Exhibit 1.01
TERMS AGREEMENT
March 23, 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 $88,000,000 aggregate
principal amount of its Index LeAding StockmarkEt Return Securities (Index
LASERS?) Based Upon the Dow Xxxxx Industrial Average Due March 26, 2008 (the
"Index LASERS"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, Citigroup Global Markets Inc. (the
"Underwriter") offers to purchase 8,800,000 Index LASERS in the principal amount
of $ 88,000,000 at 96.5% of the principal amount. The Closing Date shall be
March 26, 2004 at 9:00 a.m. at the offices of Cleary, Gottlieb, Xxxxx &
Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Index LASERS shall have the following terms:
Title: Index LeAding StockmarkEt Return Securities (Index
LASERS(SM)) Based Upon the Dow Xxxxx Industrial
Average Due March 26, 2008
Maturity: March 26, 2008
Maturity Payment: Holders of the Index LASERS will be entitled to
receive at maturity the Maturity Payment (as defined
in the Prospectus Supplement dated March 23, 2004
relating to the Index LASERS)
Interest Rate: Not Applicable
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Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from March 26, 2004 to date of payment and
delivery
Redemption Provisions: The Index LASERS 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
Barney 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 Xxxxxx 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 March 26, 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 Index LASERS or such substantially similar securities, during the
period beginning the date of the Terms Agreement and ending the Closing
Date."
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(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.
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 March 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
March 23, 2004, to purchase the Index LASERS 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
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and Treasurer
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