EXHIBIT 1.01
TERMS AGREEMENT
April 24, 2003
Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attention: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $15,000,000 aggregate
principal amount of its Stock Market Upturn Notes(SM) (1,500,000 Notes) based
upon the Dow Jones Industrial Average(SM) due April 29, 2005 (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 1,500,000 Notes in the principal amount of $15,000,000 at 97% of the
principal amount. The Closing Date shall be April 29, 2003 at 9:00 a.m. at the
offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York,
New York 10006.
The Notes shall have the following terms:
Title: 1,500,000 2% Stock Market Upturn Notes(SM) Based
Upon the Dow Jones Industrial Average(SM) due April
29, 2005
Maturity: April 29, 2005
Maturity Payment: Holders of the Notes will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement dated April 24, 2003
relating to the Notes)
Interest Rate: 2%
Interest Payment Dates: July 29, 2003, October 29, 2003, January 29, 2004,
April 29, 2004, July 29, 2004, October 29, 2004,
January 29, 2005 and April 29, 2005.
Regular Record Dates: July 28, 2003, October 28, 2003, January 28, 2004,
April 28, 2004, July 28, 2004, October 28, 2004,
January 28, 2005 and April 28, 2005.
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from April 29, 2003 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 "Salomon Smith
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) 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 April 29, 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.
(B) 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."
(C) 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.
Marcy Engel, Esq., is counsel to the Company. Cleary, Gottlieb, Steen &
Hamilton is counsel to the Underwriter. Cleary, Gottlieb, Steen & Hamilton is
special tax counsel to the Company.
Please accept this offer no later than 9:00 p.m. on April 24, 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:
"We hereby accept your offer, set forth in the Terms Agreement, dated
April 24, 2003, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Ramesh K. Menon
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Name: Ramesh K. Menon
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Mark Kleinman
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Name: Mark Kleinman
Title: Executive Vice President and Treasurer