Exhibit 1.01
TERMS AGREEMENT
April 26, 2004
Citigroup Global Markets Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $63,000,000 aggregate
principal amount of its 1.5% Principal-Protected Equity Linked Notes Based Upon
the Dow Xxxxx Global Titans 50 Index(SM) Due October 29, 2009 (the "Notes").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, Citigroup Global Markets Inc. (the "Underwriter") offers to
purchase 6,300,000 Notes in the principal amount of $63,000,000 at 96.5% of the
principal amount. The Closing Date shall be April 29, 2004 at 9:00 a.m. at the
offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
The Notes shall have the following terms:
Title: 1.5% Principal-Protected Equity Linked Notes
Based Upon the Dow Xxxxx Global Titans 50
Index(SM) Due October 29, 2009
Maturity: October 29, 2009
Interest: The Notes bear interest at the rate of 1.5 % per
annum. We will pay interest in cash semi-annually
on the 29th day of each April and October, or the
immediately next Business Day, commencing on
October 29, 2004.
Maturity Payment: Holders of the Notes will receive at maturity,
for each $10 principal amount of Notes such
holders
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hold, a payment equal to the sum of $10 and an
interest distribution amount (as described in the
Prospectus Supplement dated April 26, 2004
relating to the Notes).
Interest Payment Dates: The 29th day of each April and October, or the
immediately next Business Day, commencing on
October 29, 2004.
Regular Record Dates: The fifth Business Day preceding each interest
payment date.
Initial Price To Public: 100% of the principal amount thereof, plus
accrued interest from April 29, 2004 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 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 Notes
will be in the form of
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Book-Entry Notes and shall be delivered on April 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 Notes
or any security convertible into or exchangeable for the Notes 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 a letter from 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
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.
Xxxxxxx X. Xxxx, 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 April 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
April 26, 2004, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
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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