EXHIBIT 4.13
CITIGROUP INC.
AND
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of August 2, 2004
Supplemental to Indenture dated as of April 12, 2001
providing for the issuance of
Subordinated Debt Securities
FIRST SUPPLEMENTAL INDENTURE, dated as of August 2, 2004 (the "First
Supplemental Indenture"), between CITIGROUP INC., a Delaware corporation (the
"Company"), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association (formerly Bank One Trust Company, N.A.), as trustee (the
"Trustee"), under the Indenture dated as of April 12, 2001 (as supplemented, the
"Indenture"). Capitalized terms used but not defined herein shall have the
meanings ascribed thereto under the Indenture.
WHEREAS, pursuant to Section 13.01(c) of the Indenture, the Company
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 Security of any series
Outstanding created prior to the execution of such supplemental indenture which
is entitled to the benefit of such provision;
WHEREAS, pursuant to Section 13.01(b) of the Indenture, the Company
and the Trustee may enter into a supplemental indenture to add to the covenants
and agreements of the Company to be observed thereafter for the protection or
benefit of the Holders of all or any series of Securities;
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
Modifications Applicable to Securities Issued After the Date Hereof
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 The definition of Senior Indebtedness contained in Section
1.01 of the Indenture is hereby amended by deleting such definition in its
entirety and substituting therefor the following:
"Senior Indebtedness" means with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of
the Company for money borrowed and (B) indebtedness evidenced by
securities, notes, debentures, bonds or other similar instruments issued
by the Company including all indebtedness (whether now or hereafter
outstanding) issued under the Indenture, dated as of March 15, 1987,
between the Company and The Bank of New York, as trustee, in case as the
same may be amended, modified or supplemented from time to time; (ii) all
capital lease obligations of the Company; (iii) all obligations
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of the Company issued or assumed as the deferred purchase price of
property, all conditional sale obligations of the Company and all
obligations of the Company under any conditional sale or title retention
agreement (but excluding trade accounts payable in the ordinary course of
business); (iv) all obligations, contingent or otherwise, of the Company
in respect of any letters of credit, banker's acceptance, security
purchase facilities and similar credit transactions; (v) all obligations
of the Company in respect of interest rate swap, cap or other agreements,
interest rate future or options contracts, currency swap agreements,
currency future or option contracts and other similar agreements; (vi) all
obligations of the type referred to in clauses (i) through (v) of other
Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise ("guarantees"); and (vii) all obligations
of the type referred to in clauses (i) through (vi) of other Persons
secured by any lien on any property or asset of the Company (whether or
not such obligation is assumed by the Company), except that Senior
Indebtedness does not include obligations in respect of (1) any
indebtedness issued prior to July 23, 2004 under this Indenture, (2) any
indebtedness issued under the indenture, dated as of July 17, 1998,
between the Company and Bank One Trust Company, N.A., as trustee, as
supplemented, (3) any indebtedness issued to a Citigroup Trust before May
31, 2004 under the indenture, dated as of October 7, 1996, between the
Company (formerly known as Travelers Group Inc.) and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as trustee, as supplemented
(the "1996 Junior Subordinated Debt Indenture"), (4) any guarantee entered
into by the Company before May 31, 2004 in respect of any preferred
securities, capital securities or preference stock of a Citigroup Trust to
which the Company issued any indebtedness under the 1996 Junior
Subordinated Debt Indenture, and (5) any indebtedness or any guarantee
that is by its terms subordinated to or pari passu with the Securities and
the issuance of which, in the case of this clause (5) only, (x) has
received the concurrence or approval of the staff of the Federal Reserve
Bank of New York or the staff of the Board of Governors of the Federal
Reserve System or (y) does not at the time of issuance prevent the
Securities from qualifying for tier 2 capital treatment (irrespective of
any limits on the amount of the Company's tier 2 capital) under the
applicable capital adequacy guidelines, regulations, policies or published
interpretations of the Board of Governors of the Federal Reserve System.
Section 1.01 of the Indenture is hereby amended by adding thereto
the following definition:
"Citigroup Trust" means each of Citigroup Capital II,
Citigroup Capital VI, Citigroup Capital VII, Citigroup Capital VIII,
Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup
Capital XII and Citigroup Capital XIII, each a Delaware statutory business
trust.
ARTICLE TWO
Modifications for the Benefit of Present and Future Holders of the Securities
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The modifications in this Article Two are applicable in equal and
proportionate benefit to all of the present and future holders of the
Securities.
Section 2.01 The following covenant is hereby added as Section 5.05 to the
Indenture:
"Section 5.05. Future Issuance of Securities under this Indenture.
Any Securities issued under this Indenture shall either (x) be
issued with the concurrence or approval of the staff of the Federal
Reserve Bank of New York or the staff of the Board of Governors of the
Federal Reserve System or (y) qualify at the time of issuance for tier 2
capital treatment (irrespective of any limits on the amount of the
Company's tier 2 capital) under the applicable capital adequacy
guidelines, regulations, policies or published interpretations of the
Board of Governors of the Federal Reserve System."
ARTICLE THREE
Miscellaneous
Section 3.01 The Trustee accepts the trusts created by 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 3.02 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 3.03 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.
J.P. Morgan Trust Company, National Association, hereby accepts the
trusts in this First Supplemental Indenture declared and provided, upon the
terms and conditions herein set forth.
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IN WITNESS WHEREOF, each of CITIGROUP INC. and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, 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 August 2, 2004.
CITIGROUP INC.
By: /s/ Martin A. Waters
------------------------------------
Name: Martin A. Waters
Title: Assistant Treasurer
Attest:
By: /s/ Michael Tarpley
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Corporate Seal
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By: /s/ Janice Ott Rotunno
------------------------------------
Name: Janice Ott Rotunno
Title: Vice President
Attest:
By: /s/ Leonard Gnat
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Corporate Seal
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