EXHIBIT 99(C)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
TO CITIGROUP FUNDING INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-1 INITIAL PRINCIPAL AMOUNT
CUSIP: [__] REPRESENTED $[___]
ISIN: [__] representing [___] SEQUINS
($10 per SEQUINS)
CITIGROUP FUNDING INC.
[___]% Select EQUity Indexed NoteS (SEQUINS(SM)) Based Upon the Common Stock
of United Health Group Inc. Due [_________], 2007
Citigroup Funding Inc., a Delaware corporation (hereinafter referred to as
the "Company," which term includes any successor corporation under the Indenture
herein referred to), for value received and on condition that this Note is not
redeemed by the Company prior to [_________], 2007 (the "Stated Maturity Date"),
hereby promises to pay to CEDE & CO., or its registered assigns, the Maturity
Payment (as defined below), on the Stated Maturity Date. This Note will pay
quarterly payments of interest, is not subject to any sinking fund, is not
subject to redemption at the option of the holder thereof prior to the Stated
Maturity Date, and is not subject to the defeasance provisions of the Indenture.
The payments due on this note are fully and unconditionally guaranteed by
Citigroup Inc., a Delaware corporation (the "Guarantor").
Payment of the Maturity Payment with respect to this Note shall be made
upon presentation and surrender of this Note at the corporate trust office of
the Trustee in the Borough of Manhattan, The City and State of New York, in such
coin or currency of the United States as at the time of payment is legal tender
for payment of public and private debts or, if applicable, in the common stock
of United Health Group Inc. ("United Health Group").
This Note is one of the series of [___]% Select EQUity Indexed NoteS Based
Upon the Common Stock of United Health Group Inc. Due [__________], 2007 (the
"SEQUINS").
INTEREST
The SEQUINS bear interest at the rate of [___]% per annum. Interest will be
paid in cash quarterly on the [___] day of each January, April, July and
October, commencing on July [___], 2006 (each such date, an "Interest Payment
Date").
Interest will be payable to the persons in whose names the SEQUINS are
registered at the close of business on the fifth Business Day preceding each
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. If an Interest Payment Date falls on a day that is not
a Business Day, the interest payment to be made on such Interest Payment Date
will be made on the next succeeding Business Day with the same force and effect
as if made on such Interest Payment Date, and no additional interest will accrue
as a result of such delayed payment.
"Business Day" means any day that is not a Saturday, a Sunday or a day on
which securities exchanges or banking institutions or trust companies in the
City of New York are authorized or obligated by law or executive order to close.
PAYMENT AT MATURITY
On the Stated Maturity Date, if the Company does not exercise its Call
Option (as described below) prior to or on such date, holders of the SEQUINS
will receive for each SEQUINS the final quarterly interest payment and the
Maturity Payment described below.
DETERMINATION OF THE MATURITY PAYMENT
The Maturity Payment for each SEQUINS equals a number of shares of United
Health Group common stock equal to the Exchange Ratio. The Exchange Ratio equals
0.[___].
In lieu of any fractional share of United Health Group common stock
otherwise payable in respect of any SEQUINS, at maturity each holder of a
SEQUINS will receive an amount in cash equal to the value of such fractional
share. The number of full shares of United Health Group common stock, and any
cash in lieu of a fractional share, to be delivered at maturity to a holder of a
SEQUINS will be calculated based on the aggregate number of SEQUINS held by such
holder.
CALL OPTION
The Company may exercise its option to call (its "Call Option") the SEQUINS
in whole, but not in part, on any Business Day beginning on [________], 2006
through and including the Stated Maturity Date (such day being the "Call Date").
The Company will provide at least [___] Business Days' notice (as described
below) before the Call Date.
If the Company exercises its Call Option, holders of the SEQUINS will
receive for each SEQUINS a price in cash (the "Call Price") that, together with
all other payments made on the SEQUINS from the date hereof (the "Issue Date")
to and including the Call Date, will provide a
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yield to call of [___]% per annum (compounded annually). The Call Price will be
calculated by determining the amount that, when discounted from the Call Date to
the Issue Date by a discount factor based on an annual yield to call of [___]%
(calculated on the basis of a 360-day year of twelve 30-day months, compounded
annually) and added to the present value of all interest payments made to and
including the Call Date discounted to the Issue Date by that same discount
factor, will equal the initial price of the SEQUINS. The present value of each
interest payment on the SEQUINS used to determine the Call Price will be
calculated assuming each payment is made on the calendar day scheduled for that
payment. A delay in payment may arise for reasons such as a scheduled Interest
Payment Date falling on a day that is not a Business Day and, as a result, the
payment being delayed until the next succeeding Business Day. Any such delay
will not be taken into account when calculating the Call Price. The Call Price
will be rounded to the fourth decimal place and will not include the amount of
unpaid interest accrued to and including the Call Date; however, on the Call
Date holders of the SEQUINS will receive the Call Price plus an amount equal to
the accrued and unpaid interest.
So long as the SEQUINS are represented by this Note and are held on behalf
of DTC, notices relating to the Company's Call Option and all other notices will
be given by delivery to DTC. If the SEQUINS are no longer represented by this
Note and are not held on behalf of DTC, notices relating to the Company's Call
Option and all other notices will be published in a leading daily newspaper in
the City of New York, which is expected to be The Wall Street Journal.
DILUTION ADJUSTMENTS
If United Health Group Inc., after March 23, 2006,
(1) pays a stock dividend or makes a distribution with respect to its
common stock in shares of the stock,
(2) subdivides or splits the outstanding shares of its common stock into a
greater number of shares,
(3) combines the outstanding shares of the common stock into a smaller
number of shares, or
(4) issues by reclassification of shares of its common stock any shares of
other common stock of United Health Group Inc.,
then, in each of these cases, the Exchange Ratio will be multiplied by a
dilution adjustment equal to a fraction, the numerator of which will be the
number of shares of common stock outstanding immediately after the event, plus,
in the case of a reclassification referred to in (4) above, the number of shares
of other common stock of United Health Group Inc., and the denominator of which
will be the number of shares of common stock outstanding immediately before the
event.
If United Health Group Inc., after March 23, 2006, issues, or declares a
record date in respect of an issuance of, rights or warrants to all holders of
its common stock entitling them to
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subscribe for or purchase shares of its common stock at a price per share less
than the Then-Current Market Price of the common stock, other than rights to
purchase common stock pursuant to a plan for the reinvestment of dividends or
interest, then, in each case, the Exchange Ratio will be multiplied by a
dilution adjustment equal to a fraction, the numerator of which will be the
number of shares of common stock outstanding immediately before the adjustment
is effected, plus the number of additional shares of common stock offered for
subscription or purchase pursuant to the rights or warrants, and the denominator
of which will be the number of shares of common stock outstanding immediately
before the adjustment is effected by reason of the issuance of the rights or
warrants, plus the number of additional shares of common stock which the
aggregate offering price of the total number of shares of common stock offered
for subscription or purchase pursuant to the rights or warrants would purchase
at the Then-Current Market Price of the common stock, which will be determined
by multiplying the total number of shares so offered for subscription or
purchase by the exercise price of the rights or warrants and dividing the
product obtained by the Then-Current Market Price. To the extent that, after the
expiration of the rights or warrants, the shares of common stock offered thereby
have not been delivered, the Exchange Ratio will be further adjusted to equal
the Exchange Ratio which would have been in effect had the adjustment for the
issuance of the rights or warrants been made upon the basis of delivery of only
the number of shares of common stock actually delivered.
If United Health Group Inc., after March 23, 2006, declares or pays a
dividend or makes a distribution to all holders of the common stock of any class
of its capital stock, the capital stock of one or more of its subsidiaries,
evidences of its indebtedness or other non-cash assets, excluding any dividends
or distributions referred to in the above paragraph and excluding any issuance
or distribution to all holders of its common stock, in the form of Marketable
Securities, of capital stock of one or more of its subsidiaries, or issues to
all holders of its common stock rights or warrants to subscribe for or purchase
any of its or one or more of its subsidiaries' securities, other than rights or
warrants referred to in the above paragraph, then, in each of these cases, the
Exchange Ratio will be multiplied by a dilution adjustment equal to a fraction,
the numerator of which will be the Then-Current Market Price of one share of the
common stock, and the denominator of which will be the Then-Current Market Price
of one share of the common stock, less the fair market value (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company, whose determination will be final) as of the time the
adjustment is effected of the portion of the capital stock, assets, evidences of
indebtedness, rights or warrants so distributed or issued applicable to one
share of common stock. If any capital stock declared or paid as a dividend or
otherwise distributed or issued to all holders of United Health Group common
stock consists, in whole or in part, of Marketable Securities, then the fair
market value of such Marketable Securities will be determined by the calculation
agent by reference to the price per share of such capital stock on the principal
market on which it is traded as of the time the adjustment is effected. The fair
market value of any other distribution or issuance referred to in this paragraph
will be determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company, whose determination will be
final.
Notwithstanding the foregoing, in the event that, with respect to any
dividend or distribution to which the above paragraph would otherwise apply, the
denominator in the fraction referred to in the above formula is less than $1.00
or is a negative number, then the Company
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may, at its option, elect to have the adjustment provided by the above paragraph
not be made and in lieu of this adjustment, the Maturity Payment will be deemed
to be equal to the fair market value of the capital stock, evidences of
indebtedness, assets, rights or warrants (determined, as of the date the
dilution adjustment would otherwise be effected as described below by a
nationally recognized independent investment banking firm retained for this
purpose by the Company, whose determination will be final) so distributed or
issued applicable to one share of United Health Group common stock and each
holder of the SEQUINS will have the right to receive at maturity cash in an
amount per SEQUINS equal to the Exchange Ratio multiplied by such fair market
value.
If United Health Group Inc., after March 23, 2006, declares a record date
in respect of a distribution of cash, other than any Permitted Dividends
described below, any cash distributed in consideration of fractional shares of
common stock and any cash distributed in a Reorganization Event referred to
below, by dividend or otherwise, to all holders of its common stock, or makes an
Excess Purchase Payment, then the Exchange Ratio will be multiplied by a
dilution adjustment equal to a fraction, the numerator of which will be the
Then-Current Market Price of the common stock, and the denominator of which will
be the Then-Current Market Price of the common stock on the record date less the
amount of the distribution applicable to one share of common stock which would
not be a Permitted Dividend, or, in the case of an Excess Purchase Payment, less
the aggregate amount of the Excess Purchase Payment for which adjustment is
being made at the time divided by the number of shares of common stock
outstanding on the record date.
For the purposes of these adjustments:
A "Permitted Dividend" is any cash dividend in respect of United Health
Group common stock, other than a cash dividend that exceeds the immediately
preceding cash dividend, and then only to the extent that the per share amount
of this dividend results in an annualized dividend yield on the common stock in
excess of 10%.
An "Excess Purchase Payment" is the excess, if any, of (x) the cash and the
value (as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company, whose determination will be
final) of all other consideration paid by United Health Group Inc. with respect
to one share of common stock acquired in a tender offer or exchange offer by
United Health Group Inc., over (y) the Then-Current Market Price of the common
stock.
Notwithstanding the foregoing, in the event that, with respect to any
dividend, distribution or Excess Purchase Payment to which the sixth paragraph
in this section would otherwise apply, the denominator in the fraction referred
to in the formula in that paragraph is less than $1.00 or is a negative number,
then the Company may, at its option, elect to have the adjustment provided by
the sixth paragraph in this section not be made and in lieu of this adjustment,
the Maturity Payment will be deemed to be equal to the sum of the amount of cash
and the fair market value of other consideration (determined, as of the date the
dilution adjustment would otherwise be effected as described below by a
nationally recognized independent investment banking firm retained for this
purpose by the Company, whose
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determination will be final) so distributed or applied to the acquisition of the
common stock in the tender offer or exchange offer applicable to one share of
United Health Group common stock and each holder of the SEQUINS will have the
right to receive at maturity cash in an amount per SEQUINS equal to the Exchange
Ratio multiplied by such sum.
If United Health Group Inc., after the closing date, issues or makes a
distribution to all holders of its common stock of the capital stock of one or
more of its subsidiaries, in each case in the form of Marketable Securities,
then, in each of these cases, each holder of the SEQUINS will receive at
maturity for each SEQUINS a combination of shares of United Health Group common
stock equal to the Exchange Ratio and a number of shares of such United Health
Group subsidiaries' capital stock equal to the Exchange Ratio times the number
of shares of such subsidiaries' capital stock distributed per share of United
Health Group common stock. In the event a distribution pursuant to this
paragraph occurs, following the record date for such distribution, the
adjustments described in this section will also apply to such subsidiaries'
capital stock if any of the events described in this section occurs with respect
to such capital stock.
Each dilution adjustment will be effected as follows:
- in the case of any dividend, distribution or issuance, at the opening
of business on the Business Day next following the record date for
determination of holders of United Health Group common stock entitled
to receive this dividend, distribution or issuance or, if the
announcement of this dividend, distribution, or issuance is after this
record date, at the time this dividend, distribution or issuance was
announced by United Health Group Inc.,
- in the case of any subdivision, split, combination or
reclassification, on the effective date of the transaction,
- in the case of any Excess Purchase Payment for which United Health
Group Inc. announces, at or prior to the time it commences the
relevant share repurchase, the repurchase price per share for shares
proposed to be repurchased, on the date of the announcement, and
- in the case of any other Excess Purchase Payment, on the date that the
holders of the repurchased shares become entitled to payment in
respect thereof.
All dilution adjustments will be rounded upward or downward to the nearest
1/10,000th or, if there is not a nearest 1/10,000th, to the next lower
1/10,000th. No adjustment in the Exchange Ratio will be required unless the
adjustment would require an increase or decrease of at least one percent
therein, provided, however, that any adjustments which by reason of this
sentence are not required to be made will be carried forward (on a percentage
basis) and taken into account in any subsequent adjustment. If any announcement
or declaration of a record date in respect of a dividend, distribution, issuance
or repurchase requiring an adjustment as described herein is subsequently
canceled by United Health Group Inc., or this dividend, distribution, issuance
or repurchase fails to receive requisite approvals or fails to occur for any
other reason, then, upon the cancellation, failure of approval or failure to
occur, the Exchange Ratio will be
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further adjusted to the Exchange Ratio which would then have been in effect had
adjustment for the event not been made. If any Reorganization Event, as
described below, occurs after the occurrence of one or more events requiring an
adjustment as described herein, the dilution adjustments previously applied to
the Exchange Ratio will not be rescinded but will be applied to the new Exchange
Ratio provided for below.
The "Then-Current Market Price" of the common stock, for the purpose of
applying any dilution adjustment, means the average Closing Price per share of
common stock for the ten Trading Days immediately before this adjustment is
effected or, in the case of an adjustment effected at the opening of business on
the Business Day next following a record date, immediately before the earlier of
the date the adjustment is effected and the related Ex-Date. For purposes of
determining the Then-Current Market Price, the determination of the Closing
Price by the calculation agent in the event of a Market Disruption Event, as
described in the definition of Closing Price, may be deferred by the calculation
agent for up to five consecutive Trading Days on which a Market Disruption Event
is occurring, but not past the Trading Day prior to the Stated Maturity Date.
The "Closing Price" of United Health Group common stock (or any other
security for which a Closing Price must be determined) on any date of
determination will be (1) if the common stock or other security is listed on a
national securities exchange on that date of determination, the closing sale
price or, if no closing sale price is reported, the last reported sale price on
that date on the principal U.S. exchange on which the common stock or other
security is listed or admitted to trading, (2) if the common stock or other
security is not listed on a national securities exchange on that date of
determination, or if the closing sale price or last reported sale price is not
obtainable (even if the common stock or other security is listed or admitted to
trading on such exchange), and the common stock or other security is quoted on
the Nasdaq National Market, the closing sale price or, if no closing sale price
is reported, the last reported sale price on that date as reported on the
Nasdaq, and (3) if the common stock or other security is not quoted on the
Nasdaq on that date of determination or, if the closing sale price or last
reported sale price is not obtainable (even if the common stock or other
security is quoted on the Nasdaq), the last quoted bid price for the common
stock or other security in the over-the-counter market on that date as reported
by the OTC Bulletin Board, the National Quotation Bureau or a similar
organization. The determination of the Closing Price by the calculation agent in
the event of a Market Disruption Event may be deferred by the calculation agent
for up to five consecutive Trading Days on which a Market Disruption Event is
occurring, but not past the Trading Day prior to the Stated Maturity Date. If no
closing sale price or last reported sale price is available pursuant to clauses
(1), (2) or (3) above or if there is a Market Disruption Event, the Closing
Price on any date of determination, unless deferred by the calculation agent as
described in the preceding sentence, will be the arithmetic mean, as determined
by the calculation agent, of the bid prices of the common stock or other
security obtained from as many dealers in such security (which may include
Citigroup Global Markets Inc. or any of our other subsidiaries or affiliates),
but not exceeding three such dealers, as will make such bid prices available to
the calculation agent. A security "quoted on the Nasdaq National Market" will
include a security included for listing or quotation in any successor to such
system and the term "OTC Bulletin Board" will include any successor to such
service. If, during any period of ten Trading Days used to calculate the
Then-Current Market Price, there occurs any event requiring an adjustment to be
effected as
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described herein, then the Closing Price for each Trading Day in such period of
ten Trading Days occurring prior to the day on which such adjustment is effected
will be adjusted by being divided by the relevant dilution adjustment.
A "Trading Day" means a day, as determined by the calculation agent, on
which trading is generally conducted (or was scheduled to have been generally
conducted, but for the occurrence of a Market Disruption Event) on the New York
Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the
Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the
over-the-counter market for equity securities in the United States.
The "Ex-Date" relating to any dividend, distribution or issuance is the
first date on which the shares of the common stock trade in the regular way on
their principal market without the right to receive this dividend, distribution
or issuance.
A "Market Disruption Event" means the occurrence or existence of any
suspension of or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by any exchange or market or otherwise) of, or the
unavailability, through a recognized system of public dissemination of
transaction information, of accurate price, volume or related information in
respect of, (1) the shares of United Health Group common stock on any exchange
or market, or (2) any options contracts or futures contracts relating to the
shares of United Health Group common stock (or other security), or any options
on such futures contracts, on any exchange or market if, in each case, in the
determination of the calculation agent, any such suspension, limitation or
unavailability is material.
In the event of any of the following "Reorganization Events:"
- any consolidation or merger of United Health Group Inc., or any
surviving entity or subsequent surviving entity of United Health Group
Inc., with or into another entity, other than a merger or
consolidation in which United Health Group Inc. is the continuing
corporation and in which the common stock outstanding immediately
before the merger or consolidation is not exchanged for cash,
securities or other property of United Health Group Inc. or another
issuer,
- any sale, transfer, lease or conveyance to another corporation of the
property of United Health Group Inc. or any successor as an entirety
or substantially as an entirety,
- any statutory exchange of securities of United Health Group Inc. or
any successor of United Health Group Inc. with another issuer, other
than in connection with a merger or acquisition, or
- any liquidation, dissolution or winding up of United Health Group Inc.
or any successor of United Health Group Inc.,
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each holder of the SEQUINS will have the right to receive a Maturity Payment per
SEQUINS of (i) cash in an amount equal to the Exchange Ratio multiplied by the
sum of clauses (1) and (2) in the definition of "Transaction Value" below and
(ii) the number of Marketable Securities received for each share of stock in the
Reorganization Event multiplied by the Exchange Ratio.
The "Transaction Value" will be the sum of:
(1) for any cash received in a Reorganization Event, the amount of cash
received per share of common stock,
(2) for any property other than cash or Marketable Securities received in a
Reorganization Event, an amount equal to the market value on the date the
Reorganization Event is consummated of that property received per share of
common stock, as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company, whose determination will
be final, and
(3) for any Marketable Securities received in a Reorganization Event, an
amount equal to the Closing Price per share of these Marketable Securities on
the applicable Trading Day multiplied by the number of these Marketable
Securities received for each share of common stock.
"Marketable Securities" are any perpetual equity securities or debt
securities with a stated maturity after the maturity date, in each case that are
listed on a U.S. national securities exchange or reported by the Nasdaq National
Market. The number of shares of any equity securities constituting Marketable
Securities included in the calculation of Transaction Value pursuant to clause
(3) above will be adjusted if any event occurs with respect to the Marketable
Securities or the issuer of the Marketable Securities between the time of the
Reorganization Event and maturity that would have required an adjustment as
described above, had it occurred with respect to United Health Group common
stock or United Health Group Inc. Adjustment for these subsequent events will be
as nearly equivalent as practicable to the adjustments described above.
GENERAL
This Note is one of a duly authorized issue of Debt Securities of the
Company, issued and to be issued in one or more series under a Senior Debt
Indenture, dated as of June 1, 2005 (the "Indenture"), among the Company, the
Guarantor, and The Bank of New York, as trustee (the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the holders of the SEQUINS, and the terms upon which the SEQUINS
are, and are to be, authenticated and delivered.
In case an Event of Default with respect to the SEQUINS shall have occurred
and be continuing, the principal of the SEQUINS may be declared due and payable
in the manner and with the effect provided in the Indenture. In such case, the
amount declared due and payable upon any acceleration permitted by the Indenture
will be determined by the calculation agent and
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will be equal to, with respect to this Note, the Maturity Payment calculated as
though Maturity of this Note were the date of early repayment. In case of
default at Maturity of this Note, this Note shall bear interest, payable upon
demand of the beneficial owners of this Note in accordance with the terms of the
SEQUINS, from and after the Stated Maturity Date through the date when payment
of such amount has been made or duly provided for, at the rate of [___]% per
annum on the unpaid amount (or the cash equivalent of such unpaid amount) due.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company, the Guarantor and the rights of the holders of the Debt Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and a majority in aggregate principal amount of the Debt Securities at
the time Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Debt Securities of any series at the time Outstanding,
on behalf of the holders of all Debt Securities of such series, to waive
compliance by the Company and the Guarantor with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
The holder of this Note may not enforce such holder's rights pursuant to
the Indenture or the SEQUINS except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, or, failing which, the Guarantor
to pay the Maturity Payment with respect to this Note, and to pay any interest
on any overdue amount thereof at the time, place and rate, and in the coin or
currency, herein prescribed.
All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purposes.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
CITIGROUP FUNDING INC.
By:
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Treasurer
Corporate Seal
Attest:
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Assistant Secretary
Dated March 28, 2006
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within-mentioned Indenture.
The Bank of New York,
as Trustee
By:
---------------------------------
Authorized Signatory
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