-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AA+pddqHDo6dhpYlTW3vAUjmP3DpjMTsivL9h0gH5uD7mreSmX6wcr1TyIezo/3i dowR6BmlJWjRqZdsVkKDDw== 0000950123-05-008202.txt : 20050706 0000950123-05-008202.hdr.sgml : 20050706 20050706151641 ACCESSION NUMBER: 0000950123-05-008202 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 23 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP GLOBAL MARKETS HOLDINGS INC CENTRAL INDEX KEY: 0000200245 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 112418067 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15286 FILM NUMBER: 05940416 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128166000 MAIL ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON SMITH BARNEY HOLDINGS INC DATE OF NAME CHANGE: 19971128 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PHIBRO CORP DATE OF NAME CHANGE: 19820526 8-K 1 y10588e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 2005 -------------------------- Citigroup Global Markets Holdings Inc. ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 1-15286 11-2418067 --------------- ----------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 388 Greenwich Street, New York, New York 10013 ---------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 816-6000 ---------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Citigroup Global Markets Holdings Inc. Current Report on Form 8-K ITEM 8.01 OTHER EVENTS. On June 30, 2005, Citigroup Inc. ("Citigroup"), the parent company of Citigroup Global Markets Holdings Inc. ("CGMHI"), entered into supplemental indentures and supplemental guarantee agreements to unconditionally guarantee all SEC-registered debt and SEC-registered guarantees of CGMHI. Based upon these unconditional guarantees, CGMHI will no longer file quarterly, annual or other reports under the Securities Exchange Act of 1934. Copies of the above-referenced supplemental indentures and supplemental guarantee agreements are being filed as exhibits to this Form 8-K and are incorporated herein by reference in their entirety. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number 99.01 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of December 1, 1988, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A., as Trustee. 99.02 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of October 27, 1993, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and The Bank of New York, as Trustee. 99.03 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of January 18, 1994, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A., as Trustee. 99.04 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of May 26, 2000, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A., as Trustee. 99.05 TARGETS Trust XVI Supplemental Guarantee Agreement dated as of June 30, 2005. 99.06 Guarantee of the Common Securities Guarantee of TARGETS Trust XVI dated as of June 30, 2005. 99.07 TARGETS Trust XVII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.08 Guarantee of the Common Securities Guarantee of TARGETS Trust XVII dated as of June 30, 2005. 99.09 TARGETS Trust XVIII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.10 Guarantee of the Common Securities Guarantee of TARGETS Trust XVIII dated as of June 30, 2005. 99.11 TARGETS Trust XIX Supplemental Guarantee Agreement dated as of June 30, 2005. 99.12 Guarantee of the Common Securities Guarantee of TARGETS Trust XIX dated as of June 30, 2005. 99.13 TARGETS Trust XX Supplemental Guarantee Agreement dated as of June 30, 2005. 99.14 Guarantee of the Common Securities Guarantee of TARGETS Trust XX dated as of June 30, 2005. 99.15 TARGETS Trust XXI Supplemental Guarantee Agreement dated as of June 30, 2005. 99.16 Guarantee of the Common Securities Guarantee of TARGETS Trust XXI dated as of June 30, 2005. 99.17 TARGETS Trust XXII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.18 Guarantee of the Common Securities Guarantee of TARGETS Trust XXII dated as of June 30, 2005. 99.19 TARGETS Trust XXIII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.20 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIII dated as of June 30, 2005. 99.21 TARGETS Trust XXIV Supplemental Guarantee Agreement dated as of June 30, 2005. 99.22 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIV dated as of June 30, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 6, 2005 CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ John R. Dye ------------------------ Name: John R. Dye Title: Assistant Secretary EXHIBIT INDEX Exhibit Number 99.01 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of December 1, 1988, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A., as Trustee. 99.02 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of October 27, 1993, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and The Bank of New York, as Trustee. 99.03 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of January 18, 1994, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A., as Trustee. 99.04 Supplemental Indenture dated as of June 30, 2005, to Indenture dated as of May 26, 2000, among Citigroup Global Markets Holdings Inc., as Issuer, Citigroup Inc., as Guarantor, and JPMorgan Chase Bank, N.A., as Trustee. 99.05 TARGETS Trust XVI Supplemental Guarantee Agreement dated as of June 30, 2005. 99.06 Guarantee of the Common Securities Guarantee of TARGETS Trust XVI dated as of June 30, 2005. 99.07 TARGETS Trust XVII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.08 Guarantee of the Common Securities Guarantee of TARGETS Trust XVII dated as of June 30, 2005. 99.09 TARGETS Trust XVIII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.10 Guarantee of the Common Securities Guarantee of TARGETS Trust XVIII dated as of June 30, 2005. 99.11 TARGETS Trust XIX Supplemental Guarantee Agreement dated as of June 30, 2005. 99.12 Guarantee of the Common Securities Guarantee of TARGETS Trust XIX dated as of June 30, 2005. 99.13 TARGETS Trust XX Supplemental Guarantee Agreement dated as of June 30, 2005. 99.14 Guarantee of the Common Securities Guarantee of TARGETS Trust XX dated as of June 30, 2005. 99.15 TARGETS Trust XXI Supplemental Guarantee Agreement dated as of June 30, 2005. 99.16 Guarantee of the Common Securities Guarantee of TARGETS Trust XXI dated as of June 30, 2005. 99.17 TARGETS Trust XXII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.18 Guarantee of the Common Securities Guarantee of TARGETS Trust XXII dated as of June 30, 2005. 99.19 TARGETS Trust XXIII Supplemental Guarantee Agreement dated as of June 30, 2005. 99.20 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIII dated as of June 30, 2005. 99.21 TARGETS Trust XXIV Supplemental Guarantee Agreement dated as of June 30, 2005. 99.22 Guarantee of the Common Securities Guarantee of TARGETS Trust XXIV dated as of June 30, 2005. EX-99.01 2 y10588exv99w01.txt SUPPLEMENTAL INDENTURE EXHIBIT 99.01 CITIGROUP GLOBAL MARKETS HOLDINGS INC., As Issuer, CITIGROUP INC., As Guarantor, AND JPMORGAN CHASE BANK, N.A., As Trustee ---------------------------------------------- SUPPLEMENTAL INDENTURE Dated as of June 30, 2005 to INDENTURE Dated as of December 1, 1988 ---------------------------------------------- THIS TWELFTH SUPPLEMENTAL INDENTURE dated as of June 30, 2005 (the "Supplemental Indenture"), by and among Citigroup Global Markets Holdings Inc, a corporation organized and existing under the laws of the State of New York ("CGMHI"), Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, as Guarantor ("Citigroup"), and JPMorgan Chase Bank, N.A. (as successor to The First National Bank of Chicago), a national banking association, as trustee (the "Trustee"); WHEREAS, CGMHI has heretofore executed and delivered to the Trustee an indenture dated as of December 1, 1988 (as amended and supplemented to the date hereof, the "Indenture"), providing for the issuance by CGMHI from time to time of its debt securities; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the payment obligations of CGMHI with respect to CGMHI's issued and outstanding debt securities under the Indenture (the "Debt Securities") as set forth herein; and WHEREAS, the execution of the Supplemental Indenture is authorized and permitted by Section 1101 of the Indenture and all conditions precedent provided for in the Indenture relating to the execution of the Supplemental Indenture have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Debt Securities (the "Holders"), as follows: ARTICLE I Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Guarantee") to the Holders all payments on the Debt Securities when due, in accordance with the provisions of the Indenture, as provided below: SECTION I.1. Notice of acceptance of the Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup, Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Debt Securities of CGMHI under such debt instrument rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Debt Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Debt Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Debt Securities will be paid strictly in accordance with the terms of the Indenture, regardless of the value, genuineness, validity, regularity or enforceability of the Debt Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Debt Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Debt Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Debt Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Debt Securities; (v) the absence of any action on the part of the trustee to obtain payment of the Debt Securities from CGMHI; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Debt Securities in such bankruptcy; or 2 (vii) the absence of notice or any delay in any action to enforce any Debt Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any Debt Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the trustee, or failure of any condition to CGMHI's obligations, under the Indenture or the illegality of any provision of the Indenture. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Debt Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. Information, documents or reports, if any, required to be filed with the Trustee by CGMHI pursuant to Section 704 of the Indenture shall be deemed (a) to refer to Citigroup for so long as Citigroup guarantees the Debt Securities and (b) filed with the Trustee if (i) such information, documents or reports are generally available on, and can be printed and/or downloaded from, the Securities and Exchange Commission's internet website, www.sec.gov (or any other website of which CGMHI or Citigroup, as applicable, notifies the Trustee), and (ii) the Trustee has been notified by CGMHI or Citigroup, as applicable, that such information, documents or reports have been filed with the Securities and Exchange Commission. SECTION II.2. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the 3 definitions, uses and constructions contained in the Indenture. Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. SECTION II.3. The recitals herein and in the Debt Securities (except in the Trustee's certificate of authentication) shall be taken as the statements of CGMHI and Citigroup, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Debt Securities. The Trustee makes no undertakings or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.4. All of the covenants, stipulations, premises and agreements made in this Supplemental Indenture by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.5. This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.6. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC., as Issuer By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as Trustee By: /s/ Natalie Pesce ----------------------------------- Name: Natalie Pesce Title: Assistant Vice President EX-99.02 3 y10588exv99w02.txt SUPPLEMENTAL INDENTURE EXHIBIT 99.02 CITIGROUP GLOBAL MARKETS HOLDINGS INC., As Issuer, CITIGROUP INC., As Guarantor, AND THE BANK OF NEW YORK, As Trustee ---------------------------------------------- SUPPLEMENTAL INDENTURE Dated as of June 30, 2005 to INDENTURE Dated as of October 27, 1993 ---------------------------------------------- THIS THIRD SUPPLEMENTAL INDENTURE dated as of June 30, 2005 (the "Supplemental Indenture"), by and among Citigroup Global Markets Holdings Inc, a corporation organized and existing under the laws of the State of New York ("CGMHI"), Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, as Guarantor ("Citigroup"), and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"); WHEREAS, CGMHI has heretofore executed and delivered to the Trustee an indenture dated as of October 27, 1993 (as amended and supplemented to the date hereof, the "Indenture"), providing for the issuance by CGMHI from time to time of its debt securities; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the payment obligations of CGMHI with respect to CGMHI's issued and outstanding debt securities under the Indenture (the "Debt Securities") as set forth herein; and WHEREAS, the execution of the Supplemental Indenture is authorized and permitted by Section 11.01 of the Indenture and all conditions precedent provided for in the Indenture relating to the execution of the Supplemental Indenture have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Debt Securities (the "Holders"), as follows: ARTICLE I Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Guarantee") to the Holders all payments on the Debt Securities when due, in accordance with the provisions of the Indenture, as provided below: SECTION I.1. Notice of acceptance of the Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup, Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Debt Securities of CGMHI under such debt instrument rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Debt Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Debt Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Debt Securities will be paid strictly in accordance with the terms of the Indenture, regardless of the value, genuineness, validity, regularity or enforceability of the Debt Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Debt Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Debt Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Debt Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Debt Securities; (v) the absence of any action on the part of the trustee to obtain payment of the Debt Securities from CGMHI; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Debt Securities in such bankruptcy; or 2 (vii) the absence of notice or any delay in any action to enforce any Debt Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any Debt Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the trustee, or failure of any condition to CGMHI's obligations, under the Indenture or the illegality of any provision of the Indenture. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Debt Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. Information, documents or reports, if any, required to be filed with the Trustee by CGMHI pursuant to Section 7.04 of the Indenture shall be deemed (a) to refer to Citigroup for so long as Citigroup guarantees the Debt Securities and (b) filed with the Trustee if (i) such information, documents or reports are generally available on, and can be printed and/or downloaded from, the Securities and Exchange Commission's internet website, www.sec.gov (or any other website of which CGMHI or Citigroup, as applicable, notifies the Trustee), and (ii) the Trustee has been notified by CGMHI or Citigroup, as applicable, that such information, documents or reports have been filed with the Securities and Exchange Commission. SECTION II.2. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the 3 definitions, uses and constructions contained in the Indenture. Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. SECTION II.3. The recitals herein and in the Debt Securities (except in the Trustee's certificate of authentication) shall be taken as the statements of CGMHI and Citigroup, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Debt Securities. The Trustee makes no undertakings or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.4. All of the covenants, stipulations, premises and agreements made in this Supplemental Indenture by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.5. This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.6. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC., as Issuer By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer THE BANK OF NEW YORK, as Trustee By: /s/ Geovanni Barris ----------------------------------- Name: Geovanni Barris Title: Vice President EX-99.03 4 y10588exv99w03.txt SUPPLEMENTAL INDENTURE EXHIBIT 99.03 CITIGROUP GLOBAL MARKETS HOLDINGS INC., As Issuer, CITIGROUP INC., As Guarantor, AND JPMORGAN CHASE BANK, N.A., As Trustee ---------------------------------------------- SUPPLEMENTAL INDENTURE Dated as of June 30, 2005 to INDENTURE Dated as of January 18, 1994 ---------------------------------------------- THIS THIRD SUPPLEMENTAL INDENTURE dated as of June 30, 2005 (the "Supplemental Indenture"), by and among Citigroup Global Markets Holdings Inc, a corporation organized and existing under the laws of the State of New York ("CGMHI"), Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, as Guarantor ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "Trustee"); WHEREAS, CGMHI has heretofore executed and delivered to the Trustee an indenture dated as of January 18, 1994 (as amended and supplemented to the date hereof, the "Indenture"), providing for the issuance by CGMHI from time to time of its debt securities; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the payment obligations of CGMHI with respect to CGMHI's issued and outstanding debt securities under the Indenture (the "Debt Securities") as set forth herein; and WHEREAS, the execution of the Supplemental Indenture is authorized and permitted by Section 11.01 of the Indenture and all conditions precedent provided for in the Indenture relating to the execution of the Supplemental Indenture have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Debt Securities (the "Holders"), as follows: ARTICLE I Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Guarantee") to the Holders all payments on the Debt Securities when due, in accordance with the provisions of the Indenture, as provided below: SECTION I.1. Notice of acceptance of the Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup, Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Debt Securities of CGMHI under such debt instrument rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Debt Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Debt Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Debt Securities will be paid strictly in accordance with the terms of the Indenture, regardless of the value, genuineness, validity, regularity or enforceability of the Debt Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Debt Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Debt Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Debt Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Debt Securities; (v) the absence of any action on the part of the trustee to obtain payment of the Debt Securities from CGMHI; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Debt Securities in such bankruptcy; or 2 (vii) the absence of notice or any delay in any action to enforce any Debt Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any Debt Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the trustee, or failure of any condition to CGMHI's obligations, under the Indenture or the illegality of any provision of the Indenture. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Debt Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. Information, documents or reports, if any, required to be filed with the Trustee by CGMHI pursuant to Section 7.04 of the Indenture shall be deemed (a) to refer to Citigroup for so long as Citigroup guarantees the Debt Securities and (b) filed with the Trustee if (i) such information, documents or reports are generally available on, and can be printed and/or downloaded from, the Securities and Exchange Commission's internet website, www.sec.gov (or any other website of which CGMHI or Citigroup, as applicable, notifies the Trustee), and (ii) the Trustee has been notified by CGMHI or Citigroup, as applicable, that such information, documents or reports have been filed with the Securities and Exchange Commission. SECTION II.2. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the 3 definitions, uses and constructions contained in the Indenture. Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. SECTION II.3. The recitals herein and in the Debt Securities (except in the Trustee's certificate of authentication) shall be taken as the statements of CGMHI and Citigroup, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Debt Securities. The Trustee makes no undertakings or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.4. All of the covenants, stipulations, premises and agreements made in this Supplemental Indenture by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.5. This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.6. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC., as Issuer By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as Trustee By: /s/ Natalie Pesce ----------------------------------- Name: Natalie Pesce Title: Assistant Vice President EX-99.04 5 y10588exv99w04.txt SUPPLEMENTAL INDENTURE EXHIBIT 99.04 CITIGROUP GLOBAL MARKETS HOLDINGS INC., As Issuer, CITIGROUP INC., As Guarantor, AND JPMORGAN CHASE BANK, N.A., As Trustee ---------------------------------------------- SUPPLEMENTAL INDENTURE Dated as of June 30, 2005 to INDENTURE Dated as of May 26, 2000 ---------------------------------------------- THIS SECOND SUPPLEMENTAL INDENTURE dated as of June 30, 2005 (the "Supplemental Indenture") by and among Citigroup Global Markets Holdings Inc., a corporation organized and existing under the laws of the State of New York ("CGMHI"), Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, as Guarantor ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "Trustee"); WHEREAS, CGMHI has heretofore executed and delivered to the Trustee an indenture dated as of May 26, 2000 (as amended and supplemented to the date hereof, the "Indenture") providing for the issuance by CGMHI from time to time of certain securities representing interests in a Forward Contract relating to the Common Stock of a Designated Issuer (each term as defined in the Indenture); WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the payment obligations of CGMHI with respect to CGMHI's issued and outstanding securities under the Indenture (the "Debt Securities") as set forth herein; and WHEREAS, the execution of the Supplemental Indenture is authorized and permitted by Section 801 of the Indenture and all conditions precedent provided for in the Indenture relating to the execution of the Supplemental Indenture have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with the Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Debt Securities (the "Holders"), as follows: ARTICLE I Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Guarantee") to the Holders all payments on the Debt Securities when due, in accordance with the provisions of the Indenture, as provided below: SECTION I.1. Notice of acceptance of the Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Debt Securities of CGMHI under such debt instrument rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Debt Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Debt Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Debt Securities will be paid strictly in accordance with the terms of the Indenture, regardless of the value, genuineness, validity, regularity or enforceability of the Debt Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Debt Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Debt Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Debt Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Debt Securities; (v) the absence of any action on the part of the trustee to obtain payment of the Debt Securities from CGMHI; (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Debt Securities in such bankruptcy; or 2 (vii) the absence of notice or any delay in any action to enforce any Debt Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any Debt Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the trustee, or failure of any condition to CGMHI's obligations, under the Indenture or the illegality of any provision of the Indenture. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Debt Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Indenture. Except as expressly amended hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Debt Securities (except in the Trustee's certificate of authentication) shall be taken as the statements of CGMHI and Citigroup, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Debt Securities. The Trustee makes no undertakings or representations in respect of, and shall not be responsible in any manner whatsoever for 3 and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Indenture by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC., as Issuer By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.05 6 y10588exv99w05.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.05 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XVI SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XVI, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of August 23, 2002 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 1,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of August 23, 2002 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.06 7 y10588exv99w06.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.06 ================================= GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XVI Dated as of June 30, 2005 ================================= This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XVI, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of August 23, 2002 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 46,391.76 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of August 23, 2002, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles Wainhouse ----------------------------------- Name: Charles Wainhouse Title: Assistant Treasurer EX-99.07 8 y10588exv99w07.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.07 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XVII SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XVII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of November 26, 2002 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 3,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of November 26, 2002 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.08 9 y10588exv99w08.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.08 ================================== GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XVII Dated as of June 30, 2005 ================================== This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XVII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of November 26, 2002 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 108,247.43 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of November 26, 2002, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.09 10 y10588exv99w09.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.09 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XVIII SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XVIII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of February 27, 2003 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 2,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of February 27, 2003 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.10 11 y10588exv99w10.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.10 ================================ GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XVIII Dated as of June 30, 2005 ================================ This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XVIII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of February 27, 2003 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 77,319.59 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of February 27, 2003, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.11 12 y10588exv99w11.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.11 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XIX SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XIX, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of December 19, 2003 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 9,300,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of December 19, 2003 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.12 13 y10588exv99w12.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.12 ================================= GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XIX Dated as of June 30, 2005 ================================= This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XIX, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of December 19, 2003 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 287,629 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of December 19, 2003, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.13 14 y10588exv99w13.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.13 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XX SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XX, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of February 26, 2004 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 5,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of February 26, 2004 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.14 15 y10588exv99w14.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.14 ================================= GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XX Dated as of June 30, 2005 ================================= This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XX, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of February 26, 2004 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 170,104 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of February 26, 2004, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.15 16 y10588exv99w15.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.15 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XXI SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XXI, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of May 27, 2004 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 3,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of May 27, 2004 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.16 17 y10588exv99w16.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.16 ================================ GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XXI Dated as of June 30, 2005 ================================ This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XXI, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of May 27, 2004 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 108,248 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of May 27, 2004, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined herein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.17 18 y10588exv99w17.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.17 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XXII SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XXII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of September 29, 2004 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 4,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of September 29, 2004 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.18 19 y10588exv99w18.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.18 ================================ GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XXII Dated as of June 30, 2005 ================================ This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XXII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of September 29, 2004 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 140,722 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of September 29, 2004, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.19 20 y10588exv99w19.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.19 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XXIII SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XXIII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of December 17, 2004 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 5,500,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of December 17, 2004 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.20 21 y10588exv99w20.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.20 ================================= GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XXIII Dated as of June 30, 2005 ================================= This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XXIII, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of December 17, 2004 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 170,104 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of December 17, 2004, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer EX-99.21 22 y10588exv99w21.txt SUPPLEMENTAL GUARANTEE EXHIBIT 99.21 TARGETED GROWTH ENHANCED TERMS SECURITIES TARGETS TRUST XXIV SUPPLEMENTAL GUARANTEE AGREEMENT Dated as of June 30, 2005 THIS SUPPLEMENTAL TARGETS GUARANTEE AGREEMENT (the "Supplemental Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), Citigroup Inc., a Delaware corporation ("Citigroup"), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the "TARGETS Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the TARGETS (as defined herein) of TARGETS Trust XXIV, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of February 25, 2005 among the trustees of the Issuer named therein, CGMHI, as sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 4,735,000 preferred securities designated the Targeted Growth Enhanced Terms Securities (the "TARGETS"); WHEREAS, pursuant to a TARGETS Guarantee Agreement (the "Agreement"), dated as of February 25, 2005 between CGMHI and the TARGETS Guarantee Trustee, CGMHI agreed to pay to the Holders the Guarantee Payments (as defined therein) with respect to the TARGETS and to make certain other payments on the terms and conditions set forth therein; WHEREAS, Citigroup desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; and WHEREAS, the execution of the Supplemental Guarantee Agreement is authorized and permitted by Section 8.2 of the Agreement and all conditions precedent provided for in the Agreement relating to the execution of the Supplemental Guarantee Agreement have been complied with; NOW, THEREFORE, THIS SUPPLEMENTAL GUARANTEE AGREEMENT WITNESSETH: That in order to effectuate the guarantee described herein, Citigroup agrees with CGMHI and the TARGETS Guarantee Trustee, for the equal and proportionate benefit of the respective holders from time to time of the TARGETS (the "Holders"), as follows: ARTICLE I Citigroup Guarantee Citigroup does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the Agreement, as provided below: SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment in accordance with the provisions of the Indenture, stating the fact of default of performance, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Citigroup Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the TARGETS; (2) any waiver of any event of default, extension of time or failure to enforce any of the TARGETS; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the Agreement, regardless of the value, genuineness, validity, regularity or enforceability of the TARGETS. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the TARGETS; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the TARGETS, or any other amendment or waiver of or consent to any departure from any other agreement relating to any TARGETS; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the TARGETS; (v) the absence of any action on the part of the TARGETS Guarantee Trustee to obtain payment of the TARGETS from CGMHI; 2 (vi) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the TARGETS in such bankruptcy; or (vii) the absence of notice or any delay in any action to enforce any TARGETS or to exercise any right or remedy against Citigroup, or CGMHI, whether hereunder, under any TARGETS or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, a breach, default or misrepresentation by the TARGETS Guarantee Trustee, or failure of any condition to CGMHI's obligations under the Agreement or the illegality of any provision of the Agreement. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the TARGETS Guarantee Trustee, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the TARGETS are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, including, without limitation, the Trustee. ARTICLE II Miscellaneous Provisions SECTION II.1. This Supplemental Guarantee Agreement is executed and shall be construed as an amendment to the Agreement, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Agreement. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with the provisions thereof and the Agreement is in all respects hereby ratified and confirmed. SECTION II.2. The recitals herein and in the Agreement shall be taken as the statements of CGMHI and Citigroup, and the TARGETS Guarantee Trustee assumes no responsibility for the correctness thereof. The TARGETS Guarantee Trustee makes no representations as to the validity or sufficiency of this Supplemental Guarantee Agreement or of the Agreement. The TARGETS Guarantee Trustee makes no undertakings or representations in 3 respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Guarantee Agreement or the proper authorization or the due execution hereof by CGMHI or Citigroup or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by CGMHI and Citigroup. SECTION II.3. All of the covenants, stipulations, premises and agreements made in this Supplemental Guarantee Agreement by CGMHI and Citigroup shall bind their respective successors and assigns whether so expressed or not. SECTION II.4. This Supplemental Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. SECTION II.5. This Supplemental Guarantee Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Guarantee Agreement to be duly executed as of the day and year first above written. CITIGROUP GLOBAL MARKETS HOLDINGS INC. By: /s/ Geoffrey S. Richards ----------------------------------- Name: Geoffrey S. Richards Title: Vice President CITIGROUP INC. By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as TARGETS Guarantee Trustee By: /s/ Thomas Venusti ----------------------------------- Name: Thomas Venusti Title: Assistant Vice President EX-99.22 23 y10588exv99w22.txt GUARANTEE OF THE COMMON SECURITIES GUARANTEE EXHIBIT 99.22 =============================== GUARANTEE of the COMMON SECURITIES GUARANTEE TARGETS TRUST XXIV Dated as of June 30, 2005 =============================== This GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as of June 30, 2005 is executed and delivered by Citigroup Inc., a Delaware corporation (the "Guarantor"), for the benefit of the holders (the "Holders") from time to time of the Common Securities (as defined herein) of TARGETS Trust XXIV, a Delaware statutory trust (the "Issuer"). WHEREAS, pursuant to an Amended and Restated Declaration of Trust dated as of February 25, 2005 among the Trustees of the Issuer named therein (the "Trustees"), Citigroup Global Markets Holdings Inc., a New York corporation ("CGMHI"), as sponsor of the Issuer, and the holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer issued on that date 146,444 common securities, designated the Common Securities (the "Common Securities"); WHEREAS, pursuant to a Common Securities Guarantee Agreement (the "CGMHI Guarantee"), dated as of February 25, 2005, executed and delivered by CGMHI for the benefit of the Holders, CGMHI irrevocably and unconditionally agreed, to the extent set forth in the CGMHI Guarantee, to pay to the Holders of the Common Securities the Guarantee Payments (as defined therein) and to make certain other payments on the terms and conditions set forth therein; WHEREAS, the Guarantor desires to fully and unconditionally guarantee, as set forth herein, the Guarantee Payments; WHEREAS, the Guarantor is also executing and delivering a guarantee agreement (the "Supplemental TARGETS Guarantee") with substantially identical terms to this Guarantee for the benefit of the holders of the TARGETS(R) (as defined therein), except that if the Guarantor is in default on any of its obligations under the Supplemental TARGETS Guarantee, the rights of the Holders of the Common Securities to receive Guarantee Payments under this Guarantee are subordinated, to the extent and in the manner set forth herein, to the rights of holders of TARGETS to receive Guarantee Payments under the Supplemental TARGETS Guarantee. NOW, THEREFORE, the Guarantor does hereby fully and unconditionally guarantee (the "Citigroup Guarantee") to the Holders the Guarantee Payments when due, in accordance with the provisions of the CGMHI Guarantee, as provided below: ARTICLE I Guarantee SECTION I.1. Notice of acceptance of the Citigroup Guarantee and of default of performance by CGMHI is expressly waived, and payment under the Citigroup Guarantee shall be subject to no condition other than the giving of a written request for payment, mailed to Citigroup at the following address: Citigroup Inc., Office of Corporate Treasury, 153 East 53rd Street, 6th Floor, New York, New York 10043, Attention: Treasurer. This Guarantee is a guarantee of payment and not of collection. SECTION I.2. The right of the Holders under any debt instrument of CGMHI that is outstanding as of the date hereof to claim payment from Citigroup under the Citigroup Guarantee shall rank in priority of payment with Citigroup's other obligations to exactly the same extent that the Guarantee Payments rank with CGMHI's other obligations, if any. SECTION I.3. The obligations of Citigroup under the Citigroup Guarantee shall in no way be impaired by: (1) any extension, amendment, modification or renewal of the Common Securities; (2) any waiver of any event of default, extension of time or failure to enforce any of the Common Securities; or (3) any extension, moratorium or other relief granted to CGMHI pursuant to any applicable law or statute. SECTION I.4. Citigroup shall be obligated to make payment under the Citigroup Guarantee, for the benefit of the Holders, at the same address as CGMHI is obligated to make payment. SECTION I.5. (a) Subject to clause (b) below, Citigroup hereby agrees that the Guarantee Payments will be paid strictly in accordance with the terms of the CGMHI Guarantee, regardless of the value, genuineness, validity, regularity or enforceability of the Common Securities. Subject to clause (b) below, the liability of Citigroup to the extent herein set forth shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Citigroup) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to Citigroup or otherwise, whether based upon any obligations or any other agreement or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing, irrespective of: (i) any lack of validity or enforceability of any agreement or instrument relating to the Common Securities; (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Common Securities, or any other amendment or waiver of or consent to any departure from any other agreement relating to any Common Securities; (iii) any increase in, addition to, exchange or release of, or nonperfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, CGMHI in respect of the Common Securities; (v) any insolvency, bankruptcy, reorganization or dissolution, or any similar proceeding of CGMHI, including, without limitation, rejection of the Common Securities in such bankruptcy; or (vi) the absence of notice or any delay in any action to enforce any Common Securities or to exercise any right or remedy against Citigroup, or CGMHI, whether 2 hereunder, under any Common Securities or any agreement or any indulgence, compromise or extension granted. (b) Notwithstanding anything to the contrary in this Citigroup Guarantee, Citigroup does not waive any defense that would be available to CGMHI based on, among other things, the failure of any condition to CGMHI's obligations, under the CGMHI Guarantee or the illegality of any provision of the CGMHI Guarantee. SECTION I.6. Citigroup further agrees that, to the extent that CGMHI or Citigroup makes a payment or payments to the Holders, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to CGMHI or Citigroup or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Citigroup Guarantee and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. SECTION I.7. Until the Common Securities are paid in full, Citigroup shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification, or other rights of payment or recovery from CGMHI for any payments made by Citigroup hereunder. SECTION I.8. This Citigroup Guarantee shall be binding upon and shall inure to the benefit of the Guarantor and its respective successors and assigns. ARTICLE II Miscellaneous Provisions SECTION II.1. This Guarantee Agreement is executed and shall be construed as an amendment to the CGMHI Guarantee, and forms a part thereof. Except as herein expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Citigroup Guarantee. Except as expressly amended hereby, the CGMHI Guarantee shall continue in full force and effect in accordance with the provisions thereof and the CGMHI Guarantee is in all respects hereby ratified and confirmed. SECTION II.2. All of the covenants, stipulations, premises and agreements made in this Guarantee Agreement by Citigroup shall bind its successors and assigns whether so expressed or not. SECTION II.3. This Guarantee Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 3 This GUARANTEE AGREEMENT is executed as of the day and year first above written. CITIGROUP INC., as Guarantor By: /s/ Charles E. Wainhouse ----------------------------------- Name: Charles E. Wainhouse Title: Assistant Treasurer -----END PRIVACY-ENHANCED MESSAGE-----