FOURTH SUPPLEMENTAL INDENTURE dated as of June 27, 2019 (this Fourth 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 November 13, 2013, as supplemented by the First Supplemental Indenture dated February 1, 2016, the Second Supplemental Indenture dated December 29, 2016 and the Third Supplemental Indenture dated June 26, 2017 (the Indenture).
WHEREAS, pursuant to Section 15.01(a)(iii) of the Indenture, the Company and the Trustee may enter into a supplemental indenture without the consent of Securityholders to change any provision of the Indenture; provided that any such change shall become effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;
WHEREAS, this Fourth Supplemental Indenture shall not apply to any Security that is Outstanding, or that is part of a series any Security of which is Outstanding, on the date hereof and shall apply only to Securities issued after the date hereof;
WHEREAS, all acts and requirements necessary to make this Fourth Supplemental Indenture, a legal, valid and binding obligation of the Company have been done;
WHEREAS, the Company desires to enter into this Fourth Supplemental Indenture and hereby requests that the Trustee enter into the same;
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1.01. Section 15.01(a) of the Indenture is hereby amended by adding a new subparagraph thereto as follows:
(x) to conform the terms and provisions of Securities of any series issued pursuant to this Indenture to the terms and provisions of such Securities specified in the applicable final prospectus filed with the SEC under Rule 424(b).
Section 2.01. The Trustee accepts the trusts created by this Fourth 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 Fourth 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.