EX-4.1
Fourth Supplemental Indenture
CITIGROUP INC.
AND
THE BANK OF NEW YORK
FOURTH SUPPLEMENTAL INDENTURE
Dated as of November 2, 1998
Supplemental to Indenture dated as of March 15, 1987
providing for the issuance of
Debt Securities
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 2, 1998 (the "Fourth
Supplemental Indenture"), between Citigroup Inc. (formerly Travelers Group
Inc.), a Delaware corporation, (the "Company") and The Bank of New York, a New
York banking corporation (the "Trustee"), under the Indenture dated as of March
15, 1987, (as supplemented, the "Indenture").
WHEREAS, pursuant to Section 13.01(d) of the Indenture, the Company and
the Trustee may enter into a supplemental indenture to supplement any provision
in the Indenture;
WHEREAS, the Company and the Trustee desire to enter into this Fourth
Supplemental Indenture;
NOW, THEREFORE, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of all of the present and future holders of the
Securities as follows:
ARTICLE ONE
Modifications
Section 1.01 The definition of Officers' Certificate contained in Section
1.02 of the Indenture shall be amended by deleting "any Vice President" and
substituting therefor: "any Vice Chairman, the Chief Financial Officer, the
Chief Accounting Officer, the General Counsel or any Vice President".
Section 1.02 Section 2.03 shall be amended by deleting "or one of its Vice
Presidents" in the third line and substituting therefor: any Vice Chairman, the
Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Deputy
Treasurer, the General Counsel or any Vice President".
Section 1.03 Section 3.01 shall be amended by deleting "a Vice President"
in the first paragraph and substituting therefor: "any Vice Chairman, the Chief
Financial Officer, the Chief Accounting Officer, the Treasurer, the Deputy
Treasurer, the General Counsel or any Vice President".
ARTICLE TWO
Miscellaneous
Section 2.01 The Trustee accepts the trusts created by this Fourth
Supplemental Indenture upon the terms and conditions set forth in the Indenture.
The Trustee shall not
be responsible or accountable in any manner whatsoever for or in respect of, and
makes no representation with respect to, the validity or sufficiency of this
Fourth Supplemental Indenture or the due execution hereof by the Company and
shall not be responsible in any manner whatsoever for or in respect of the
correctness of the recitals and statements contained herein, all of which
recitals and statements are made solely by the Company.
Section 2.02 Except as hereby expressly modified, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
Section 2.03 This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original for all
purposes; but such counterparts shall together be deemed to constitute but one
and the same instrument.
The Bank of New York hereby accepts the trusts in this Fourth Supplemental
Indenture declared and provided, upon the terms and conditions herein set forth.
IN WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK, as
Trustee, has caused this Fourth Supplemental Indenture to be signed and
acknowledged by one of its officers thereunto duly authorized, and its corporate
seal to be affixed hereto, and the same to be attested by the signature of its
Secretary or one of its Assistant Secretaries, all as of November 2, 1998.
CITIGROUP INC.
By Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
Attest:
By Xxxxxxx X. Xxxxxxx
-------------------------
Corporate Seal
THE BANK OF NEW YORK
By Xxxx Xxxx Xxxxxxxxx
-----------------------------------
Name: Xxxx Xxxx Xxxxxxxxx
Title: Vice President
Attest:
By Xxxxxxx X. Xxxxx
-------------------------
Corporate Seal
