Exhibit 1.01
TERMS AGREEMENT
May 24, 2005
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 $15,500,000 aggregate
principal amount of its Stock Market Upturn Notes? (1,550,000 notes) Based Upon
the Dow Xxxxx Industrial Average? Due November 29, 2006 (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
1,550,000 Notes in the principal amount of $15,500,000 at 98.25% of the
aggregate principal amount. The Closing Date shall be May 27, 2005 at 9:00 a.m.
at the offices of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
The Notes shall have the following terms:
Title: Stock Market Upturn Notes(SM) Based Upon the Dow
Xxxxx Industrial Average(SM) Due November 29, 2006
Maturity: November 29, 2006
Maturity Payment: Holders of the Notes will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement dated May 24, 2005 relating
to the Notes)
Interest Rate: Not Applicable
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from May 27, 2005 to date of payment and
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Exhibit 1.01
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 Book-Entry Notes and shall be delivered on May
27, 2005 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."
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Exhibit 1.01
(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.
Xxxxxx X. Xxxxxx, Esq., is counsel to the Company. Xxxxxx Xxxxxxxx
Xxxxx & Xxxxxxxx LLP is counsel to the Underwriter. Xxxxxx Xxxxxxxx Xxxxx &
Xxxxxxxx LLP is special tax counsel to the Company.
Please accept this offer no later than 9:00 p.m. on May 24, 2005, 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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Exhibit 1.01
"We hereby accept your offer, set forth in the Terms Agreement, dated
May 24, 2005, 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/ Xxxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
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