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 GLOBAL MARKETS HOLDINGS 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 173076 84 5 REPRESENTED $--
representing -- ELKS
($10 per ELKS)
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
--% Equity Linked Securities (ELKS(R)) based upon the common stock of
Genentech, Inc. due --, 2005
Citigroup Global Markets Holdings Inc., a New York 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 --, 2005 (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 semi-annual coupon payments, 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.
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 Genentech, Inc. ("Genentech").
This Note is one of the series of --% Equity Linked Securities based upon
the common stock of Genentech due --, 2005 (the "ELKS").
COUPON
A coupon of $-- per ELKS will be paid in cash on --, 2005 and a coupon of
$-- per ELKS will be paid in cash on --, 2005. The --, 2005 coupon will be
composed of $-- of interest and a partial payment of an option premium in the
amount of $--. The --, 2005 coupon will be composed of $-- of interest and a
partial payment of an option premium in the amount of $--. Coupon payments will
be payable to the persons in whose names the ELKS are registered at the close of
business on the fifth Business Day preceding each Coupon Payment Date. If a
Coupon Payment Date falls on a day that is not a Business Day, the coupon
payment to be made on such Coupon Payment Date will be made on the next
succeeding Business Day with the same force and effect as if made on such Coupon
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.
The interest portion of the coupon will represent interest accruing at a
rate of --% per annum from --, 2004 or from the most recent Coupon Payment Date
to which the interest portion of the coupon has been paid or provided for until
maturity. The interest portion of the coupon will be computed on the basis of a
360-day year of twelve 30-day months.
PAYMENT AT MATURITY
On the Stated Maturity Date, Holders of the ELKS will receive for each
ELKS the Maturity Payment described below.
DETERMINATION OF THE MATURITY PAYMENT
The Maturity Payment for each ELKS will equal either:
- a number of shares of Genentech common stock equal to the Exchange
Ratio, if the Trading Price of Genentech common stock on any Trading
Day after --, 2004 up to and including the third Trading Day before
the Stated Maturity Date (whether intra-day or at the close of
trading on any day) is less than or equal to $-- (approximately --%
of the Initial Share Price), or
- $10 in cash.
In lieu of any fractional share of Genentech common stock otherwise
payable in respect of any ELKS, at the Stated Maturity Date, the Holder of this
Note will receive an amount in cash equal to the value of such fractional share.
The number of full shares of Genentech common stock, and any cash in lieu of a
fractional share, to be delivered at the Stated Maturity Date to the Holder of
this Note will be calculated based on the aggregate number of ELKS held by such
Holder.
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The "Initial Share Price" equals $--, the price per share of Genentech
common stock at the market close on --, 2004.
The "Exchange Ratio" equals --.
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 Genentech common stock (or any other security for
which a Trading Price or Closing Price must be determined) on any exchange or
market, or (2) any options contracts or futures contracts relating to the shares
of Genentech 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.
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 "Trading Price" of Genentech common stock on any date of determination
will be (1) if the common stock is listed on a national securities exchange on
that date of determination, any reported sale price, regular way, of the
principal trading session on that date on the principal U.S. exchange on which
the common stock is listed or admitted to trading, (2) if the common stock is
not listed on a national securities exchange on that date of determination, or
if the reported sale price on such exchange is not obtainable (even if the
common stock is listed or admitted to trading on such exchange), and the common
stock is quoted on the Nasdaq National Market, any reported sale price of the
principal trading session on that date as reported on the Nasdaq, and (3) if the
common stock is not quoted on the Nasdaq on that date of determination, or if
the reported sale price on the Nasdaq is not obtainable (even if the common
stock is quoted on the Nasdaq), any reported sale price of the principal trading
session on the over-the-counter market on that date as reported on the OTC
Bulletin Board, the National Quotation Bureau or a similar organization. The
determination of the Trading 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 reported sale
price of the principal trading session is available pursuant to clauses (1), (2)
or (3) above or if there is a Market Disruption Event, the Trading 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 obtained from as many
dealers in such stock (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
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quotation in any successor to such system and the term "OTC Bulletin Board" will
include any successor to such service.
DILUTION ADJUSTMENTS
If Genentech, after the closing date of the offering of the ELKS,
(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 Genentech,
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 Genentech, and the denominator of which will be the
number of shares of common stock outstanding immediately before the event. The
Initial Share Price will also be adjusted in that case in the manner described
below.
If Genentech, after the closing date, 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 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
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delivery of only the number of shares of common stock actually delivered. The
Initial Share Price will also be adjusted in that case in the manner described
below.
If Genentech, after the closing date, 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, 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. The
Initial Share Price will also be adjusted in that case in the manner described
below.
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 may, at its option, elect to have the
adjustment provided by the above paragraph not be made and in lieu of this
adjustment, the Trading Price of Genentech common stock on any Trading Day
thereafter up to and including the third Trading Day before the Stated Maturity
Date 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 this dividend or distribution is made, 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 Genentech common stock and, if the Trading Price of Genentech common
stock on any Trading Day thereafter, up to and including the third Trading Day
before the Stated Maturity Date, is less than or equal to approximately --% of
the Initial Share Price, each holder of the ELKS will have the right to receive
at maturity cash in an amount per ELKS equal to the Exchange Ratio multiplied by
such fair market value.
If Genentech, after the closing date, 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
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time divided by the number of shares of common stock outstanding on the record
date. The Initial Share Price will also be adjusted in that case in the manner
described below.
For the purposes of these adjustments:
A "Permitted Dividend" is any quarterly cash dividend in respect of
Genentech common stock, other than a quarterly cash dividend that exceeds the
immediately preceding quarterly 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 Genentech with respect to one share
of common stock acquired in a tender offer or exchange offer by Genentech, 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 Trading Price of Genentech common stock on any Trading Day thereafter up to
and including the third Trading Day before the Stated Maturity Date 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 this dividend or distribution is
made, by a nationally recognized independent investment banking firm retained
for this purpose by the Company, whose 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 Genentech common stock and,
if the Trading Price of Genentech common stock on any Trading Day thereafter, up
to and including the third Trading Day before the Stated Maturity Date, is less
than or equal to approximately --% of the Initial Share Price, each holder of
the ELKS will have the right to receive at maturity cash in an amount per ELKS
equal to the Exchange Ratio multiplied by such sum.
If any adjustment is made to the Exchange Ratio as set forth above, an
adjustment will also be made to the Initial Share Price. The required adjustment
will be made by dividing the Initial Share Price by the relevant dilution
adjustment.
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 Genentech 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 Genentech,
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- 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 Genentech
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 Genentech, 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 and the Initial Share Price will be further adjusted to the
Exchange Ratio and the Initial Share Price which would then have been in effect
had adjustment for the event not been made. If a Reorganization Event 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 Reorganization Event as
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 Genentech 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 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 is listed or admitted to trading, (2) if the
common stock 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 is listed or admitted to trading on such
exchange), and the common stock is quoted on the Nasdaq National Market,
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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 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 is quoted on the Nasdaq), the last quoted bid price for the
common stock 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 obtained from as many
dealers in such stock (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 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.
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.
In the event of any of the following "Reorganization Events":
- any consolidation or merger of Genentech, or any surviving entity or
subsequent surviving entity of Genentech, with or into another
entity, other than a merger or consolidation in which Genentech 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 Genentech or another issuer,
- any sale, transfer, lease or conveyance to another corporation of
the property of Genentech or any successor as an entirety or
substantially as an entirety,
- any statutory exchange of securities of Genentech or any successor
of Genentech with another issuer, other than in connection with a
merger or acquisition, or
- any liquidation, dissolution or winding up of Genentech or any
successor of Genentech,
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the Trading Price of Genentech common stock on any Trading Day thereafter up to
and including the third Trading Day before the Stated Maturity Date will be
deemed to be equal to the Transaction Value.
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 Genentech common stock or
Genentech. Adjustment for these subsequent events will be as nearly equivalent
as practicable to the adjustments described above.
If Genentech common stock has been subject to a Reorganization Event and
the Trading Price of Genentech common stock on any Trading Day thereafter, up to
and including the third Trading Day before the Stated Maturity Date, is less
than or equal to approximately --% of the Initial Share Price, then each holder
of the ELKS will have the right to receive per $10 principal amount of ELKS (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" above and (ii) the number
of Marketable Securities received for each share of stock in the Reorganization
Event multiplied by the Exchange Ratio.
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 October 27, 1993, as supplemented by a First Supplemental
Indenture, dated as of November 28, 1997, a Second Supplemental Indenture, dated
as of July 1, 1999, and as further supplemented from time to time (the
"Indenture"), between the Company and The Bank of New York, as trustee (the
"Trustee",
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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
Trustee and the Holders of the ELKS, and the terms upon which the ELKS are, and
are to be, authenticated and delivered.
In case an Event of Default with respect to the ELKS shall have occurred
and be continuing, the principal of the ELKS 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 will be equal to, with respect
to this Note, the Maturity Payment calculated as though the Stated Maturity Date
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 ELKS, from and after
Maturity 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 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 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 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 ▇▇▇▇▇▇'s rights pursuant to
the Indenture or the Notes 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 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 GLOBAL MARKETS HOLDINGS INC.
By:
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President
and Treasurer
Corporate Seal
Attest:
By:
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
Dated --, 2004
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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