempt Transactions) Regulation 1997). Repayment of the principal and
payment of any interest or premium in connection with this Note has not been
guaranteed.
IF THE SPECIFIED CURRENCY OF THIS NOTE IS POUNDS STERLING, THE FOLLOWING
APPLIES: THIS NOTE IS ISSUED IN ACCORDANCE WITH THE REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987.
4
CITIGROUP GLOBAL MARKETS HOLDINGS INC., a corporation duly
organized and existing under the laws of the State of New York (herein referred
to as the "Company"), for value received hereby promises to pay to bearer, upon
presentation and surrender hereof (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) 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 then outstanding is paid or duly provided for in accordance
with the terms hereof; but, in the case of principal, only after exchange of
this Note for interests in a Permanent Global Note, as provided herein and in
the Indenture (as defined on the reverse hereof) and, in the case of interest
due on or before the exchange of this Note for interests in a Permanent Global
Note, any interest payable will be paid to each of Euroclear and Clearstream (as
defined below) with respect to that portion of this Note held for its account,
but only upon receipt in each case, as of the relevant Interest Payment Date, of
a Certificate of Non-U.S. Beneficial Ownership (as defined on the reverse
hereof). Each of Euroclear and Clearstream will undertake in such circumstances
to credit such interest received by it in respect of this Note to the respective
accounts having an interest therein.
For purposes of this Note, "Business Day" means: (i) with
respect to any Bearer Note, any day that is not a Saturday or Sunday and 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, (b) London, England, (c)
the place in which this Note is presented for payment or (d) if the Specified
Currency (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; (iii) with respect to Bearer Notes having a specified currency other
than U.S. dollars only, other than Bearer Notes denominated in Euros, any day
that, in the principal financial center (as defined below) of the country of the
specified currency, is not a day on which banking institutions generally are
authorized or obligated by law to close; and (iv) with respect to EURIBOR Notes
and Notes denominated in Euros, a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer ("TARGET") System is open (a "Target
Business Day").
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
5
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.
As used above, a "principal financial center" means the
capital city of the country issuing the specified currency. However, with
respect to U.S. dollars, Australian dollars, Canadian dollars, and Swiss francs,
the principal financial center shall be The City of New York, Sydney, Toronto,
and Zurich, respectively.
If this Note is an Amortizing Note as shown on the face hereof
or in the pricing supplement attached hereto or delivered herewith, 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).
This Note will be deposited with a common depositary in London
(the "Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear"), and Clearstream Banking, societe anonyme ("Clearstream"),
for credit to the accounts designated by or on behalf of the purchasers hereof.
On or after the 40th day following the issuance of this Note, beneficial
interests in this Note will be exchangeable for interests in a definitive Global
Security in bearer form, without Coupons attached (a "Permanent Global Note"),
in a denomination equal to the aggregate principal amount of all interests in
this Note so exchanged, only upon receipt (at such time or in connection with an
Interest Payment Date prior to such day) of a Certificate of Non-U.S. Beneficial
Ownership. Each Permanent Global Note will be deposited with the Depositary for
credit to the account or accounts designated by or on behalf of the beneficial
owner or owners thereof. The beneficial owner of a Bearer Note represented by an
interest in a Permanent Global Note may, upon 30 days' notice to the Trustee
given through either Euroclear or Clearstream, exchange such interest for one or
more individual Bearer Notes, with appropriate Coupons attached, in any
authorized denomination or denominations. References herein to "Bearer Notes"
shall, except where otherwise indicated, include interests in a Permanent Global
Note as well as individual Bearer Notes and any appurtenant Coupons. Upon any
exchange of any portion of this Note for an interest in a Permanent Global Note,
the portion of the principal amount hereof so exchanged shall be endorsed by the
Trustee on the Schedule of Exchanges hereto, and the principal amount hereof
shall be reduced for all purposes by the amount so exchanged.
Except as otherwise provided herein or in the Indenture, until
exchanged in whole for an interest in a Permanent Global Note, this Note shall
in all respects be entitled to the same benefits and be subject to the same
terms and conditions of and the Company shall be subject to the same
restrictions as those contained on the Permanent Global Note and in the
Indenture.
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 Deutsche Bank Trust Company
Americas (formerly Bankers Trust Company), or its successor, as Trustee.
6
IN WITNESS WHEREOF, the Company has caused this Note to be
executed under its corporate seal.
Dated:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By
____________________________________
Authorized Officer
[Seal]
Attest
________________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the within-
mentioned Indenture.
Dated:
DEUTSCHE BANK TRUST COMPANY
AMERICAS (formerly BANKERS TRUST
COMPANY), as Trustee
By
____________________________________
Authorized Signatory
7
(REVERSE OF SECURITY)
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
TEMPORARY GLOBAL NOTE
REPRESENTING
MEDIUM-TERM SUBORDINATED NOTE, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
(FLOATING OR INDEXED RATE)
This Note represents one or more Bearer Notes having the same
Original Issue Date and otherwise identical in terms of a series of a duly
authorized issue of securities of the Company designated as specified in the
title hereof, and issued and to be issued in either registered or bearer form
under the Senior Debt Indenture dated as of December 1, 1988 (the "Indenture"),
between the Company and Deutsche Bank Trust Company Americas (formerly Bankers
Trust Company), as trustee (the "Trustee"). This Note is governed by the terms
and conditions of the Permanent Global Note to be issued in exchange for this
Note, which terms and conditions are incorporated herein by reference mutatis
mutandis and, except as otherwise provided herein, shall be binding on the
Company, the Holder hereof and the Holders of the Bearer Notes represented
hereby as if fully set forth herein. Capitalized terms used in this Note that
are defined in the Indenture or the Permanent Global Note and are not otherwise
defined herein shall have the meanings assigned to them therein.
Except as set forth on the Permanent Global Note, the
principal hereof and any premium and interest hereon will be paid by the Company
in such coin or currency as specified above as at the time of payment shall be
legal tender for the payment of public and private debts (the "Specified
Currency"), at the office of any paying agent located outside the United States
as the Company may appoint from time to time (the "Paying Agents").
As used herein, a "Certificate of Non-U.S. Beneficial
Ownership" is a certificate, in the form adopted by the Company, as to
beneficial ownership by persons other than United States persons or as to other
qualifying ownership by or through financial institutions in compliance with
applicable U.S. Treasury regulations.
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 shall be
governed by, and construed in accordance with, the laws of said State without
regard to the conflicts of law rules of said State.
SCHEDULE OF EXCHANGES
The following exchanges of a portion of this Note for
interests in a Permanent Global Note and the following payments of interest in
respect of this Note have been made.
Principal
Amount
Date of Exchanged
Exchange for Remaining Notation
or an Interest in Principal made
Interest Interest a Permanent Amount of on behalf of
Payment Paid Global Note this Note the Trustee
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