Form of Guaranty for Citigroup (C)

Form of Guaranty

Date: December , 2007

388 Realty Owner LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

In consideration of 388 Realty Owner LLC (“Landlord”) entering into that certain Lease with Citigroup Global Markets Inc. (“Tenant”), an indirect wholly-owned subsidiary of Citigroup Inc., dated [December __, 2007] and relating to the real property located at 390 Greenwich Street, New York, New York (the “Agreement”), Citigroup Inc., a corporation incorporated under the laws of Delaware, hereby agrees in accordance with the following:

1.	Citigroup Inc. guarantees to Landlord the payment of the amounts owing by the Tenant in accordance with the provisions of the Agreement (collectively, the “Obligations”) subject to the terms set forth below (this “Guarantee”).

2.

Notice of acceptance of this Guarantee and of default or non-payment by the Tenant is expressly waived, and payment under this Guarantee shall be subject to no other condition than the giving of a written request by Landlord, stating the fact of default or non-payment, mailed to Citigroup Inc. at its offices located at: Citigroup Inc., Corporate Treasury, 153 East 53rd Street, 5th Floor, New York, New York 10043. Citigroup Inc. shall make payment to Landlord of any and all amounts set forth in said written request, in immediately available funds in lawful money of the United States, within five (5) business days of Landlord’s delivery of said request. Landlord shall have the right to enforce this Guarantee without pursuing any right or remedy of Landlord against Tenant or any other party. Landlord may commence any action or proceeding based upon this Guarantee directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding.

3.

Citigroup Inc. will have all those defenses that would be available to it if it were a primary co-obligor jointly and severally liable with Tenant, on the Obligations. However, subject to the first sentence of this paragraph 3, the obligations of Citigroup Inc. under this Guarantee shall in no way be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Citigroup Inc., including, without limitation:

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•

any extension, amendment, modification or renewal of the Agreement or of the Obligations;

•

any assignment, mortgage or other voluntary or involuntary transfer (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Agreement, or the occurrence of any such assignment, other voluntary or involuntary transfer;

•

any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

•

any waiver of any event of default, extension of time or failure to enforce any of the Obligations; or

•

any extension, moratorium or other relief granted to the Tenant pursuant to any applicable law or statute.

4.	This Guarantee and the obligations of Citigroup Inc. hereunder shall be irrevocably valid with respect to any claims asserted by Landlord prior to the date upon which the earlier to occur of:

•

return by Landlord of the original of this Guarantee; or

•

the close of business in New York on the first (1^st) anniversary of the end of the term of the Agreement (“Final Termination Date”).

No claim by Landlord may be asserted under this Guarantee after the Final Termination Date.

5.

This Guarantee shall be binding upon Citigroup Inc. and its successors and assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Agreement or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guarantee reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6.

Citigroup Inc. represents and warrants to Landlord that as of the date hereof: (a) Citigroup Inc. has full power, authority and legal right to execute, deliver, perform and observe this Guarantee, including, without limitation, the payment of all moneys hereunder; (b) the execution, delivery and performance by Citigroup Inc. of this Guarantee have been duly authorized by all necessary corporate action; and (c) this Guarantee constitutes the legal, valid and binding obligation of Citigroup Inc., enforceable in accordance with its terms.

7.	Citigroup Inc. hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or

C-2

relating to this Guarantee or to the Agreement until satisfaction and payment in full of all of the Obligations.

8.

No more than two (2) times during any calendar year, Citigroup Inc. shall, within ten (10) business days following request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guarantee is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Citigroup Inc. is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

9.	This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Citigroup Inc. shall be obligated to make payment hereunder only at the principal office of Citigroup Inc. in New York, New York.

Citigroup Inc. shall have no obligation to make payment or take action hereunder during any period when payment by the Tenant, in accordance with the provisions of the Agreement, would constitute a violation of any applicable laws (other than bankruptcy, liquidation, reorganization or similar laws affecting the enforcement of the rights of creditors generally).

IN WITNESS WHEREOF, Citigroup Inc. has caused these presents to be executed by its duly authorized officer this day of December, 2007.


Very truly yours,

CITIGROUP INC.

By:


STATE OF NEW YORK		)
		: ss.:
COUNTY OF NEW YORK		)

On this day of December, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the of and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.




		Notary Public

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EXHIBIT D

Form of Guaranty

Date: December , 2007

388 Realty Owner LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

In consideration of 388 Realty Owner LLC (“Landlord”) entering into that certain Lease with Citigroup Global Markets Inc. (“Tenant”), an indirect wholly-owned subsidiary of Citigroup Inc., dated [December , 2007] and relating to the real property located at 388 Greenwich Street, New York, New York (the “Agreement”), Citigroup Inc., a corporation incorporated under the laws of Delaware, hereby agrees in accordance with the following:

1.	Citigroup Inc. guarantees to Landlord the payment of the amounts owing by the Tenant in accordance with the provisions of the Agreement (collectively, the “Obligations”) subject to the terms set forth below (this “Guarantee”).

2.

Notice of acceptance of this Guarantee and of default or non-payment by the Tenant is expressly waived, and payment under this Guarantee shall be subject to no other condition than the giving of a written request by Landlord, stating the fact of default or non-payment, mailed to Citigroup Inc. at its offices located at: Citigroup Inc., Corporate Treasury, 153 East 53rd Street, 5th Floor, New York, New York 10043. Citigroup Inc. shall make payment to Landlord of any and all amounts set forth in said written request, in immediately available funds in lawful money of the United States, within five (5) business days of Landlord’s delivery of said request. Landlord shall have the right to enforce this Guarantee without pursuing any right or remedy of Landlord against Tenant or any other party. Landlord may commence any action or proceeding based upon this Guarantee directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding.

3.

Citigroup Inc. will have all those defenses that would be available to it if it were a primary co-obligor jointly and severally liable with Tenant, on the Obligations. However, subject to the first sentence of this paragraph 3, the obligations of Citigroup Inc. under this Guarantee shall in no way be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Citigroup Inc., including, without limitation:

C-1

•

any extension, amendment, modification or renewal of the Agreement or of the Obligations;

•

any assignment, mortgage or other voluntary or involuntary transfer (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Agreement, or the occurrence of any such assignment, other voluntary or involuntary transfer;

•

any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

•

any waiver of any event of default, extension of time or failure to enforce any of the Obligations; or

•

any extension, moratorium or other relief granted to the Tenant pursuant to any applicable law or statute.

4.	This Guarantee and the obligations of Citigroup Inc. hereunder shall be irrevocably valid with respect to any claims asserted by Landlord prior to the date upon which the earlier to occur of:

•

return by Landlord of the original of this Guarantee; or

•

the close of business in New York on the first (1^st) anniversary of the end of the term of the Agreement (“Final Termination Date”).

No claim by Landlord may be asserted under this Guarantee after the Final Termination Date.

5.

This Guarantee shall be binding upon Citigroup Inc. and its successors and assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Agreement or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guarantee reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6.

Citigroup Inc. represents and warrants to Landlord that as of the date hereof: (a) Citigroup Inc. has full power, authority and legal right to execute, deliver, perform and observe this Guarantee, including, without limitation, the payment of all moneys hereunder; (b) the execution, delivery and performance by Citigroup Inc. of this Guarantee have been duly authorized by all necessary corporate action; and (c) this Guarantee constitutes the legal, valid and binding obligation of Citigroup Inc., enforceable in accordance with its terms.

7.	Citigroup Inc. hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or

C-2

relating to this Guarantee or to the Agreement until satisfaction and payment in full of all of the Obligations.

8.

No more than two (2) times during any calendar year, Citigroup Inc. shall, within ten (10) business days following request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guarantee is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Citigroup Inc. is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

9.	This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Citigroup Inc. shall be obligated to make payment hereunder only at the principal office of Citigroup Inc. in New York, New York.

Citigroup Inc. shall have no obligation to make payment or take action hereunder during any period when payment by the Tenant, in accordance with the provisions of the Agreement, would constitute a violation of any applicable laws (other than bankruptcy, liquidation, reorganization or similar laws affecting the enforcement of the rights of creditors generally).

IN WITNESS WHEREOF, Citigroup Inc. has caused these presents to be executed by its duly authorized officer this day of December, 2007.


Very truly yours,

CITIGROUP INC.

By:


STATE OF NEW YORK		)
		: ss.:
COUNTY OF NEW YORK		)

On this day of December, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the of and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.



		Notary Public

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EXHIBIT D

Form of Guaranty

Date: December , 2007

388 Realty Owner LLC

c/o SL Green Realty Corp.

420 Lexington Avenue

New York, New York 10170

Ladies and Gentlemen:

In consideration of 388 Realty Owner LLC (“Landlord”) entering into that certain Lease with Citigroup Global Markets Inc. (“Tenant”), an indirect wholly-owned subsidiary of Citigroup Inc., dated [December , 2007] (the “Agreement”), Citigroup Inc., a corporation incorporated under the laws of Delaware, hereby agrees in accordance with the following:

1.	Citigroup Inc. guarantees to Landlord the payment of the amounts owing by the Tenant in accordance with the provisions of the Agreement (collectively, the “Obligations”) subject to the terms set forth below (this “Guarantee”).

2.

Notice of acceptance of this Guarantee, of default or non-payment by the Tenant is expressly waived, and payment under this Guarantee shall be subject to no other condition than the giving of a written request by Landlord, stating the fact of default or non-payment, mailed to Citigroup Inc. at its offices located at: Citigroup Inc., Corporate Treasury, 153 East 53rd Street, 5th Floor, New York, New York 10043. Citigroup Inc. shall make payment to Landlord of any and all amounts set forth in said written request, in immediately available funds in lawful money of the United States, within five (5) business days of Landlord’s delivery of said request. Landlord shall have the right to enforce this Guarantee without pursuing any right or remedy of Landlord against Tenant or any other party. Landlord may commence any action or proceeding based upon this Guarantee directly against Guarantor without making Tenant or anyone else a party defendant in such action or proceeding.

3.

Citigroup Inc. will have all those defenses that would be available to it if it were a primary co-obligor jointly and severally liable with Tenant, on the Obligations. However, subject to the first sentence of this paragraph 3, the obligations of Citigroup Inc. under this Guarantee shall in no way be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Citigroup Inc., including, without limitation:

S-1

•

any extension, amendment, modification or renewal of the Agreement or of the Obligations;

•

any assignment, mortgage or other voluntary or involuntary transfer (whether by operation of law or otherwise), of all or any part of Tenant’s interest in the Agreement, or the occurrence of any such assignment, other voluntary or involuntary transfer;

•

any right, power or privilege that Landlord may now or hereafter have against any person, entity or collateral;

•

any waiver of any event of default, extension of time or failure to enforce any of the Obligations; or

•

any extension, moratorium or other relief granted to the Tenant pursuant to any applicable law or statute.

4.	This Guarantee and the obligations of Citigroup Inc. hereunder shall be irrevocably valid with respect to any claims asserted by Landlord prior to the date upon which the earlier to occur of:

•

return by Landlord of the original of this Guarantee; or

•

the close of business in New York on the first (1^st) anniversary of the end of the term of the Agreement (“Final Termination Date”).

No claim by Landlord may be asserted under this Guarantee after the Final Termination Date.

5.

This Guarantee shall be binding upon Citigroup Inc. and its successors and assigns, and shall inure to the benefit of and may be enforced by the successors and assigns of Landlord or by any party to whom Landlord’s interest in the Agreement or any part thereof, including the rents, may be assigned whether by way of mortgage or otherwise. Wherever in this Guarantee reference is made to either Landlord or Tenant, the same shall be deemed to refer also to the then successor or assign of Landlord or Tenant.

6.

Citigroup Inc. represents and warrants to Landlord that as of the date hereof: (a) Citigroup Inc. has full power, authority and legal right to execute, deliver, perform and observe this Guarantee, including, without limitation, the payment of all moneys hereunder; (b) the execution, delivery and performance by Citigroup Inc. of this Guarantee have been duly authorized by all necessary corporate action; and (c) this Guarantee constitutes the legal, valid and binding obligation of Citigroup Inc., enforceable in accordance with its terms.

S-2

7.	Citigroup Inc. hereby waives any and all rights of subrogation (if any) which it may have against Tenant as a result of actions taken or amounts paid in connection with or relating to this Guarantee or to the Agreement until satisfaction and payment in full of all of the Obligations.

8.

No more than two (2) times during any calendar year, Citigroup Inc. shall, within ten (10) business days following request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guarantee is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modifications) and that to the best of the certifying party’s knowledge, Citigroup Inc. is not in default hereunder (or if there is such a default, describing such default in reasonable detail).

9.	This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. Citigroup Inc. shall be obligated to make payment hereunder only at the principal office of Citigroup Inc. in New York, New York.

Citigroup Inc. shall have no obligation to make payment or take action hereunder during any period when payment by the Tenant, in accordance with the provisions of the Agreement, would constitute a violation of any applicable laws (other than bankruptcy, liquidation, reorganization or similar laws affecting the enforcement of the rights of creditors generally).

IN WITNESS WHEREOF, Citigroup Inc. has caused these presents to be executed by its duly authorized officer this day of December, 2007.

Very truly yours,


CITIGROUP INC.

By:


STATE OF NEW YORK		)
		: ss.:
COUNTY OF NEW YORK		)

On this day of December, in the year 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the of and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

Notary Public

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Citigroup (C)

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