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 CDS Clearing
and Depository Services Inc. ("CDS") to Citigroup Inc. or its agent for
registration of transfer, exchange or payment, and any certificate issued in
respect thereof is registered in the name of CDS & CO., or in such other
name as is requested by an authorized representative of CDS (and any payment
is
made to CDS & CO. or to such other entity as is requested by an authorized
representative of CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered holder hereof,
CDS & CO., has an interest herein. This certificate is issued pursuant to a
Master Letter of Representations of Citigroup Inc. to CDS, as such letter may
be
replaced or amended from time to time.
4.625%
Notes due January 17, 2017
REGISTERED
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REGISTERED
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CUSIP:
172967 DX 6
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ISIN:
XX000000 DX 65
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Common
Code: 028307225
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No.
R-____
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C$_____________
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CITIGROUP
INC., a Delaware corporation (the "Company", which term includes any successor
Person under the Indenture), for value received, hereby promises to pay to
CDS
& Co., or registered assigns, the principal sum of C$_____________ on
January 17, 2017, and until the principal hereof is paid or made available
for
payment to pay interest thereon from and including January 17, 2007 or from
the
most recent Interest Payment Date (as defined herein) to which interest has
been
paid or duly provided for, to but excluding January 17, 2017, semi-annually
in
equal installments on the seventeenth day of January and July of each year,
commencing July 17, 2007, at a fixed rate of 4.625% per annum (each such
semi-annual payment date, an “Interest Payment Date”). The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
as
provided in the Indenture, be paid pursuant to the instructions of the Person
in
whose name this Note is registered at the close of business on the Record Date
for such interest, which shall be the January 1 and July 1 (whether or not
a
Business Day) next preceding each Interest Payment Date.
Any
such
interest not so punctually paid or duly provided for will forthwith cease to
be
payable to the holder on such Record Date and may either be paid pursuant to
the
instructions of the Person in whose name this 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
will be payable semi-annually in equal installments and, in the case of any
period other than a full semi-annual period, interest hereon will be calculated
on the basis of the actual number of days elapsed and a year of 365 days or
(in
the case of a leap year) 366 days. All Canadian dollar amounts resulting from
the calculations described in the preceding sentence will be rounded to the
nearest cent.
If
either
an Interest Payment Date or a redemption date falls on a day that is not both
a
Toronto Business Day and a New York Business Day, the payment due on such date
will be postponed to the next succeeding day that is both a Toronto Business
Day
and a New York Business Day, and no further interest will accrue in respect
of
such postponement. "Toronto Business Day" means any day on which commercial
banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign currency deposits and foreign exchange)
in Toronto. “New York Business Day” means any day on which commercial banks
settle payments and are open for general business in The City of New
York.
If
a date
for payment of interest or principal on the Note falls on a day that is not
a
business day in the place of payment, such payment will be made on the next
succeeding business day in such place of payment as if made on the date such
payment was due. No interest will accrue on any amounts payable for the period
from and after the due date for payment of such interest or
principal.
The
Notes
will be represented by beneficial interests in fully registered permanent global
notes (the "Global Notes") without interest coupons attached, which will be
registered in the name of CDS & Co. and deposited with CDS.
Beneficial
interests in the Global Notes will be represented through book-entry accounts
of
financial institutions acting on behalf of beneficial owners as direct and
indirect participants in CDS. Clearstream International (“Clearstream”) and the
Euroclear System (“Euroclear”) will hold interests on behalf of their
participants through customers' securities accounts in their respective names
on
the books of their respective Canadian subcustodians, each of which is a
Canadian Schedule I chartered bank ("Canadian subcustodians"), which in turn
will hold such interests in customers' securities accounts in the names of
the
Canadian subcustodians on the books of CDS.
All
payments of principal and interest on the Notes will be made in Canadian
dollars. Payments on the Global Notes will be made on behalf of the Company
by
the fiscal agent pursuant to the instructions of the Person in whose name this
Note is registered at the close of business on the relevant Record Date. All
payments made by the fiscal agent on the Company’s behalf shall discharge the
liability of the Company under the Notes to the extent of the sums so
paid.
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
the Fiscal Agent on behalf of the Trustee 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:
January 17, 2007
By:_________________________________
Title:
Chief Financial Officer
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ATTEST:
By:___________________________________
Title:
Assistant Secretary
This
is
one of the Notes of the series issued under the within-mentioned
Indenture.
Dated:
January 17, 2007
THE
BANK OF NEW YORK,
as
Trustee
By:_________________________________
Name:
Title:
-or-
CITIBANK,
N.A.,
as
Authenticating Agent
By:_________________________________
Name:
Title:
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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, 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 C$400,000,000.
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.
If
CDS
notifies the Company that it is unwilling or unable to continue as depositary
in
connection with the Global Notes or ceases to be a recognized clearing agency
under the Securities Act (Ontario) or other applicable Canadian securities
legislation, and a successor depositary is not appointed by the Company within
90 days after receiving such notice or becoming aware that CDS is no longer
so
recognized, or if both Clearstream and Euroclear notify the Company that they
are unwilling or unable to continue as a clearing system in connection with
the
Notes, or if the Company in its sole discretion decides to allow some or all
of
the Notes to be exchangeable for definitive securities in registered form,
then
the beneficial owners of Notes affected by such events will be notified through
the relevant chain of intermediaries that definitive notes are available.
Beneficial owners of affected book-entry notes will then be entitled (1) to
receive physical delivery in certificated form of definitive notes equal in
principal amount to their beneficial interest and (2) to have the definitive
notes registered in their names. The definitive notes will be issued in
denominations of C$100,000 and integral multiples of C$1,000 in excess thereof.
Definitive notes will be registered in the name or names of the person or
persons CDS, Euroclear and Clearstream specify in a written instruction to
the
registrar. CDS or Euroclear and Clearstream may base their written instruction
upon directions they receive from their participants. Thereafter, the holders
of
the definitive notes will be recognized as the "holders" of the notes under
the
Indenture.
In
the
event definitive notes are issued, the holders of definitive notes will be
able
to receive payments of principal and interest on their notes at the office
of
the Company's paying agents maintained in Toronto and in London. Payment of
principal of a definitive note may be made only against surrender of the note
to
one of the Company's paying agents. The Company also has the option of mailing
checks to the registered holders of the notes.
In
the
event definitive notes are issued, the holders of definitive notes will be
able
to transfer their notes, in whole or in part, by surrendering the notes for
registration of transfer at the office of Citibank Canada, Toronto office,
or
Citibank, N.A., London office, duly endorsed by or accompanied by a written
instrument of transfer in form satisfactory to the Company and the registrar.
Upon surrender, the Company will execute, and the authenticating agent will
authenticate and deliver, new notes to the designated transferee in the amount
being transferred, and a new note for any amount not being transferred will
be
issued to the transferor. Such new notes will be delivered free of charge at
the
offices of Citibank, N.A. in London or Citibank Canada in Toronto, as requested
by the owner of such new notes. The Company will not charge any fee for the
registration of transfer or exchange, except that it may require the payment
of
a sum sufficient to cover any applicable tax or other governmental charge
payable in connection with the transfer.
Prior
to
due presentment of this Note for registration of transfer, the Company, the
Fiscal Agent and any agent of the Company or the Fiscal Agent 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
Fiscal Agent 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.
(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.
(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:
(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 January 10, 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
January 10, 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
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 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.