EX-1.01 2 y15225exv1w01.txt TERMS AGREEMENT 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 1 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: 2 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 3 CFI SPX Upturn Notes Due 2007 Terms Agreement