EXHIBIT 1.01
TERMS AGREEMENT
October 28, 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 $340,000,000 aggregate
principal amount of its Enhanced Income Strategy(SM) Principal-Protected Notes
with Income and Appreciation Potential Linked to the Dynamic Portfolio Index(SM)
due November 4, 2008 (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 34,000,000 Notes in the principal amount
of $340,000,000 at 96.5% of the principal amount. The Closing Date shall be
November 4, 2003 at 9:00 a.m. at the offices of Cleary, Gottlieb, Xxxxx &
Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Notes shall have the following terms:
Title: Enhanced Income Strategy(SM) Principal-Protected Notes with
Income and Appreciation Potential Linked to the Dynamic
Portfolio Index(SM)
due November 4, 2008
Maturity: November 4, 2008
Maturity Payment: Holders of the Notes will be entitled to receive at maturity
the Maturity Payment (as defined in the Prospectus Supplement
to be dated October 29, 2003 relating to the Notes)
Interest Rate: The interest payable on the Notes will vary and may
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be zero. The interest on the Notes for any quarter will
depend on the allocation of the Dynamic Portfolio Index to
the Income 10 Buy-Write Index portfolio and on the notional
income on the Income 10 Buy-Write Index (as described in
"Description of the Notes--Interest" in the Prospectus
Supplement to be dated October 29, 2003 relating to the
Notes). If the amount of the Dynamic Portfolio Index
allocated to the Income 10 Buy-Write Index portfolio falls to
zero at any time during the term of the Notes, no interest
will be paid for the remaining term of the Notes.
Interest Payment February 4, 2004, May 4, 2004, August 4, 2004, November 4,
Dates: 2004, February 4, 2005, May 4, 2005, August 4, 2005, November
4, 2005, February 4, 2006, May 4, 2006, August 4, 2006,
November 4, 2006, February 4, 2007, May 4, 2007, August 4,
2007, November 4, 2007, February 4, 2008, May 4, 2008,
August 4, 2008, and November 4, 2008.
Regular Record January 28, 2004, April 28, 2004, July 28, 2004, October 28,
Dates: 2004, January 28, 2005, April 28, 2005, July 28, 2005,
October 28, 2005, January 28, 2006, April 28 , 2006,
July 28, 2006, October 28, 2006, January 28, 2007, April 28,
2007, July 28, 2007, October 28, 2007, January 28, 2008,
April 28, 2008, July 28, 2008 and October 28, 2008.
Initial Price To 100% of the principal amount thereof, plus accrued interest
Public: from November 4, 2003 to date of payment and delivery
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
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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 4, 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 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 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.
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Please accept this offer no later than 9:00 p.m. on October 28, 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
October 28, 2003, 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/ Xxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
and Treasurer