Exhibit 1.01
TERMS AGREEMENT
April 25, 2005
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 $85,000,000
aggregate principal amount of its Principal-Protected Notes Based
Upon a Group of Asian Currencies Due April 28, 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 8,500,000 Notes in the principal amount of $82,450,000 at
97% 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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Principal-Protected Notes Based Upon a Group of
Asian Currencies Due April 28, 2008
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Maturity:
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April 28,
2008
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Interest:
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The Notes do
not bear interest.
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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 a
supplemental return amount (as described in the Prospectus
Supplement dated April 25, 2005 relating to the Notes).
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CGMH ASIAN CURRENCIES PPN Due April 28, 2008
Terms Agreement
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1
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Initial Price To Public:
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100% of the
principal amount thereof.
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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 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
