Exhibit 1.01
TERMS AGREEMENT
November 21, 2005
Citigroup Funding Inc.
388 Greenwich Street, 38th Floor
New York, New York 10013
Attn: Treasury Capital Markets
Ladies and Gentlemen:
We understand that Citigroup Funding Inc., a Delaware corporation (the
"Company"), proposes to issue and sell $20,250,000 aggregate principal amount of
its Stock Market Upturn Notes(SM) Based Upon the S&P 500 Index(R) Due May 29,
2007 (the "Notes"). The payments due under 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 2,025,000 Notes in the principal amount of
$20,250,000 at 98% of the aggregate principal amount. The Closing Date shall be
November 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: Stock Market Upturn Notes(SM) Based Upon the
S&P 500 Index(R) Due May 29, 2007
Maturity: May 29, 2007
Maturity Payment: Holders of the Notes will be entitled to
receive at maturity the Maturity Payment
(as defined in the Prospectus Supplement
dated November 21, 2005 relating to the
Notes)
Interest Rate: The Notes do not bear interest. No payments
on the
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CFI SPX Upturn Notes Due 2007
Terms Agreement
Notes will be made until maturity
Initial Price To Public: 100% of the principal amount thereof, plus
accrued interest from November 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.
Michael S. Zuckert, Esq., is General Counsel, Finance and Capital
Markets of the Guarantor and legal 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 November 21, 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:
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CFI SPX Upturn Notes Due 2007
Terms Agreement
"We hereby accept your offer, set forth in the Terms Agreement, dated
November 21, 2005, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Richard T. Chang
-------------------------------
Name: Richard T. Chang
Title: 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
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CFI SPX Upturn Notes Due 2007
Terms Agreement