EXHIBIT 1.01
TERMS AGREEMENT
November 23, 2004
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 $52,500,000 aggregate
principal amount of its Premium MAndatory Callable Equity-Linked SecuRitieS
(PACERSSM) Based Upon the Common Stock of JPMorgan Chase & Co. Due November 30,
2007 ($10 Initial Principal Amount per PACERS) (the "PACERS"). Subject to the
terms and conditions set forth herein or incorporated by reference herein,
Citigroup Global Markets Inc. (the "Underwriter") offers to purchase 5,250,000
PACERS in the principal amount of $50,925,000 at 97% of the aggregate principal
amount. The Closing Date shall be November 29, 2004 at 9:00 a.m. at the offices
of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
The PACERS shall have the following terms:
Title: Premium MAndatory Callable Equity-Linked
SecuRitieS (PACERS(SM)) Based Upon the Common
Stock of JPMorgan Chase & Co. Due November 30,
2007
Maturity: November 30, 2007
Maturity Payment: Holders of the PACERS will be entitled to receive
at maturity the Maturity Payment (as defined in
the Prospectus Supplement dated November 23, 2004
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relating to the PACERS)
Interest Rate: The PACERS do not bear interest. No Payments on
the PACERS will be made until maturity unless the
Company is required to call the PACERS (as
described below)
Initial Price To Public: 100% of the principal amount thereof
Mandatory Call Feature: The Company is required to call the PACERS, in
whole, but not in part, if the trading price of
JPMorgan Chase common stock at the close of
trading on any trading day during the three
trading-day periods starting on and including
November 25, 2005, November 24, 2006 or November
23, 2007 is greater than or equal to the Initial
Share Price of $37.56
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 November 29, 2004 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 PACERS
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
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.
Xxxxxx X. Xxxxxx, 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 November 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
November 23, 2004, to purchase the PACERS on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxx Xxxxx
---------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Executive Vice President
and Treasurer
