Exhibit 4.3







 


 


 


CITIGROUP FUNDING INC.,

as Issuer


 


 


CITIGROUP INC.,


as Guarantor


 


 


and


 


 


U.S. BANK NATIONAL ASSOCIATION,

as Warrant Agent


 


 


First Amendment to the Warrant Agreement


 


 


Dated December 20, 2012


 


 


First Amendment to the Warrant Agreement


dated as of November 22, 2006 providing
for


the issuance of Index Warrants, Series W-A


 






    	 



    	 



    
 


FIRST AMENDMENT TO THE WARRANT AGREEMENT,
dated December 20, 2012 (this “First Amendment to the Warrant Agreement”), among CITIGROUP FUNDING INC.,
a Delaware corporation (the “Company”), CITIGROUP INC., a Delaware corporation (the “Guarantor”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as warrant agent (the “Warrant Agent”)
under the Warrant Agreement, dated as of November 22, 2006 (the “Warrant Agreement”). 


 


RECITALS:


 


WHEREAS, the Guarantor has
executed and filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, pursuant to Section
253 of the Delaware General Corporation Law, merging the Company with and into the Guarantor effective at 11:58 p.m. (local time
in Wilmington, Delaware) on December 31, 2012 (the “Time of Merger”); and


 


WHEREAS, at the Time of Merger,
the Guarantor will be the continuing entity; and


 


WHEREAS, pursuant to Section
5.01 of the Warrant Agreement, at the Time of Merger and the simultaneous assumption of the Company’s obligations under the
Warrant Agreement and the Warrants (as described herein), the Guarantor is not in default in the performance of any covenant or
condition of the Warrant Agreement; and


 


WHEREAS, pursuant to Section
9.02 of the Warrant Agreement, the Guarantor has delivered to the Warrant Agent an Officers’ Certificate and an Opinion of
Counsel each to the effect that all conditions precedent provided for in the Warrant Agreement relating to the Warrant Agent’s
execution and delivery of this First Amendment to the Warrant Agreement have been complied with; and


 


WHEREAS, the Company and the Guarantor have
requested that the Warrant Agent execute and deliver this First Amendment to the Warrant Agreement and satisfy all requirements
necessary to make this First Amendment to the Warrant Agreement a valid instrument in accordance with its terms, and all acts and
things necessary have been done and performed to make this First Amendment to the Warrant Agreement enforceable in accordance with
its terms, and the execution and delivery of this First Amendment to the Warrant Agreement has been duly authorized in all respects;


 


NOW, THEREFORE, the Company, the Guarantor
and the Warrant Agent agree as follows:


 


ARTICLE I


 


DEFINITIONS; GENERAL


 


Section 1.1Definition of Terms.



 






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Unless the context otherwise requires (including for
purposes of the Recitals):


 


(a) a term defined
in the Warrant Agreement has the same meaning when used in this First Amendment to the Warrant Agreement unless otherwise specified
herein;


 


(b) a term defined anywhere in this First
Amendment to the Warrant Agreement has the same meaning throughout;


 


(c) the singular
includes the plural and vice versa; and


 


(d) headings are
for convenience of reference only and do not affect interpretation.


 


Section 1.2 General. The terms
of this First Amendment to the Warrant Agreement shall apply to every series of Warrants issued under the Warrant Agreement and
Outstanding at the Time of Merger.


 


Section 1.3 Effectiveness.
The provisions of this First Amendment to the Warrant Agreement shall take effect, without any further action by the Company, the
Guarantor or the Warrant Agent, at the Time of Merger.


 


 


ARTICLE II 


 


ASSUMPTION OF OBLIGATIONS, RIGHTS AND
POWERS BY THE GUARANTOR


 


Section 2.1 Assumption of Obligations.
Pursuant to Section 5.01 of the Warrant Agreement, the Guarantor expressly assumes by this First Amendment to the Warrant Agreement
the due and punctual payment or delivery of the amount of money or underlying assets payable upon exercise with respect to all
the Warrants, and the due and punctual performance and observance of all other obligations to the holders and the Warrant Agent
under the Warrant Agreement or under the Warrants to be performed or observed by the Company.


 


Section 2.2 Assumption of Rights
and Powers. Pursuant to Section 5.01 of the Warrant Agreement, the Guarantor shall hereby succeed to, and be substituted for,
and may exercise every right and power of, the Company under the Warrant Agreement with the same effect as if the Guarantor had
been named as the Company in the Warrant Agreement.


 


ARTICLE III 


 


RELIEF OF OBLIGATIONS
OF THE COMPANY


 


Section 3.1 Relief of Obligations.
Pursuant to Section 5.01 of the Warrant Agreement, the Company hereby shall be relieved of all obligations and covenants under
the Warrant Agreement and the Warrants.


 






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ARTICLE IV 


 


MISCELLANEOUS


 


Section 4.1Warrant Agent. The
Warrant Agent accepts the trusts created by this First Amendment to the Warrant Agreement upon the terms and conditions set forth
in the Warrant Agreement. The Warrant Agent 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 Amendment to the Warrant Agreement or
the due execution hereof by the Company or the Guarantor 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 only by the Company
and the Guarantor.


 


Section 4.2 Ratification. The
Warrant Agreement as amended by this First Amendment to the Warrant Agreement is in all respects ratified and confirmed, and this
First Amendment to the Warrant Agreement shall be deemed part of the Warrant Agreement in the manner and to the extent herein and
therein provided.


 


Section 4.3 Counterparts. This
First Amendment to the Warrant Agreement may be executed in any number of separate counterparts each of which shall be an original
for all purposes; but such separate counterparts shall together constitute but one and the same instrument.




 






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IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to the Warrant Agreement to be duly executed by their respective officers thereunto
duly authorized, on the day and year first above written to take effect at the Time of Merger.


 


 


CITIGROUP FUNDING INC.


 


 


 


By: /s/ LeRoy Davis                                              

Name: LeRoy Davis

Title: Executive Vice President


 






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CITIGROUP INC.


 


 


 


By: /s/ Martin A. Waters                                   

Name: Martin A. Waters

Title: Assistant Treasurer


 






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U.S. BANK NATIONAL ASSOCIATION,

as Warrant Agent


 


 


 


By: /s/ William Hall                                             

Name: William Hall

Title: Vice President


 






    	First Amendment to the Warrant Agreement	7