EXHIBIT 1.01
TERMS AGREEMENT
January 26, 2004
Citigroup Global Markets Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $52,500,000 aggregate
principal amount of its 7% Select EQUity Indexed NoteS(SM) based upon the common
stock of Applied Materials, Inc. due January 30, 2006 (the "SEQUINS"). Subject
to the terms and conditions set forth herein or incorporated by reference
herein, Citigroup Global Markets Inc. (the "Underwriter") offers to purchase
5,250,000 SEQUINS in the principal amount of $10 at 97% of the principal amount.
The Closing Date shall be January 29, 2004 at 9:00 a.m. at the offices of
Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The SEQUINS shall have the following terms:
Title: 7% Select EQUity Indexed NoteS(SM) based upon the
common stock of Applied Materials, Inc. due January
30, 2006
Maturity: January 30, 2006
Maturity Payment: Holders of the SEQUINS will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement dated January 26, 2004 relating
to the SEQUINS)
Interest Rate: 7% per annum
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Interest Payment Dates: April 30, 2004, July 30, 2004, October 30, 2004,
January 30, 2005, April 30, 2005, July 30, 2005,
October 30, 2005 and January 30, 2006.
Regular Record Dates: April 23, 2004, July 23, 2004, October 25, 2004,
January 24, 2005, April 25, 2005, July 25, 2005,
October 24, 2005 and January 23, 2006.
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from January 29, 2004 to date of payment and
delivery
Call Option: Beginning January 31, 2005, the Company may call the
SEQUINS in whole, and not in part, for cash in an
amount that, together with all other payments made on
the SEQUINS from the date of issuance to and
including the call date, will provide a yield to call
of 12% per annum (compounded annually)
Trustee: The Bank of New York
Indenture: Indenture, dated as of October 27, 1993, as amended
from time to time
All the provisions contained in the document entitled "Xxxxxxx Xxxxx
Xxxxxx Holdings Inc. -- Debt Securities -- Underwriting Agreement Basic
Provisions" and dated December 1, 1997 (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 "Xxxxxxx Xxxxx Barney Holdings Inc." in the Basic
Provisions shall refer to the Company.
(B) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the
Securities will be in the
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form of Book-Entry Notes and shall be delivered on January 29, 2004
against payment of the purchase price to the Company by wire transfer
in immediately available funds to such accounts with such financial
institutions as the Company may direct.
(C) Paragraph 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Citigroup Global
Markets Inc., offer, sell, contract to offer or sell or otherwise
dispose of any securities, including any backup undertaking for such
securities, of the Company, in each case that are substantially similar
to the Securities or any security convertible into or exchangeable for
the SEQUINS or such substantially similar securities, during the period
beginning the date of the Terms Agreement and ending the Closing Date."
(D) Paragraph 5(g) of the Basic Provisions shall be amended and restated as
follows: "You shall have received on the Closing Date letters from
PricewaterhouseCoopers LLP and KPMG LLP covering the matters set forth
in Exhibit II hereto, with respect to the Registration Statement and
the Prospectus at the time of the Terms Agreement."
The Underwriter hereby agrees in connection with the underwriting of
the Securities 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.
Xxxxxxx Xxxxxxx, Esq., is counsel to the Company. Cleary, Gottlieb,
Xxxxx & Xxxxxxxx is counsel to the Underwriter. Cleary, Gottlieb, Xxxxx &
Xxxxxxxx is special tax counsel to the Company.
Please accept this offer no later than 9:00 p.m. on January 26, 2004,
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
January 26, 2004, to purchase the SEQUINS on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and Treasurer
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