exv4w02






Exhibit 4.2




CITIGROUP INC.,

as Issuer



and



THE BANK OF NEW YORK MELLON,

as Trustee



Ninth Supplemental Indenture



Dated as of November 1, 2010



Supplement to Indenture of Citigroup Inc.

dated as of July 23, 2004



 









 




          NINTH SUPPLEMENTAL INDENTURE, dated as of November 1, 2010 (this “Ninth Supplemental Indenture”),
between CITIGROUP INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a
New York banking corporation, not in its individual capacity but solely as trustee (the “Trustee”)
under the Indenture, dated as of July 23, 2004 (the “Base Indenture”), supplemented by a Third
Supplemental Indenture, dated as of December 3, 2007 (the “Third Supplemental Indenture,” and the
Base Indenture, as supplemented by the Third Supplemental Indenture, the “Indenture”).



RECITALS:


          WHEREAS, the Company and the Trustee entered into the Indenture to establish the terms of the
6.700% Junior Subordinated Deferrable Interest Debentures due March 15, 2042 (the “Debentures”);


          WHEREAS, in accordance with Section 2.5(a) of the Third Supplemental Indenture, as of November 1,
2010, the Stated Maturity of the Debentures is December 15, 2015;


          WHEREAS, in accordance with Section 2.5(c) of the Third Supplemental Indenture, as of November 1,
2010, the subordination provisions in Article XIV of the Indenture become inapplicable to the
Debentures and, as a consequence, the Debentures became Senior Indebtedness;


          WHEREAS, the Indenture may be amended without the consent of any Holder in accordance with Sections
9.1(2) and 9.2(8) of the Base Indenture;


          WHEREAS, the Company has sent notice of the exercise of its right under Section 8.1(a)(v) of the
Declaration of Citigroup Capital XXXI, a Delaware statutory trust (the “Trust”) to dissolve the
Trust and distribute all of the Debentures to the holders of the Trust Securities on November 22,
2010;


          WHEREAS, in accordance with Sections 1.2 and 9.3 of the Base Indenture, the Company has delivered
to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that all conditions
precedent provided for in the Indenture to the Trustee’s execution and delivery of this Ninth
Supplemental Indenture have been complied with and that the execution and delivery of this Ninth
Supplemental Indenture is authorized and permitted under the Indenture; and


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


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



 









 








ARTICLE I




DEFINITIONS; GENERAL


          Section 1.1 Definition 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 Ninth Supplemental
Indenture unless otherwise specified herein;


          (b) a term defined anywhere in this Ninth Supplemental Indenture has the same meaning throughout;


          (c) the definition of any term in this Ninth Supplemental Indenture that is also defined in the
Indenture, shall for the purposes of this Ninth Supplemental Indenture supersede the definition of
such term in the Indenture;


          (d) the definition of a term in this Ninth Supplemental Indenture is not intended to have any
effect on the meaning or definition of an identical term that is defined in the
Indenture insofar as the use or effect of such term in the Indenture, as previously defined, is
concerned;


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


          (f) headings are for convenience of reference only and do not affect interpretation; and


          (g) the following terms have the meanings given to them in this Section 1.1(g):


          “Base Indenture” has the meaning set forth in the recitals hereto.


          “Company Request” or “Company Order” means a written request or order signed
in the name of the Company by its Chairman or a Vice Chairman of the Board, its President, a
Vice President, its Chief Financial Officer, its Chief Accounting Officer, its Treasurer, or an
Assistant Treasurer and by its Secretary or an Assistant Secretary, and delivered to the Trustee.


          “Indenture” has the meaning set forth in the recitals hereto.


          “Reset Cap” as of any Remarketing Date, means the prevailing market yield, as determined by the
Remarketing Agent, of the benchmark U.S. treasury security having a remaining maturity that most
closely corresponds to the period from such date until the Stated Maturity of the Debentures, plus
7.0% per annum.



     Section 1.2 General. The terms of this Ninth Supplemental Indenture shall apply to the Debentures
issued under the Indenture only and shall not apply to any other series of Securities.



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ARTICLE II




AMENDMENTS TO THE TERMS AND CONDITIONS OF THE DEBENTURES



     Section 2.1 Title of Debentures. As a consequence of the elections made by the Company in
accordance with Section 2.5 of the Third Supplemental Indenture, the title of the Debentures is
hereby amended and restated in its entirety as follows: “6.700% Notes due December 15, 2015.”



     Section 2.2 Payment of Interest. The Company hereby surrenders its right to defer payments of
interest on the Debentures as provided for in Article XIII of the Base Indenture and
Section 2.1(a)(12) of the Third Supplemental Indenture, with the effect that the Company shall no
longer have this right with respect to the Debentures.



     Section 2.3 Denomination. The Debentures as modified by this Ninth Supplemental Indenture shall be
issued in denominations of $1,000 or any amount in excess thereof that is an integral multiple of
$1,000.



     Section 2.4 Surrender of Company’s Right to Add Optional Early Redemption. The Company hereby
surrenders its right to elect to change the terms of the Debentures to specify a date for early
redemption of the Debentures at the Company’s option, as provided for in Section 2.5(b) of the
Third Supplemental Indenture, with the effect that the Company shall no longer have this right with
respect to the Debentures.



ARTICLE III



AMENDMENTS TO THE INDENTURE



     Section 3.1 Events of Default. Section 5.1 of the Base Indenture is hereby amended with respect to
the Debentures, by deleting the existing paragraph (a) in its entirety, and inserting the following
paragraph:


          “(a) the failure of the Company to pay any installment of interest on any of the
Debentures, when and as the same shall become payable, which failure shall have continued
unremedied for a period of 30 days;”



     Section 3.2 Remarketing. The provisions of Sections 5(a), (b) and (c) of Annex I to the
Declaration, along with all associated defined terms not otherwise defined in the Indenture or this
Ninth Supplemental Indenture, shall be deemed to apply, mutatis mutandis, to a Remarketing of the
Debentures.



     Section 3.3 Final Terms. In accordance with the final sentence of Section 9.6 of the Base
Indenture, on the Remarketing Settlement Date associated with a Successful Remarketing, the final
terms of the Debentures shall be reflected in the security certificate or certificates evidencing
the Debentures.



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ARTICLE IV




MISCELLANEOUS



     Section 4.1 Effectiveness. This Ninth Supplemental Indenture will become effective upon its
execution and delivery.



     Section 4.2 Trustee. The Trustee accepts the trusts created by this Ninth 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 Ninth 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 4.3 Ratification. The Indenture as supplemented by this Ninth Supplemental Indenture is in
all respects ratified and confirmed, and this Ninth Supplemental Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and therein provided.



     Section 4.4 Governing Law.


          This Ninth Supplemental Indenture shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York, and all rights and remedies shall be governed by such laws
without regard for the principles in its conflicts of laws.



     Section 4.5 Counterparts.


          This Ninth 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 Ninth Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized, on the day and year first
above written.




	 	 	 	 	 
	 	CITIGROUP INC.

 	 
	 	By  	/s/ John C. Gerspach
 	 
	 	 	Name:  	John C. Gerspach 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON,

as Trustee

 	 
	 	By  	/s/ Timothy W. Casey
 	 
	 	 	Name:  	Timothy W. Casey 	 
	 	 	Title:  	Senior Associate 	 
	 




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