EXHIBIT 1.01
TERMS AGREEMENT
July 25, 2003
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 $37,000,000 aggregate
principal amount of its 8.0% Select EQUity Indexed NoteS(SM) based upon the
common stock of Texas Instruments Incorporated due July 25, 2005 (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 3,700,000 SEQUINS in the principal amount of $35,890,000 at 97% of the
principal amount. The Closing Date shall be July 30, 2003 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: 8.0% Select EQUity Indexed NoteS(SM) based
upon the common stock of Texas Instruments
Incorporated due July 25, 2005
Maturity: July 25, 2005
Maturity Payment: Holders of the SEQUINS will be entitled to
receive at maturity the Maturity Payment (as
defined in the Prospectus Supplement dated
July 25, 2003 relating to the SEQUINS)
Interest Rate: 8.0% per annum
Interest Payment Dates: October 25, 2003, January 25, 2004, April 25,
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2004, July 25, 2004, October 25, 2004,
January 25, 2005, April 25, 2005 and July
25, 2005
Regular Record Dates: October 18, 2003, January 19, 2004, April
19, 2004, July 19, 2004, October 18, 2004,
January 18, 2005, April 18, 2005 and July
18, 2005
Initial Price To Public: 100% of the principal amount thereof, plus
accrued interest from July 30, 2003 to date
of payment and delivery
Call Option: Beginning August 2, 2004, 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 14.0%
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 form of Book-Entry Notes and shall be
delivered on July 30, 2003 against payment of the purchase price to the
Company by wire transfer in immediately
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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 July 25, 2003, 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 25, 2003, to purchase the SEQUINS 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
