EXHIBIT 1.01
TERMS AGREEMENT
January 31, 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 $16,500,000 aggregate
principal amount of its Stock Market Upturn Notes? (1,650,000 notes) Based Upon
the Dow Xxxxx Industrial Average? Due November 3, 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 1,650,000
Notes in the principal amount of $16,500,000 at 98.25% of the aggregate
principal amount. The Closing Date shall be February 3, 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? Based Upon the Dow Xxxxx
Industrial Average? Due November 3, 2006
Maturity: November 3, 2006
Maturity Payment: Holders of the Notes will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement dated January 31, 2005
relating to the Notes)
Interest Rate: Not Applicable
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Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from February 3, 2005 to date of payment
and 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 February
3, 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
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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
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 January 31, 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
January 31, 2005, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxxxxxx
---------------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Executive Vice President and Treasurer
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