GUARANTEE , dated as of April 11, 2007 of Citigroup Inc.,
a Delaware corporation (“ Guarantor ”), in favor
of U.S Bank Trust National Association, not in its individual
capacity, but solely as trustee of TIERS ®
Inflation-Linked Trust 2004-21 (“ Counterparty
”).
1.
Guarantee. In order to induce Counterparty to enter into an
amendment to the ISDA Master Agreement dated as of April 8, 2004
(as supplemented by the schedule thereto and related documents, and
a confirmation for the portfolio transaction thereunder, as amended
or supplemented from time to time, the “ Agreement
”), with Guarantor's wholly-owned subsidiary Citigroup
Financial Products Inc. (“ Primary Obligor ”),
Guarantor absolutely and unconditionally guarantees to
Counterparty, its successors and permitted assigns, as primary
obligor and not as a surety, the due and punctual payment of all
amounts payable by Primary Obligor under the Agreement, whether
secured or unsecured, joint or several (such amounts, together with
any and all expenses referred to under Section 11 of the Agreement
incurred by Counterparty in enforcing Counterparty’s rights
under this Guarantee, the “ Obligations ”) all
without regard to any counterclaim, set-off, deduction or defense
of any kind which Guarantor may have or assert, and without
abatement, suspension, deferment or diminution on account of any
event or condition whatsoever; provided , however ,
that Guarantor shall be entitled to exercise or assert, as the case
may be, any right, claim or defense that is available to Primary
Obligor. Any capitalized term used herein and not otherwise defined
shall have the meaning assigned to it in the Agreement.
2.
Nature of Guarantee. This Guarantee is a guarantee of
payment and not of collection. Counterparty shall not be obligated,
as a condition precedent to performance by Guarantor hereunder, to
file any claim relating to the Obligations in the event that
Primary Obligor becomes subject to a bankruptcy, reorganization or
similar proceeding, and the failure of Counterparty to file a claim
shall not affect Guarantor's obligations hereunder. This Guarantee
shall continue to be effective or be reinstated if any payment to
Counterparty by Primary Obligor on account of any Obligation is
returned to Primary Obligor or is rescinded upon the insolvency,
bankruptcy or reorganization of Primary Obligor.
3.
Consents, Waivers and Renewals. Guarantor agrees that
Counterparty may at any time and from time to time, either before
or after the maturity thereof, without notice to or further consent
of Guarantor, change the time, manner or place of payment or any
other term of, any Obligation, exchange, release, fail to perfect
or surrender any collateral for, or renew or change any term of any
of the Obligations owing to it, and may also enter into a written
agreement with Primary Obligor or with any other party to the
Agreement or person liable on any Obligation, or interested
therein, for the extension, renewal, payment, compromise,
modification, waiver, discharge or release thereof, in whole or in
part, without impairing or affecting this Guarantee. Except as
otherwise set forth in Section 1 hereof, the Obligations of
Guarantor under this Guarantee are unconditional, irrespective of
(i) the lack of value, genuineness, validity, or enforceability of
the Obligations, (ii) any law, regulation or order of any
jurisdiction or any other similar event affecting the term of any
Obligation or of Counterparty’s rights with respect thereto
and (iii) to the fullest extent permitted by applicable law, (a)
any law, rule or policy that is now or hereafter promulgated by any
governmental authority (including any central bank) or regulatory
body that may adversely affect Counterparty’s ability or
obligation to make or receive such payments, (b) any
nationalization, expropriation, war, riot, civil commotion or other
similar event, (c) any inability to convert any currency into the
currency of payment of such obligation, and (d) any inability to
transfer funds in the currency of payment of such obligation to the
place of payment therefor. Guarantor agrees that Counterparty may
have recourse to Guarantor for payment of any of the Obligations,
whether or not Counterparty has proceeded against any collateral
security or any obligor principally or secondarily obligated for
any Obligation. Guarantor waives demands, promptness, diligence and
all notices that may be required by law or to perfect
Counterparty's rights hereunder except notice to Guarantor of a
default by Primary Obligor under the Agreement, provided ,
however , that any delay in the deliv
