Contract
This
Note
is a Global Security within the meaning of the Indenture hereinafter referred
to
and is registered in the name of the Depository named below or a nominee of
the
Depository. This Note is not exchangeable for Notes registered in the name
of a
Person other than the Depository or its nominee except in the limited
circumstances described herein and in the Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or
another nominee of the Depository) may be registered except in the limited
circumstances described herein.
Unless
this certificate is presented by an authorized representative of The Euroclear
System or Clearstream Banking, société anonyme (each a "Depository"), to the
Company or its agent for registration of transfer, exchange, or payment, and
any
certificate issued is registered in the name of Citivic Nominees Limited or
in
such other name as is requested by an authorized representative of the
Depository (and any payment is made to Citivic Nominees Limited or to such
other
entity as is requested by an authorized representative of the Depository),
ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Citivic Nominees Limited,
has an interest herein.
Floating
Rate Notes due December 21, 2012
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REGISTERED
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REGISTERED
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CUSIP:
172967 EN 7
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ISIN:
XS0335121397
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Common
Code: 033512139
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No.
R-0003-INT
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up
to ¥100,000,000,000
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CITIGROUP
INC., a Delaware corporation (the "Company", which term includes any successor
Person under the Indenture), for value received, hereby promises to pay to
Citivic Nominees Limited, or registered assigns, the principal sum of up to
¥100,000,000,000 (or such other principal sum as has been most lately endorsed
on the Schedule of Exchanges of Interests hereto) on December 21, 2012 and
to
pay interest thereon from and including December 21, 2007 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, quarterly on March 21, June 21, September 21 and December 21 of each year,
commencing March 25, 2008, at the rate per annum for each Interest Period of
three-month Xxx XXXXX, determined as provided herein, plus 0.90% until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
as
provided in the Indenture, be paid to the Person in whose name this Note is
registered at the close of business on the Record Date for such interest, which
shall be the Business Day immediately preceding such Interest Payment
Date.
Any
such
interest not so punctually paid or duly provided for will forthwith cease to
be
payable to the holder on such Record Date and may either be paid to the Person
in whose name this Note is registered at the close of business on a subsequent
Record Date, such subsequent Record Date to be not less than five days prior
to
the date of payment of such defaulted interest, notice whereof shall be given
to
holders of Notes of this series not less than 15 days prior to such subsequent
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
Interest
hereon will be calculated on the basis of the actual number of days elapsed
in
an Interest Period and a 360-day year. All Yen amounts resulting from such
calculation will be rounded to the nearest Yen, with five-tenths or more of
¥1
being rounded upward to the nearest ¥1 per Note. An "Interest Period" shall be
the period from and including an Interest Payment Date (or from December 21,
2007 in the case of the first Interest Payment Date) to and including the day
immediately preceding the next Interest Payment Date.
If
either
a date for payment of principal or interest on the Notes or the Maturity of
the
Notes falls on a day that is not a Business Day, the related payment of
principal or interest will be made on the next succeeding Business Day as if
made on the date the payment was due. No interest will accrue on any amounts
payable for the period from and after the date for payment of principal or
interest on the Notes or the Maturity of the Notes. For these purposes,
"Business Day" means any day which is a day on which commercial banks and
foreign exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits) in (a)
the relevant place of payment and (b) each of The City of New York, Tokyo and
London.
Payment
of the principal of and interest on this Note will be made at the office or
agency of the Company maintained for that purpose in London or The City of
New
York in Japanese Yen.
Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect
as
if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee or
by
an authenticating agent on behalf of the Trustee referred to on the reverse
hereof by manual signature, this Note shall not be entitled to any benefit
under
the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
| Dated: December 21, 2007 | ||
| CITIGROUP INC. | ||
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| By: | ||
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Title:
Controller and Chief Accounting
Officer
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| ATTEST: | |||
| By: | |||
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Assistant Secretary
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This
is
one of the Notes of the series issued under the within-mentioned
Indenture.
| Dated: December 21, 2007 | ||
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THE
BANK OF NEW YORK,
as
Trustee
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| By: | ||
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Name: |
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| Title: | ||
| -or- | ||
| CITIBANK, N.A., LONDON OFFICE, | ||
| as Authenticating Agent | ||
| By: | ||
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Name: |
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| Title: | ||
This
Note
is one of a duly authorized issue of Securities of the Company (the "Notes"),
issued and to be issued in one or more series under the Indenture, dated as
of
March 15, 1987 (as amended and supplemented to date, the "Indenture"), between
the Company and The Bank of New York, as Trustee (the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all
indentures supplemental thereto reference is hereby made for a statement of
the
respective rights, limitations of rights, duties and immunities thereunder
of
the Company, the Trustee and the holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note
is
one of the series designated on the face hereof, initially issued in the
aggregate principal amount of ¥100,000,000,000.
This
Note
will bear interest for each Interest Period at a rate determined by Citibank,
N.A., acting as Calculation Agent. The interest rate on this Note for a
particular Interest Period will be a per annum rate equal to three-month Yen
LIBOR as determined on the related Interest Determination Date, plus 0.90%.
The
Interest Determination Date for an Interest Period will be the second London
business day preceding such Interest Period. The Interest Determination Date
for
the first Interest Period was December 19, 2007. Promptly upon determination,
the Calculation Agent will inform the Trustee and the Company of the interest
rate for the next Interest Period. Absent manifest error, the determination
of
the interest rate by the Calculation Agent shall be binding and conclusive
on
the holders of Notes, the Trustee and the Company.
A
London
business day is a day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
On
any
Interest Determination Date, Yen LIBOR will be equal to the offered rate for
deposits in Yen having an index maturity of three months for the next Interest
Period, in amounts of at least Yen 1,000,000,000, as such rate appears on
Reuters LIBOR01 Page at approximately 11:00 a.m., London time, on such Interest
Determination Date. If the Reuters LIBOR01 Page is replaced by another service
or ceases to exist, the Calculation Agent will use the replacing service or
such
other service that may be nominated by the British Bankers' Association for
the
purpose of displaying London interbank offered rates for Yen dollar
deposits.
If
no
offered rate appears on Reuters LIBOR01 Page on an Interest Determination Date
at approximately 11:00 a.m., London time, then the Calculation Agent (after
consultation with the Company) will select four major banks in the London
interbank market and shall request each of their principal London offices to
provide a quotation of the rate at which three-month deposits in Yen in amounts
of at least Yen 1,000,000,000 are offered by it to prime banks in the London
interbank market, on that date and at that time, that is representative of
single transactions at that time. If at least two quotations are provided,
Xxx
XXXXX will be the arithmetic average of the quotations provided. Otherwise,
the
Calculation Agent (after consultation with the Company) will select three major
banks in New York City and shall request each of them to provide a quotation
of
the rate offered by them at approximately 11:00 a.m., New York City time, on
the
Interest Determination Date for loans in Yen to leading European banks having
an
index maturity of three months for the applicable Interest Period in an amount
of at least Yen 1,000,000,000 that is representative of single transactions
at
that time. If three quotations are provided, Xxx XXXXX will be the arithmetic
average of the quotations provided. Otherwise, the rate of Yen LIBOR for the
next Interest Period will be set equal to the rate of Yen LIBOR for the current
Interest Period.
So
long
as the Notes of this series are in the form of Global Securities only, all
Notes
of this series will collectively be evidenced (a) by the Global Securities
for
this series registered in the name of Cede & Co. and bearing registration
numbers R-0001-DTC-A through R-0002-DTC-A (together, the “DTC Global Notes”) and
(b) by this Global Note (the "International Global Note"). The DTC Global Note
and the International Global Note will at all times collectively represent
the
aggregate principal amount of this series outstanding from time to time. If
at
any time a portion of the International Global Note is exchanged for an interest
in the DTC Global Note, the principal amount of the DTC Global Note shall be
increased by the amount of such portion, and the DTC Global Note shall be
endorsed on the Schedule of Exchanges of Interests thereto to reflect such
principal increase, subject to the limitation that in no event may the principal
amount of the DTC Global Note be greater than the equivalent in U.S. dollars
of
$500,000,000. If at any time a portion of the DTC Global Note is exchanged
for
an interest in the International Global Note, the principal amount of the DTC
Global Note shall be decreased by the amount of such portion, and the DTC Global
Note shall be endorsed on the Schedule of Exchanges of Interests thereto to
reflect such principal decrease. To ascertain the U.S. dollar equivalent of
the
principal amount endorsed on the Schedule of Exchanges of Interests attached
to
the DTC Global Note, inquiry shall be made of the exchange agent under the
Fiscal Agency Agreement, and the U.S. dollar equivalent quoted by such exchange
agent (and the date of such quote) shall be noted on such Schedule of Exchanges
of Interests next to the corresponding Yen amount.
The
Luxembourg Stock Exchange shall be notified of the interest rate, the amount
of
the interest payment and the Interest Payment Date for a particular Interest
Period not later than the first day of such Interest Period. Upon request from
any Noteholder, the Calculation Agent will provide the interest rate in effect
on this Note for the current Interest Period and, if it has been determined,
the
interest rate to be in effect for the next Interest Period.
If
an
event of default (as defined in the Indenture) with respect to Notes of this
series shall occur and be continuing, the principal of the Notes of this series
may be declared due and payable in the manner and with the effect provided
in
the Indenture.
The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth in Sections 11.03 and 11.04 thereof, which provisions apply to this
Note.
The
Indenture contains provisions permitting the Company and the Trustee, without
the consent of the holders of the Securities, to establish, among other things,
the form and terms of any series of Securities issuable thereunder by one or
more supplemental indentures, and, with the consent of the holders of not less
than 66 2/3% in aggregate principal amount of Securities at the time outstanding
which are affected thereby, to modify the Indenture or any supplemental
indenture or the rights of the holders of Securities of such series to be
affected, provided that no such modification will (i) extend the fixed maturity
of any Securities, reduce the rate or extend the time of payment of interest
thereon, reduce the principal amount thereof or the premium, if any, thereon,
reduce the amount of the principal of Original Issue Discount Securities payable
on any date, change the currency in which Securities are payable, or impair
the
right to institute suit for the enforcement of any such payment on or after
the
maturity thereof, without the consent of the holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities of any series
the consent of the holders of which is required for any such modification
without the consent of the holders of all Securities of such series then
Outstanding, or (iii) modify, without the written consent of the Trustee, the
rights, duties or immunities of the Trustee.
No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein
prescribed.
This
Note
is a Global Security registered in the name of a nominee of the Depository.
This
Note is exchangeable for Notes registered in the name of a person other than
the
Depository or its nominee only in the limited circumstances hereinafter
described. Unless and until it is exchanged in whole or in part for definitive
Notes in certificated form, this Note may not be transferred except as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository.
The
Notes
represented by this Global Security are exchangeable for definitive Notes in
certificated form of like tenor as such Notes in denominations of ¥100,000 and
integral multiples thereof only if (i) the Depository notifies the Company
that
it is unwilling or unable to continue as Depository for the DTC Global Note
or
(ii) the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or (iii) both the Euroclear System
and Clearstream Banking, société anonyme, notify the Company that they are
unwilling or unable to continue as a clearing system for the International
Global Note or (iv) the Company in its sole discretion decides to allow the
Notes to be exchanged for definitive Notes in registered form. Any Notes that
are exchangeable pursuant to the preceding sentence are exchangeable for
certificated Notes issuable in authorized denominations and registered in such
names as the Depository shall direct. As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of definitive Notes
in
certificated form is registrable in the register maintained by the Company
for
such purpose, upon surrender of the definitive Note for registration of transfer
at the office or agency of the Company in any place where the principal of
and
interest on the definitive Note are payable, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Company and the
registrar duly executed by, the holder thereof or his attorney duly authorized
in writing, and thereupon one or more new Notes of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees. Subject to the
foregoing, this Note is not exchangeable, except for a Global Security or Global
Securities of this issue of the same principal amount to be registered in the
name of the Depository or its nominee.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
The
Company will pay additional amounts ("Additional Amounts") to the beneficial
owner of any Note that is a non-United States person in order to ensure that
every net payment on such Note will not be less, due to payment of U.S.
withholding tax, than the amount then due and payable. For this purpose, a
"net
payment" on a Note means a payment by the Company or a paying agent, including
payment of principal and interest, after deduction for any present or future
tax, assessment or other governmental charge of the United States. These
Additional Amounts will constitute additional interest on the Note.
The
Company will not be required to pay Additional Amounts, however, in any of
the
circumstances described in items (1) through (13) below.
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(1)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld solely by reason of the beneficial
owner:
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(a)
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having
a relationship with the United States as a citizen, resident or
otherwise;
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(b)
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having
had such a relationship in the past
or
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(c)
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being
considered as having had such a
relationship.
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(2)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld solely by reason of the beneficial
owner:
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(a)
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being
treated as present in or engaged in a trade or business in the United
States;
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(b)
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being
treated as having been present in or engaged in a trade or business
in the
United States in the past or
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(c)
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having
or having had a permanent establishment in the United
States.
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(3)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld in whole or in part by reason of the beneficial owner being
or
having been any of the following (as such terms are defined in the
Internal Revenue Code of 1986, as
amended):
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(a)
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personal
holding company;
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(b)
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foreign
personal holding company;
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(c)
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foreign
private foundation or other foreign tax-exempt
organization;
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(d)
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passive
foreign investment company;
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(e)
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controlled
foreign corporation or
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(f)
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corporation
which has accumulated earnings to avoid United States federal income
tax.
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(4)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld solely by reason of the beneficial owner owning or having
owned,
actually or constructively, 10 percent or more of the total combined
voting power of all classes of stock of the Company entitled to vote
or by
reason of the beneficial owner being a bank that has invested in
a Note as
an extension of credit in the ordinary course of its trade or
business.
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For
purposes of items (1) through (4) above, "beneficial owner" means a fiduciary,
settlor, beneficiary, member or shareholder of the holder if the holder is
an
estate, trust, partnership, limited liability company, corporation or other
entity, or a person holding a power over an estate or trust administered by
a
fiduciary holder.
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(5)
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Additional
Amounts will not be payable to any beneficial owner of a Note that
is
a:
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(a)
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fiduciary;
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(b)
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partnership;
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(c)
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limited
liability company or
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(d)
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other
fiscally transparent entity
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or
that is not the sole beneficial owner of the Note, or any portion
of the
Note. However, this exception to the obligation to pay Additional
Amounts
will only apply to the extent that a beneficiary or settlor in relation
to
the fiduciary, or a beneficial owner or member of the partnership,
limited
liability company or other fiscally transparent entity, would not
have
been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial
or
distributive share of the payment.
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(6)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld solely by reason of the failure of the beneficial owner
or any
other person to comply with applicable certification, identification,
documentation or other information reporting requirements. This exception
to the obligation to pay Additional Amounts will only apply if compliance
with such reporting requirements is required by statute or regulation
of
the United States or by an applicable income tax treaty to which
the
United States is a party as a precondition to exemption from such
tax,
assessment or other governmental
charge.
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(7)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is collected
or
imposed by any method other than by withholding from a payment on
a Note
by the Company or a paying agent.
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(8)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld by reason of a change in law, regulation, or administrative
or
judicial interpretation that becomes effective more than 15 days
after the
payment becomes due or is duly provided for, whichever occurs
later.
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(9)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is imposed
or
withheld by reason of the presentation by the beneficial owner of
a Note
for payment more than 30 days after the date on which such payment
becomes due or is duly provided for, whichever occurs
later.
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(10)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any:
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(a)
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estate
tax;
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(b)
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inheritance
tax;
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(c)
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gift
tax;
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(d)
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sales
tax;
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(e)
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excise
tax;
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(f)
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transfer
tax;
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(g)
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wealth
tax;
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(h)
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personal
property tax or
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(i)
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any
similar tax, assessment, withholding, deduction or other governmental
charge.
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(11)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment, or other governmental charge required to
be
withheld by any paying agent from a payment of principal or interest
on a
Note if such payment can be made without such withholding by any
other
paying agent.
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(12)
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Additional
amounts will not be payable if a payment on a Note is reduced as
a result
of any tax, assessment or other governmental charge that is required
to be
made pursuant to any European Union directive on the taxation of
savings
income or any law implementing or complying with, or introduced to
conform
to, any such directive.
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(13)
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Additional
Amounts will not be payable if a payment on a Note is reduced as
a result
of any combination of items (1) through (12)
above.
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Except
as
specifically provided herein, the Company will not be required to make any
payment of any tax, assessment or other governmental charge imposed by any
government or a political subdivision or taxing authority of such
government.
As
used
in this Note, "United States person" means:
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(a)
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any
individual who is a citizen or resident of the United
States;
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(b)
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any
corporation, partnership or other entity created or organized in
or under
the laws of the United States;
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(c)
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any
estate if the income of such estate falls within the federal income
tax
jurisdiction of the United States regardless of the source of such
income
and
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(d)
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any
trust if a United States court is able to exercise primary supervision
over its administration and one or more United States persons have
the
authority to control all of the substantial decisions of the
trust.
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Additionally,
"non-United States person" means a person who is not a United States person,
and
"United States" means the states of the United States of America and the
District of Columbia, but excluding its territories and its
possessions.
Except
as
provided below, the Notes may not be redeemed prior to maturity.
(1) The
Company may, at its option, redeem the Notes if:
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(a)
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the
Company becomes or will become obligated to pay Additional Amounts
as
described above;
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(b)
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the
obligation to pay Additional Amounts arises as a result of any change
in
the laws, regulations or rulings of the United States, or an official
position regarding the application or interpretation of such laws,
regulations or rulings, which change is announced or becomes effective
on
or after December 4, 2007 and
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(c)
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the
Company determines, in its business judgment, that the obligation
to pay
such Additional Amounts cannot be avoided by the use of reasonable
measures available to it, other than substituting the obligor under
the
Notes or taking any action that would entail a material cost to the
Company.
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(2)
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The
Company may also redeem the Notes, at its option,
if:
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(a)
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any
act is taken by a taxing authority of the United States on or after
December 4, 2007, whether or not such act is taken in relation to
the
Company or any affiliate, that results in a substantial probability
that
the Company will or may be required to pay Additional Amounts as
described
under above;
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(b)
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the
Company determines, in its business judgment, that the obligation
to pay
such Additional Amounts cannot be avoided by the use of reasonable
measures available to it, other than substituting the obligor under
the
Notes or taking any action that would entail a material cost to the
Company and
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(c)
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the
Company receives an opinion of independent counsel to the effect
that an
act taken by a taxing authority of the United States results in a
substantial probability that the Company will or may be required
to pay
the Additional Amounts described under above, and delivers to the
Trustee
a certificate, signed by a duly authorized officer, stating that
based on
such opinion the Company is entitled to redeem the Notes pursuant
to their
terms.
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Any
redemption of the Notes as set forth in clauses (1) or (2) above shall be in
whole, and not in part, and will be made at a redemption price equal to 100%
of
the principal amount of the Notes Outstanding plus accrued interest thereon
to
the date of redemption. Holders shall be given not less than 30 days nor more
than 60 days prior notice by the Trustee of the date fixed for such
redemption.
All
terms
used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. The Notes are governed by the laws of the
State of New York.
SCHEDULE
OF EXCHANGES OF INTERESTS
The
following exchanges of a part of this Note for an interest in another Global
Security or for a certificated Note, or exchanges of a part of another Global
Security or certificated Note for an interest in this Note, have been
made:
|
Date
of Exchange
|
Amount
of decrease
in
Principal Amount
of
this Note
|
Amount
of increase in
Principal
Amount
of
this Note
|
Principal
Amount of
this
Note following
such
decrease (or
increase)
|
Signature
of
Authorized
Officer
of
Trustee
or
Fiscal
Agent
|
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December
21, 2007 (original issuance)
|
¥100,000,000,000
|
|||
|
*
|
This
Schedule may be used by the Trustee, Paying Agent, Fiscal Agent or
other
agent of the Company in respect of this Note, and, if so used, shall
be
deemed a part thereof for all
purposes.
|
