EXHIBIT 1.01
TERMS AGREEMENT
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 $22,750,000
aggregate principal amount of its 2.5% Principal-Protected Equity
Linked Notes Based Upon the Dow Jones Global Titans 50 Index
SM
Due October 28, 2010
(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 2,275,000 Notes in the principal amount
of $21,953,750 at 96.5% of the aggregate principal amount. The
Closing Date shall be April 28, 2005 at 9:00 a.m. at the offices of
Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New
York, New York 10006.
The Notes shall have the following
terms:
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Title:
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2.5%
Principal-Protected Equity Linked Notes Based Upon the Dow Jones
Global Titans 50 IndexSM Due October 28, 2010
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Maturity:
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October 28,
2010
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Interest:
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The Notes bear
interest at the rate of 2.5% per annum. We will pay interest in
cash quarterly on the 28th day of each April, July, October and
January, or the immediately next Business Day, commencing on July
28, 2005.
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Maturity Payment:
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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 defined in the Prospectus
Supplement dated April 25, 2005 relating to the Notes).
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1
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Interest Payment Dates:
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The 28th day of
each April, July, October and January, or the immediately next
Business Day, commencing on July 28, 2005.
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Regular Record
Dates:
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The fifth
Business Day preceding each interest payment date.
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Initial Price
To Public:
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100% of the
principal amount thereof, plus accrued interest from April 28, 2005
to date of payment and delivery.
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Redemption Provisions:
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The Notes are
not redeemable by the Company prior to maturity.
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Trustee:
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The Bank of New
York.
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Indenture:
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Indenture,
dated as of October 27, 1993, as amended from time to
time.
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All the provisions
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