Exhibit 1.01
TERMS AGREEMENT
July 23, 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 $310,000,000 aggregate
principal amount of its Enhanced Income Strategy(SM) Principal-Protected Notes
with Income and Appreciation Potential Linked to the 2004-3 Dynamic Portfolio
Index(SM) due February 26, 2010 (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 31,000,000 Notes in
the principal amount of $299,150,000 at 96.5% of the principal amount. The
Closing Date shall be July 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: Enhanced Income Strategy(SM)
Principal-Protected Notes with Income and Appreciation
Potential Linked to the 2004-3 Dynamic Portfolio
Index(SM) due February 26, 2010
Maturity: February 26, 2010
Maturity Payment: Holders of the Notes will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement to be dated July 23, 2004
relating to the Notes)
Interest Rate: The interest payable on the Notes will vary and may
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be zero. The interest on the Notes for any quarter
will depend on the allocation of the 2004-3 Dynamic
Portfolio Index to the 2004-1 Income 10 Buy-Write
Index portfolio and on the notional income on the
2004-1 Income 10 Buy-Write Index (as described in
"Description of the Notes -- Interest" in the
Prospectus Supplement to be dated July 23, 2004
relating to the Notes). If the amount of the 2004-3
Dynamic Portfolio Index allocated to the 2004-1 Income
10 Buy-Write Index portfolio falls to zero at any time
during the term of the Notes, no interest will be paid
for the remaining term of the Notes.
Interest Payment Dates: August 26, 2004, November 26, 2004, February 26, 2005,
May 26, 2005, August 26, 2005, November 26, 2005,
February 26, 2006, May 26, 2006, August 26, 2006,
November 26, 2006, February 26, 2007, May 26, 2007,
August 26, 2007, November 26, 2007, February 26, 2008,
May 26, 2008, August 26, 2008, November 26, 2008,
February 26, 2009, May 26, 2009, August 26, 2009,
November 26, 2009, February 26, 2010.
Regular Record Dates: August 19, 2004, November 19, 2004, February 19, 2005,
May 19, 2005, August 19, 2005, November 19, 2005,
February 19, 2006, May 19, 2006, August 19, 2006,
November 19, 2006, February 19, 2007, May 19, 2007,
August 19, 2007, November 19, 2007, February 19, 2008,
May 19, 2008, August 19, 2008, November 19, 2008,
February 19, 2009, May 19, 2009, August 19, 2009,
November 19, 2009, February 19, 2010.
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from July 29, 2004 to date of payment and
delivery
Trustee: The Bank of New York
Indenture: Indenture, dated as of October 27, 1993, as
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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 form of Book-Entry Notes and shall be delivered
on July 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 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
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.
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Xxxxxx X. Xxxxxx, 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 July 23, 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 July
23, 2004, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
