EXHIBIT 1.01
TERMS AGREEMENT
June 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 $82,000,000 aggregate
principal amount of its 2% Principal-Protected Equity Linked Notes Based Upon
the Nasdaq-100 Index Due September 28, 2009 (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 8,200,000 Notes in
the principal amount of $79,130,000 at 96.5% of the principal amount. The
Closing Date shall be June 28, 2004 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: 2% Principal-Protected Equity Linked Notes Based
Upon the Nasdaq-100 Index Due September 28, 2009
Maturity: September 28, 2009
Interest: The Notes bear interest at the rate of 2% per annum.
Maturity Payment: Holders of the Notes will receive at maturity, for
each $10 principal amount of Notes such holders
hold, a payment equal to the sum of $10 and an
interest distribution amount (as described in the
Prospectus Supplement dated June 23, 2004
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relating to the Notes).
Interest Payment Dates: The 28th day of each March and September, or
the immediately next Business Day, commencing
on September 28, 2004.
Regular Record Dates: The fifth Business Day preceding each interest
payment date.
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from June 28, 2004 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
Barney 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 Xxxxxx 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 June
28, 2004 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.
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(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."
(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. 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 June 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
June 23, 2004, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
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