Exhibit 4.01


 


citigroup
global markets holdings inc.



 


Issuer


 


Citigroup
Inc.


 


Guarantor


 


and


 


THE BANK OF NEW YORK MELLON


 


Trustee


 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated as of April 13, 2020


 


Supplemental to Indenture dated
as of March 8, 2016





providing for the issuance
of





Senior Debt Securities


 




    	 



    	 



    

SECOND
SUPPLEMENTAL INDENTURE dated as of April 13, 2020 (this “Second Supplemental Indenture”), among Citigroup Global
Markets Holdings Inc., a New York corporation (the “Company”), Citigroup Inc., a corporation organized and existing
under the laws of the State of Delaware, as guarantor (the “Guarantor”), 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 March 8, 2016 (as supplemented prior to the date hereof, the “Indenture”).


 


WHEREAS, pursuant to Section 15.01(a)(iii)
of the Indenture, the Company, the Guarantor and the Trustee may enter into a supplemental indenture to change or eliminate any
of the provisions of the Indenture; provided that any such change or elimination shall become effective only when there
is no Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provision and as to which such supplemental indenture would apply;


 


WHEREAS, this Second Supplemental Indenture
shall apply only to Securities issued on or after May 1, 2020 and shall not apply to any Security that is Outstanding, or that
is part of a series (as defined in Section 6.10 of the Indenture) any Security of which is Outstanding, on the date hereof;


 


WHEREAS, all acts and requirements necessary
to make this Second Supplemental Indenture a legal, valid and binding obligation of each of the Company and the Guarantor have
been done;


 


WHEREAS, each of the Company and the Guarantor
desires to enter into this Second Supplemental Indenture and hereby requests that the Trustee enter into the same;


 


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


 




ARTICLE ONE


 


Modifications


 


Section 1.01. Section 6.01(a)(ii)
of the Indenture is hereby amended by adding the phrase “, which failure shall have continued unremedied for a period of
30 days” immediately after the phrase “as authorized by this Indenture or otherwise”.


 




    	 



    	 



    

ARTICLE TWO


 


Miscellaneous


 


Section 2.01. 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 solely by the Company and the Guarantor, as applicable.


 


Section 2.02. Capitalized terms used
but not defined in this Second Supplemental Indenture shall have the meanings given to such terms in the Indenture.


 


Section 2.03. 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 2.04. This Second 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.


 


Section 2.05. This Second Supplemental
Indenture shall apply only to Securities issued on or after May 1, 2020 and shall not apply to any Security that is Outstanding,
or that is part of a series (as defined in Section 6.10 of the Indenture) any Security of which is Outstanding, on the date
hereof.


 




    	 



    	 



    

IN WITNESS WHEREOF, each of
CITIGROUP GLOBAL MARKETS HOLDINGS INC., CITIGROUP INC. and THE BANK OF NEW YORK
MELLON, as Trustee, has caused this Second Supplemental Indenture to be signed by one of its officers thereunto duly authorized
as of April 13, 2020.


 


 





	 	CITIGROUP GLOBAL MARKETS HOLDINGS INC., 
	 	as Company
	 	 
	 	 
	 	By:	/s/ Gonzalo Martin
	 	 	Name: 	Gonzalo Martin
	 	 	Title:   	Treasurer



 


 

	 	CITIGROUP INC.,
	 	as Guarantor
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Elissa Steinberg
	 	 	Name:	Elissa Steinberg
	 	 	Title:   	Assistant Treasurer




    	 



    	 



    

		THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kelly Crosson
	 	 	Name:	Kelly Crosson
	 	 	Title:	Vice President