Exhibit 1.01
TERMS AGREEMENT
May 24, 2005
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 $38,000,000
aggregate principal amount of its 7.25% Select EQUity Indexed
NoteS SM Based Upon the Common Stock of
Altria Group, Inc. Due June 1, 2006 (the “SEQUINS”).
Subject to the terms and conditions set forth herein or
incorporated by reference herein, Citigroup Global Markets Inc.
(the “Underwriter”) offers to purchase 3,800,000
SEQUINS in the principal amount of $10 at 97.5% of the aggregate
principal amount. The Closing Date shall be May 27, 2005 at 9:00
a.m. at the offices of Cleary Gottlieb Steen & Hamilton LLP,
One Liberty Plaza, New York, New York 10006.
The SEQUINS shall have the following
terms:
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Title:
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7.25% Select
EQUity Indexed NoteS SM Based Upon the Common Stock of
Altria Group, Inc. Due June 1, 2006
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Maturity:
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June 1,
2006
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Maturity
Payment:
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Holders of the
SEQUINS will be entitled to receive at maturity the Maturity
Payment (as defined in the Prospectus Supplement dated May 24, 2005
relating to the SEQUINS)
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Interest
Rate:
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7.25% per
annum
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1
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Interest
Payment Dates:
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The 1st day of
each March, June, September and December, or the immediately next
Business Day, commencing on September 1, 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 May 27, 2005
to date of payment and delivery.
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Call
Option:
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Beginning
November 27, 2005, the Company may call the SEQUINS in whole, and
not in part, for cash in an amount that, together with all other
payments made on the SEQUINS from the date of issuance to and
including the call date, will provide a yield to call of 12% per
annum (compounded annually)
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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 Smit
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