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Exhibit 1.01
TERMS AGREEMENT
December 19, 2005
Citigroup Inc.
399 Park Avenue
New York, New York 10043
Attention: Treasurer
Ladies and Gentlemen:
We understand
that Citigroup Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $2,000,000,000
aggregate principal amount of its debt
securities (the "Securities"). Subject to
the terms and conditions set forth
herein or incorporated by reference herein,
we, Citigroup Global Markets Inc.,
Barclays Capital Inc., Bear Stearns &
Co. Inc., Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith
Incorporated, Guzman & Company, Lehman Brothers
Inc., Samuel A. Ramirez & Co., Inc.,
UBS Securities LLC, and The Williams
Capital Group, L.P. as underwriters (the
"Underwriters"), offer to purchase,
severally and not jointly, the principal
amount of the Securities set forth
opposite our respective names on the list
attached as Annex A hereto at 99.825%
of the principal amount thereof, plus
accrued interest, if any, from the date of
issuance. The Closing Date shall be
December 27, 2005, at 8:30 A.M. The closing
shall take place at the Corporate Law
offices of the Company located at 425 Park
Avenue, New York, New York 10043.
The Securities
shall have the following terms:
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Title: ..................................
Floating Rate
Senior Notes Due 2008
Maturity: ...............................
December 26,
2008
Interest Rate: ..........................
Three-month
LIBOR (Telerate) plus
0.04%, determined as set forth in
the Prospectus Supplement, dated
December 19, 2005, to the
Prospectus, dated September 2, 2004
Interest Payment Dates: .................
Quarterly on the
27th of March,
June, September and December,
commencing March 27, 2006
Initial Price to Public: ................
100% of the
principal amount
thereof, plus accrued interest from
December 27, 2005
Redemption Provisions: ..................
The Securities
are not redeemable by
the Company prior to maturity,
except upon the occurrence of
certain events involving United
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States taxation, as set forth in the
Prospectus Supplement, dated
December
19, 2005, to the
Prospectus, dated September 2, 2004
Record Date: ............................
The business day
preceding each
Interest Payment Date
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Additional Terms:
The Securities
shall be issuable as Registered Securities only. The
Securities will be initially represented by
one or more global Securities
registered in the name of The Depository
Trust Company ("DTC") or its nominees,
as described in the Prospectus Supplement
relating to the Securities. Beneficial
interests in the Securities will be shown
on, and transfers thereof will be
effected only through, records maintained
by DTC, Euroclear Bank S.A./N.V., as
operator of the Euroclear System, and
Clearstream International and their
respective participants. Owners of
beneficial interests in the Securities will
be entitled to physical delivery of
Securities in certificated form only under
the limited circumstances described in the
Prospectus Supplement. Principal and
interest on the Securities shall be payable
in United States dollars. The
provisions of Sections 11.03 and 11.04 of
the Indenture relating to defeasance
shall apply to the Securities.
All the
provisions contained in the document entitled "Primerica
Corporation -- Debt Securities --
Underwriting Agreement -- Basic Provisions"
and dated January 12, 1993 (the "Basic
Provisions"), a copy of which you have
previously received, are, except as
indicated below, 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.
Basic Provisions
varied with respect to this Terms Agreement:
(a) all
references to Primerica Corporation shall refer to Citigroup
Inc.;
(b) in the
second line of Section 2(a), delete "33-55542), including a
prospectus" and insert in lieu thereof
"333-117615), including a prospectus" and
any reference in the Basic Provisions to
the "Registration Statement" shall be
deemed to be a reference to such
registration statement on Form S-3;
(c) in Section
2, insert the following:
(d) As of 3:45pm
(Eastern Time) on December 19, 2005, the prospectus dated
September 2, 2004 relating to the
Registration Statement, including the
documents incorporated by reference
therein, considered together with the price
to public, underwriting discount and
delivery date on the front cover of the
Prospectus Supplement and the statements
under the heading "Description of
Notes" in the Prospectus Supplement (except
as to the financial statements or
other data of a financial or statistical
nature contained therein, as to which
no opinion is expressed), did not contain
any untrue statement of a material
fact or did not omit to state any material
fact necessary in order to make the
statements therein, in the light of
circumstances under which they were made,
not misleading. The preceding sentence does
not apply to statements in or
omissions from the foregoing documents
based upon and in conformity with written
information furnished to the Company by any
Underwriter through the
Representatives specifically for use
therein.
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(d) in the
fourth line of the third paragraph of Section 3, delete the
phrase "certified or official bank check or
checks in New York Clearing House
(next day)" and insert in lieu thereof
"wire transfer of federal or other same
day";
(e) in the
fourteenth line of the third paragraph of Section 3, delete the
word "definitive" and insert in lieu
thereof "global";
(f) in the
fourth line of the fifth paragraph of Section 3, delete the
phrase "certified or official bank check in
New York Clearing House (next day)"
and insert in lieu thereof "wire transfer
of federal or other same day";
(g) in Section
4, insert the following:
(k) The Company will prepare a final term sheet, containing solely
a
description of
the final terms of the Securities and the offering thereof,
in a form
approved by the Representatives and will file such term sheet
pursuant to Rule
433(d) under the Act within the time required by such
Rule.
(l) The Company agrees that, unless it has obtained or will obtain,
as
the case may be,
the prior written consent of the Representatives, and each
Underwriter,
severally and not jointly, agrees with the Company that,
unless it has
obtained or will obtain, as the case may be, the prior
written consent
of the Company, it has not made and will not make any offer
relating to the
Securities that would constitute an "issuer free writing
prospectus" (as
defined in Rule 433 under the Act) or that would otherwise
constitute a
"free writing prospectus" (as defined in Rule 405 under the
Act) required to
be filed by the Company with the Commission or retained by
the Company
under Rule 433 under the Act, other than the final term sheet
prepared and
filed pursuant to Section 4(k) hereto.;
(h) delete the
text of Section 5(c) (including subsections (i) through
(viii)) and Section 5(d) (including
subsections (i) through (iii)) and insert in
lieu thereof the following:
(c) The Company shall have furnished to you the opinion of counsel
of
the Company,
dated the Closing Date and addressed to the Representatives,
to the effect
set forth in Annex B hereto.
(d) Reserved.
(i) in the
eighth line of Section 5(f), insert ", any "issuer free writing
prospectus" (as defined in Rule 433 under
the Act)," between "Prospectus" and
"and this Agreement";
(j) in Section
5(f), delete subsection (iii) in its entirety and insert in
lieu thereof "Reserved";
(k) in the ninth
line of Section 6(a), delete "such registration statement
when it became effective, or in the
Registration Statement" and insert in lieu
thereof "the Registration Statement";
(l) in the
eleventh line of Section 6(a), insert "or any "issuer free
writing prospectus" (as defined in Rule 433
under the Act) or the information
contained in the final term sheet required
to be prepared and filed pursuant to
Section 4(k) hereto" between "Prospectus,"
and "or any";
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(m) in the
eighth line of Section 6(b), delete "in any part of such
registration statement when it became
effective, or in the Registration
Statement" and insert in lieu thereof "the
Registration Statement";
(n) in the
eleventh line of Section 6(b), insert "or any "issuer free
writing prospectus" (as defined in Rule 433
under the Act) or the information
contained in the final term sheet required
to be prepared and filed pursuant to
Section 4(k) hereto" between "Prospectus,"
and "or any"; and
(o) in the sixth
line of Section 10, delete "65 East 55th Street, New York,
New York 10022" and insert in lieu thereof
"399 Park Avenue, New York, New York
10043".
The Company
agrees to use its best efforts to have the Securities approved
for listing on the Luxembourg Stock
Exchange and to maintain such listing so
long as any of the Securities are
outstanding, provided, however that:
(a) if it is
impracticable or unduly burdensome, in the good faith
determination of the Company, to maintain
such listing due to changes in listing
requirements occurring after the date of
the Prospectus Supplement, or
(b) if the
Transparency Directive (as defined in the Prospectus
Supplement)
is implemented in Luxembourg in a manner
that would require the Company to
publish financial information according to
accounting principles or standards
that are materially different from United
States generally accepted accounting
principles,
the Company may de-list the Securities from
the Luxembourg Stock Exchange and
shall use its reasonable best efforts to
obtain an alternative admission to
listing, trading and/or quotation of the
Securities by another listing
authority, exchange or system within or
outside the European Union
