Exhibit 1.01
TERMS AGREEMENT
April 24, 2006
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 $17,000,000 aggregate principal amount of
its Principal-Protected Equity Linked Notes Based Upon the Nasdaq-100 Index(R)
Due October 29, 2009 (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 1,700,000 Notes for an amount equal to
$16,617,500 (97.75% of the aggregate principal amount). The Closing Date shall
be April 27, 2006 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 Nasdaq-100 Index(R) Due
October 29, 2009.
Maturity: October 29, 2009.
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 index return amount (as
defined in the Prospectus Supplement
dated April 24, 2006 relating to the
Notes).
Interest Rate The Notes do not bear interest. No
payments on the Notes will be made until
maturity
Initial Price To Public: 100% of the principal amount thereof
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 March 10, 2006 (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 April 24, 2006, 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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"We hereby accept your offer, set forth in the Terms Agreement, dated
April 24, 2006, 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: 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
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