EXHIBIT 1.01
TERMS AGREEMENT
September 24, 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 $45,000,000 aggregate
principal amount of its 7.0% Select EQUity Indexed NoteS(SM) based upon the
Class A Special common stock of Comcast Corporation due September 29, 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 4,500,000 SEQUINS in the principal amount of $43,650,000 at 97% of the
principal amount. The Closing Date shall be September 29, 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: 7.0% Select EQUity Indexed NoteS(SM) based
upon the Class A Special common stock of
Comcast Corporation due September 29,
2005
Maturity: September 29, 2005
Maturity Payment: Holders of the SEQUINS will be entitled
to receive at maturity the Maturity
Payment (as defined in the Prospectus
Supplement dated September 24, 2003
relating to the SEQUINS)
Interest Rate: 7.0% per annum
Interest Payment Dates: December 29, 2003, March 29, 2004,
June 29,
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2004, September 29, 2004, December 29,
2004, March 29, 2005, June 29, 2005 and
September 29, 2005
Regular Record Dates: December 22, 2003, March 22, 2004,
June 22, 2004, September 22, 2004,
December 22, 2004, March 22, 2005, June
22, 2005 and September 22, 2005
Initial Price To Public: 100% of the principal amount thereof,
plus accrued interest from September 29,
2003 to date of payment and delivery
Call Option: Beginning September 30, 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 13.0% 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
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form of Book-Entry Notes and shall be delivered on September 29, 2003
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 September 24, 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
September 24, 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
