EXHIBIT 1.01
TERMS AGREEMENT
April 26, 2004
Citigroup Global Markets Holdings Inc.
388 Greenwich Street
New York, New York 10013
Attn: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $89,500,000 aggregate
principal amount of its Principal-Protected Equity Linked Notes Based Upon the
S&P 500(R) Index Due October 29, 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 8,950,000 Notes in
the principal amount of $89,500,000 at 96.5 % of the principal amount. The
Closing Date shall be April 29, 2004 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: Principal-Protected Equity Linked Notes Based
Upon the S&P 500(R)Index (8,950,000 Notes) Due
October 29, 2009
Maturity: October 29, 2009
Coupon: The Notes bear interest at the rate of 1.5 % per
annum. We will pay interest in cash semi-annually
on each 29th day of each April and October, or
the immediately next Business Day, commencing on
October 29, 2004.
Maturity Payment: Holders of the Notes will receive at
maturity, for each $10 principal amount of Notes
such holders
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hold, a payment equal to the sum of $10 and an
interest distribution amount (as described in the
Prospectus Supplement dated April 26, 2004
relating to the Notes).
Interest Payment Dates: The 29th day of each April and
October, or the immediately next Business Day,
commencing on October 29, 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 April 29, 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 "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) All references to "Salomon Smith 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 March
30, 2004 against payment of the purchase price to the Company by wire
transfer in immediately available
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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 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.
Bradley J. Gans, 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 26, 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
April 26, 2004, to purchase the Notes on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Ramesh K. Menon
--------------------------------
Name: Ramesh K. Menon
Title: Managing Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Mark I. Kleinman
--------------------------------
Name: Mark I. Kleinman
Title: Executive Vice President
and Treasurer
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