Exhibit 1.01
TERMS AGREEMENT
June 24, 2005
Citigroup Funding Inc.
388 Greenwich Street, 38th Floor
New York, New York 10013
Attn: Treasury Capital Markets
Dear Sirs:
We understand that Citigroup Funding Inc., a Delaware corporation (the “Company”), proposes to issue and sell $51,750,000 aggregate principal amount of its Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index with Potential Supplemental Interest Maturity Due December 30, 2008 (the “Notes”). The Notes will be fully and unconditionally guaranteed by Citigroup Inc., a Delaware corporation (the “Guarantor”). Subject to the terms and conditions set forth herein or incorporated by reference herein, Citigroup Global Markets Inc. (the “Underwriter”) offers to purchase 5,175,000 Notes in the principal amount of $50,197,500 at 97% of the aggregate principal amount. The Closing Date shall be June 29, 2005 at 9:00 a.m. at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York 10006.
The Notes shall have the following terms:
Title: | Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index with Potential Supplemental Interest at Maturity Due December 30, 2008. | |
Maturity: | December 30, 2008. | |
| Maturity Payment: | Holders of the Notes will be entitled to receive at maturity, for each $10 principal amount of Notes such holders hold, a payment equal to the sum of $10 and an interest distribution amount (as defined in the Prospectus Supplement dated June 24, 2005 relating to the Notes). | |
| Initial Price To Public: | 100% of the principal amount thereof, plus accrued interest from June 29, 2005 to date of payment and delivery. | |
| Redemption Provisions: | The Notes are not redeemable by the Company prior to maturity. | |
| Trustee: | The Bank of New York. | |
| Indenture: | Indenture, dated as of June 1, 2005. | |
All the provisions contained in the document entitled “Citigroup Funding Inc. – Debt Securities - Underwriting Agreement Basic Provisions” and dated May 3, 2005 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined.
The Underwriter hereby agrees in connection with the underwriting of the Notes to comply with the requirements set forth in any applicable sections of Section 2720 to the By-Laws of the National Association of Securities Dealers, Inc.
John R. Dye, Esq., is General Counsel—Capital Markets of the Guarantor and counsel to the Company. Cleary Gottlieb Steen & Hamilton LLP is counsel to the Underwriter. Cleary Gottlieb Steen & Hamilton LLP is special tax counsel to the Company and the Guarantor.
Please accept this offer no later than 9:00 p.m. on June 24, 2005, by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:
“We hereby accept your offer, set forth in the Terms Agreement, dated June 24, 2005, to purchase the Notes on the terms set forth therein.”
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Ramesh K. Menon | |
| Name: | Ramesh K. Menon | |
| Title: | Managing Director | |
| ACCEPTED: | ||
| CITIGROUP FUNDING INC. | ||
| By: | /s/ Geoffrey S. Richards | |
| Name: | Geoffrey S. Richards | |
| Title: | Vice President and Assistant Treasurer | |
| CITIGROUP INC. | ||
| By: | /s/ Charles E. Wainhouse | |
| Name: | Charles E. Wainhouse | |
| Title: | Assistant Treasurer | |
