Exhibit 4.2










 


 


CITIGROUP FUNDING INC.,

as Issuer


 


CITIGROUP INC.,


as Guarantor


 


and


 


THE BANK OF NEW YORK MELLON,

as Successor Trustee


 


Second Supplemental Indenture


 


Dated December 20, 2012


 


Supplement to Indenture dated as of June
1, 2005

providing for the issuance of

Senior Securities


 






    	 



    	 



    
 




SECOND SUPPLEMENTAL INDENTURE, dated
December 20, 2012 (this “Second Supplemental Indenture”), among CITIGROUP FUNDING INC., a Delaware corporation
(the “Company”), CITIGROUP INC., a Delaware corporation (the “Guarantor”), and
THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as trustee, as successor
to JPMorgan Chase Bank, N.A., (the “Trustee”) under the Indenture, dated as of June 1, 2005 (as amended, the
“Indenture”). 


 


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 11:58p.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, as required by Section
6.05 of the Indenture, at the Time of Merger and the simultaneous assumption of the Company’s obligations under the Indenture
and the Securities (as described herein), the Guarantor will not be in Default in the performance of any covenant or condition
of the Indenture; and


 


WHEREAS, the Company has delivered to the
Trustee (i) pursuant to Section 14.03 of the Indenture, a copy of a resolution of its Boards of Directors, certified by the Assistant
Secretary of the Company, authorizing the execution of the Second Supplemental Indenture; and (ii) pursuant to Sections 14.03 and
16.02 of the Indenture, a copy of an Officer’s Certificate of the Company authorizing the execution of the Second Supplemental
Indenture and certifying that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery
of this Second Supplemental Indenture have been complied with; and


 


WHEREAS, the Guarantor has delivered to
the Trustee (i) pursuant to Section 14.03 of the Indenture, a copy of a resolution of its Board of Directors certified by an Assistant
Secretary of the Guarantor, and a copy of an Officer’s Certificate of the Guarantor, each authorizing the execution of the
Second Supplemental Indenture; and (ii) pursuant to Sections 14.03 and 16.02 of the Indenture, an Opinion of Counsel to the effect
that all conditions precedent provided for in the Indenture to the Trustee’s execution and delivery of this Second Supplemental
Indenture have been complied with, and the execution of the Second Supplemental Indenture is authorized and permitted by, the provisions
of the Indenture; and


 


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


 






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NOW, THEREFORE, the Company, the Guarantor
and the Trustee agree as follows:


 


 


ARTICLE I


 


DEFINITIONS; GENERAL


 


Section 1.1Definition of Terms.



 


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


 


(a) a term defined
in the Indenture has the same meaning when used in this Second Supplemental Indenture unless otherwise specified herein;


 


(b) a term defined anywhere in this Second
Supplemental Indenture 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 Second Supplemental Indenture shall apply to the Indenture and to every series of Securities issued under the Indenture
and Outstanding at the Time of Merger.


 


Section 1.3 Effectiveness. The provisions of
this Second Supplemental Indenture shall have effect, without any further action by the Company, the Guarantor or the Trustee,
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 6.02 of the Indenture, the Guarantor expressly assumes by this Second Supplemental Indenture the due and
punctual payment of the principal of and interest and premium, if any, on all the Securities (and Coupons, if any), according to
their tenor, and the due and punctual performance and observance of all other obligations to the holders and the Trustee under
the Indenture or the Securities (and Coupons, if any) to be performed or observed by the Company.


 


Section 2.2 Assumption of Rights
and Powers. Pursuant to Sections 6.05 and 16.01 of the Indenture, the Guarantor shall hereby succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Guarantor had been
named as the Company in the Indenture.


 






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ARTICLE III 


 


RELIEF OF OBLIGATIONS
OF THE COMPANY


 


Section 3.1 Relief of Obligations.
Pursuant to Sections 6.05 and 16.01 of the Indenture, the Company hereby shall be relieved of all obligations and covenants
under the Indenture, the Securities and Coupons, if any.


 


 


ARTICLE IV 


 


MISCELLANEOUS


 


Section 4.1Trustee. The Trustee
accepts the trusts created by this Second 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 Second Supplemental Indenture 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
Indenture as supplemented by this Second Supplemental Indenture is in all respects ratified and confirmed, and this Second Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.


 


Section 4.3 Counterparts. This
Second Supplemental Indenture 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 Second Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized,
on the day and year first above written to have effect at the Time of Merger.


 


 


 


 


CITIGROUP FUNDING INC.


 


By:  /s/ LeRoy Davis                             

Name: LeRoy Davis

Title: Executive Vice President


 


 


 





CFI Senior Debt Indenture


Second Supplemental Indenture











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CITIGROUP INC.


 


By: /s/ Martin A. Waters                      

Name: Martin A. Waters

Title: Assistant Treasurer


 


 


 





CFI Senior Debt Indenture


Second Supplemental Indenture











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THE BANK OF NEW YORK MELLON,

as Successor Trustee


 


By: /s/ Francine Kincaid                        

Name: Francine Kincaid

Title: Vice President


 


 


 





CFI Senior Debt Indenture


Second Supplemental Indenture











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