CITIGROUP INC. AND THE BANK OF NEW YORK (as successor-in-interest to JPMorgan Chase Bank, N.A.) Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 15, 2006 Supplemental to Indenture dated as of September 15, 2006 providing for the issuance of...
Exhibit
4.03
AND
THE
BANK
OF NEW YORK
(as
successor-in-interest to JPMorgan Chase Bank, N.A.)
Trustee
Dated
as
of November 15, 2006
Supplemental
to Indenture dated as of September 15, 2006
providing
for the issuance of
Junior
Subordinated Deferrable Interest Debentures
FIRST
SUPPLEMENTAL INDENTURE, dated as of November 15, 2006 (the "First Supplemental
Indenture"), between CITIGROUP INC., a Delaware corporation (the "Company"),
and
THE BANK OF NEW YORK, a national banking association (as successor-in-interest
to JPMorgan Chase Bank, N.A.), as trustee (the "Trustee"), under the Indenture
dated as of September 15, 2006 (as supplemented, the "Indenture"). Capitalized
terms used but not defined herein shall have the meanings ascribed thereto
under
the Indenture.
WHEREAS,
pursuant to Section 9.01(7) of the Indenture, the Company and the Trustee
may
enter into a supplemental indenture to cure any ambiguity, to correct or
supplement any provision in the Indenture which may be inconsistent with
any
other provision in the Indenture, or to make any other provisions with respect
to matters or questions arising under the Indenture, provided
such
action shall not adversely affect the interests of the Holders of Securities
of
any series in any material respect;
WHEREAS,
the Company and the Trustee desire to enter into this First Supplemental
Indenture;
NOW,
THEREFORE, the Company covenants and agrees with the Trustee as
follows:
ARTICLE
ONE
The
modifications in this Article One shall have no effect upon any series of
Securities Outstanding on the date hereof but shall be applicable only to
Securities issued after the date hereof.
Section
1.01 Section
13.5 shall be amended by deleting paragraph (c) in its entirety and substituting
therefor the following:
"(c) The
Company is not permitted to sell shares of common stock in excess of a number
of
shares of common stock to be specified pursuant to a Board Resolution, and
set
forth in an Officers’ Certificate for each series of Securities (in each case,
the "Share Cap Amount"), for the purpose of satisfying Section 13.5(a) or
otherwise paying Deferred Interest on the Securities of the relevant series
then
outstanding. If the issued and outstanding shares of common stock shall have
been changed into a different number of shares or a different class by reason
of
any stock split, reverse stock split, stock dividend, reclassification,
recapitalization, split-up, combination, exchange of shares or other similar
transaction, then each affected Share Cap Amount shall be correspondingly
adjusted. The Company shall increase a Share Cap Amount (including through
the
increase of its authorized share capital, if necessary) to an amount that
would
allow the Company to raise sufficient proceeds to satisfy its obligations
to pay
Deferred Interest in full at the end of the first year of an Extended Interest
Payment Period (and on each subsequent anniversary of the end of the first
year
of an Extended Interest Payment Period to the extent that an Extended Interest
Payment Period would last more than one year), if a then-current Share Cap
Amount would not allow the Company to raise sufficient proceeds to satisfy
its
obligations to pay Deferred Interest (including Compounded Interest to that
date) assuming a price per share equal to the average trading price of the
Company’s common shares over the ten-trading-day period preceding such date;
provided
that the
Company will not be obligated to increase a Share Cap Amount above the maximum
number of shares specified in the relevant Officers’ Certificate. Until the
Tenth Deferral Anniversary, a Default will occur if the Company does not
increase the relevant Share Cap Amount to an amount that is greater than
the
minimum number of shares specified in the relevant Officers’ Certificate when
required to do so as described above; provided that no Default will occur
if the
Company has increased the relevant Share Cap Amount to the maximum number
of
shares specified in the relevant Officers’ Certificate."
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ARTICLE
TWO
Miscellaneous
Section
2.01 The
Trustee accepts the modifications to Section 13.5 of the Indenture set forth
in
this First 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 First 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. This First Supplemental Indenture shall take effect
on
the date hereof.
Section
2.03 This
First 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.
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IN
WITNESS WHEREOF, each of CITIGROUP INC. and THE BANK OF NEW YORK, as Trustee,
has caused this First 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 15, 2006.
| CITIGROUP INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx | |
|
Name: Xxxxxx X. Xxxxxx |
||
| Title: Assistant Treasurer | ||
| Attest: | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
|
|
||||
| Corporate Seal | ||||
| THE BANK OF NEW YORK, as Trustee | ||
| |
|
|
| By: | /s/ Van X. Xxxxx | |
|
Name: Van X. Xxxxx |
||
| Title: Vice President | ||
| Attest: | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||
|
|
||||
| Corporate Seal | ||||
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