Exhibit 4.32
CITIGROUP INC.
AND
THE CHASE MANHATTAN BANK
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 15, 1998
Supplemental to Indenture dated as of October 7, 1996
providing for the issuance of
Debt Securities
FIRST SUPPLEMENTAL INDENTURE, dated as of December 15, 1998 (the "First
Supplemental Indenture"), between Citigroup Inc. (formerly Travelers Group
Inc.), a Delaware corporation (the "Company"), and The Chase Manhattan Bank, a
New York banking association, as trustee (the "Trustee"), under the Indenture
dated as of October 7, 1996 (as supplemented, the "Indenture").
WHEREAS, pursuant to Section 9.1(8) of the Indenture, the Company and the
Trustee may enter into a supplemental indenture to cure any ambiguity, to
correct or supplement any provision in the Indenture which may be inconsistent
with any other provision therein, or to make any other provisions with respect
to matters or questions arising under the Indenture, provided such actions shall
not adversely affect the interests of the Holders of Securities of any series in
any material respect;
WHEREAS, the Company and the Trustee desire to enter into this First
Supplemental Indenture;
NOW, THEREFORE, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of all of the present and future holders of the
Securities as follows:
ARTICLE I
Modifications
Section 1.1 The definition of Senior Indebtedness contained in Section 1.1
of the Indenture shall be 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
such obligor for money borrowed and (B) indebtedness evidenced by
securities, notes, debentures, bonds or other similar instruments issued
by such obligor; (ii) all capital lease obligations of such obligor; (iii)
all obligations of such obligor issued or assumed as the deferred purchase
price of property, all conditional sale obligations of such obligor and
all obligations of such obligor 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
such obligor in respect of any letters of credit, banker's acceptance,
security purchase facilities and similar credit transactions; (v) all
obligations of such obligor in respect of interest rate swap, cap or other
agreements, interest rate future or options contracts, currency swap
agreements, currency future or option contract 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 such obligor is
responsible or liable as obligor, guarantor or otherwise; 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 such obligor
(whether or not such obligation is assumed by such obligor), except for
(1) any such indebtedness that is by its terms subordinated to or pari
passu with the Securities, and (2) any indebtedness between or among such
obligor and its Affiliates, including all other debt securities and
guarantees in respect of those debt securities issued to (x) any Travelers
Trust or (y) any other trust, or a trustee of such trust, partnership or
other entity affiliated with the Company which is a financing vehicle of
the Company (a "Financing Entity") in connection with the issuance by such
Financing Entity of preferred securities or other securities guaranteed by
such obligor pursuant to an instrument that ranks pari passu with, or
junior to, such guarantees.
ARTICLE II
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Miscellaneous
Section 1.2 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 1.3 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 1.4 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.
The Chase Manhattan Bank 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 THE CHASE MANHATTAN BANK,
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 December 15, 1998.
CITIGROUP INC.
By: /s/ Robert Matza
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Name: Robert Matza
Title: Deputy Treasurer
Attest:
By: /s/ Shelley Dropkin
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Corporate Seal
THE CHASE MANHATTAN BANK
By: /s/ Andrew M. Deck
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Name: Andrew M. Deck
Title: Vice President
Attest:
By: /s/ Robert S. Teschler
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Corporate Seal
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