How Do Treasury Dealers Manage Their Positions? As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 filed by Amc Entertainment Inc on March 4th, 2016 You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of each Buy Side Advisor and/or its affiliates? ), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. WebThe firm's central office is at 388 Greenwich Street, New York, New York 10013. Webor from Citigroup Global Markets Inc., Options Department, 390 Greenwich Street, New York, NY 10013. In December 2007, 388 Greenwich Street and 390 Greenwich Street were sold by Citigroup in order to reduce real estate exposure on its balance sheet. WebCompany: Citigroup Global Markets, Inc. Headquarter: 390 Greenwich Street, 2nd Floor, Company: City Credit Capital (UK) Ltd (CCC) Headquarter: Tower 42, 25 Old Broad Street London EC2N 1HQ, United Kingdom; Firewood Global Discussion . ?executed,? The complex was acquired by a joint venture consisting of SL Green Realty and SITQ for US$1.58 billion. respective commitments hereunder to a group of banks, financial institutions and other institutional lenders and investors (together with the Initial Lenders, the ?Lenders?) DELAWARE : 333-209768-05 : 38-7192758 (State or Other Jurisdiction of. The Borrower and the Guarantors shall have executed definitive Credit Facilities Documentation relating to the Incremental Term Loan Facility, including without limitation, the Incremental Amendment (as defined in the Credit Agreement), guarantees, security agreements, pledge agreements, and other related definitive documents, which shall be consistent with the terms set forth in this Commitment Letter (as may be modified by the market flex provisions of the Fee Letter) and the Credit Agreement and subject to the Certain Funds Provisions and otherwise reasonably satisfactory to the Commitment Parties and the Borrower. WebCITIGROUP GLOBAL MARKETS INC. branch. You also acknowledge that none of the Commitment Parties or their affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons. This notice is given in accordance with the requirements of the PATRIOT Act and the Beneficial Ownership Regulation and is effective for each of us and the Lenders. You have advised Citi (as defined below), Morgan Stanley Senior Funding, Inc. The Lead Arrangers reserve the right, prior to or after the Closing Date (as defined below), to syndicate all or a portion of the Initial Lenders? Amounts borrowed under the Incremental Term Loan Facility that are repaid or prepaid may not be reborrowed. (?JPM? Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales Re: Notice Seeking Public Comment on EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. In connection with the foregoing, it is intended that: Pursuant to the Agreement and Plan of Merger dated January31, 2021 (together with all exhibits, schedules, and disclosure letters thereto and as the same may be amended, restated or otherwise modified from time to time, collectively, the ?Merger Agreement?) [Remainder of this page intentionally left blank]. (c) Limitation of Liability. WebCiti, the leading global bank, serves more than 200 million customer accounts and does business in more than 160 countries and jurisdictions. If you advise us in writing (including by email), within a reasonable period of time prior to dissemination, that any of the foregoing should be distributed only to Private Siders, then Public Siders will not receive such materials without your consent. WebCITIGROUP GLOBAL MARKETS INC. was registered on Sep 25, 1998 as a stock type company located at 388 GREENWICH STREET, NEW YORK, NY 10013 . Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. Promptly following the execution of this Commitment Letter and Fee Letter, the parties hereto shall proceed with the negotiation in good faith of the Credit Facilities Documentation for purposes of executing and delivering the Credit Facilities Documentation substantially simultaneously with the consummation of the Acquisition. This paragraph, and the provisions herein, shall be referred to as the ?Certain Funds Provisions?. in Exhibit B hereto are satisfied (it being understood that (x)no security interest in any Collateral shall constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company and (y), with respect to security to be provided by the Company and any restricted subsidiary of the Company that is required to become a Guarantor, the provision of such security shall not constitute a condition precedent to the availability of the Incremental Term Loan Facility on the Closing Date other than any Collateral the security interest in which may be perfected, to the extent certificated, by the delivery of stock certificates representing stock of the Company). Learn more today. You hereby acknowledge that (a)the Lead Arrangers will make available Information (as defined below), Projections and other offering and marketing material and presentations, including confidential information memoranda to be used in connection with the syndication of the Incremental Term Loan Facility in a form customarily delivered in connection with senior secured bank financings (the ?Information Memorandum?) (the ?Company?). subsidiaries as of and for each subsequent fiscal quarter (other than the fourth fiscal quarter of Parent?s fiscal year) ended at least 45 days before the Closing Date (it being understood that the Lead Arrangers acknowledges receipt of such unaudited consolidated financial statements in respect of the fiscal quarters ending March31, 2020, June30, 2020 and September30, 2020). Michael J, Federal Reserve Establishes Special Commercial Paper Backstop and Primary Dealer Funding Facilities, Summary of U.S. Financial Sector Initiatives Responding to COVID-19 Update of March 24, 2020 at 8:00 Am, FOMC, March 17, 2020 Press Release Establishment of a Primary Dealer Credit Facility (PDCF) to Support the Credit Needs Of, Danmarks Nationalbank 2 New Primary Dealer Model Continues in 2018, The Shadow Price of Intermediary Constraints, Ubs Financial Interest Summary Disclosures General Erisa Services Disclosure Capital Markets/Financial Advisory, Market Making and Proprietary Trading in the US Corporate Bond Market, Statement of Good Practice for Participation in Sovereign and Supranational Auctions in Fixed Income Markets, Citigroup Global Markets Inc. 390 Greenwich Street New York, NY 10013, USA, The Internal Capital Markets of Global Dealer Banks, Fed Introduces Modified Primary Dealer Credit Facility by June Rhee, Federal Reserve Banks Combined Quarterly Financial Report, What Financing Data Reveal About Dealer Leverage Tobias Adrian and Michael J, The Federal Reserve Returns to Emergency Lending: Creates Commercial Paper Funding Facility and Primary Dealer Credit Facility, The Primary Dealer Credit Facility (PDCF) (U.S. GFC), SIFMA Insights: US Fixed Income Market Structure Primer. 2015-2023 Fintel Ventures LLC. Citigroup issued fourth quarter 2022 earnings review. The Lead Arrangers, in their capacities as such, will manage, in consultation with you, all aspects of any syndication of the Incremental Term Loan Facility, including decisions as to the selection of institutions reasonably acceptable to you (your consent not to be unreasonably withheld or delayed) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (subject to your consent rights set forth in the second preceding paragraph and excluding Disqualified Lenders), the allocation of the commitments among the Lenders and the amount. WebThe principal offices for Citigroup are located at 388 Greenwich Street, New York, NY 10013, and its telephone number is + 1 212 559-1000. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. on a confidential basis to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, Debt X, SyndTrak Online or by similar electronic means and (b)certain of the Lenders may be ?public side? None (same as set forth in the Credit Agreement). Date and the Syndication Date and (b)confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Credit Facilities Documentation upon the initial funding of the Incremental Term Loan Facility, and you shall automatically be released from all liability in connection therewith at such time. The existence of such filings may not result in censure or penalty for an advisor and customer complaints against The Federal Reserve's Commercial Paper Funding Facility, Periodic Report: Update on Outstanding Lending Facilities Authorized by the Board Under Section 13(3) of the Federal Reserve Act May 23, 2020, 1992 Joint Report on the Government Securities Market, The Relevance of Primary Dealers for Public Bond Issues Wolfgang Breuer CFS Working Paper No, Term Sheet for Primary Dealer Credit Facility (PDCF), The G-Spread Suggests Federal Reserve Restored Calm to Treasury Markets by Karlye Dilts Stedman, The U.S. Treasury Floating Rate Note Puzzle: Is There A, European Primary Dealers Handbook Updated Q3 2017, Who Buys Treasury Securities at Auction? 7. WebCitigroup Global Markets Inc. J.P. Morgan Securities LLC . Each of the parties hereto agrees that (i)this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein (it being understood and agreed that the. Name: Rommel Celleri. The indemnification, compensation (if applicable), reimbursement (if applicable), jurisdiction, governing law, venue, waiver of jury trial, syndication and confidentiality provisions contained herein and in the Fee Letter and the provisions of Section8 of this Commitment Letter shall remain in full force and effect regardless of whether the Credit Facilities Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Initial Lenders? Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders? Compensation types are listed for Citigroup Global Markets Inc. advisor. (B)(2) - February 12, 2021. New York, New York 10013 . You agree that you will not disclose, directly or indirectly, the Fee Letter and the contents thereof or this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof, or the activities of any Commitment Party pursuant hereto or thereto, to any person or entity without prior written approval of the Lead Arrangers (such approval not to be unreasonably withheld or delayed), except (a)to officers, directors, agents, employees, attorneys, accountants, advisors, controlling persons or equity holders of Parent and any of its subsidiaries on a confidential and need-to-know basis, (b)if the Commitment Parties consent in writing to such proposed disclosure or (c)in any legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your or Parent?s legal counsel (in which case you agree, to the extent not prohibited by applicable law, to inform us promptly thereof); provided that (i)you may disclose this Commitment Letter (but not the Fee Letter or the contents thereof) and the contents hereof to the Company (including any shareholder representative), its subsidiaries and their respective officers, directors, agents, employees, attorneys, accountants, advisors or controlling persons, on a confidential and need-to-know basis, (ii)you may disclose this Commitment Letter, the Term Sheet, the other exhibits and attachments hereto and the contents of each thereof (but not the Fee Letter or the contents thereof, unless required by the Securities and Exchange Commission, in which case you shall provide only a version redacted in a customary manner after review by counsel to the Commitment Parties) or in any syndication or other marketing materials in connection with the Incremental Term Loan Facility or in connection with any public filing relating to the Transactions, (iii)you may disclose the Term Sheet and the contents thereof, to potential Lenders (who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis) and to rating agencies on a confidential basis in connection with obtaining ratings for Parent and the Incremental Term Loan Facility, (iv)you may disclose the aggregate fee amount contained in the Fee Letter as part of Projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials for the Incremental Term Loan Facility or in any public filing relating to the Transactions, and (v)to the extent portions thereof have been redacted in a customary manner (including the portions thereof addressing fees payable to the Commitments Parties and/or the Lenders and economic flex terms), you may disclose the Fee Letter and the contents thereof to the Company (including any shareholder representative), its subsidiaries and their respective officers. You acknowledge that, in such capacity, each Buy Side Advisor may advise Parent or such subsidiary in other manners adverse to the interests of the parties hereto. ^ Mcgeehan, Patrick (7 September 2000). "Citigroup to Buy Associates First for $31 Billion". The New York Times. ^ "Citigroup, Form 8-K, Current Report". U.S. Securities and Exchange Commission. 6 September 2000. ^ Simnacher, Joe (13 August 1989). "Associates Widens Ford's Road". Chicago Tribune. All fees required to be paid on the Closing Date pursuant to the Fee Letter and reasonable and documented out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter, solely with respect to expenses to the extent invoiced at least three (3)business days prior to the Closing Date, shall, upon the initial borrowing under the Incremental Term Loan Facility, have been paid (which amounts may be offset against the proceeds of the Incremental Term Loan Facility). Contact the advisor for individual fee structure details. Find and update your U.S. News Advisor Profile, Investment Adviser Public Disclosure database, Merrill Lynch, Pierce, Fenner & Smith Inc, California Do Not Sell My Personal Information Request. You may terminate this Commitment Letter and/or the Initial Lenders? Capitalized terms used in this Exhibit C shall have the meanings set forth in the other Exhibits attached to the Commitment Letter to which this Exhibit C is attached (the ?Commitment Letter?). As Representatives of the several Underwriters named in Schedule I hereto, 787 Seventh Avenue . You hereby represent and warrant that (with respect to Information and Projections relating to the Company and its subsidiaries, to your knowledge)(a) all material written information and written data, other than the Projections and other forward-looking information regarding the future performance of Parent, the Company and their respective subsidiaries and other than information of a general economic or industry specific nature (the ?Information? herein, Citi and MSSF shall be entitled to the confidentiality, indemnification and cost reimbursement provisions of this Commitment Letter as if they were in effect as of the Original Signing Date. 2021-08-23 - 2021-08-29 Addition of officer JONATHAN LEACH, director. WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance. Open doors with marketers, their agencies and the technologies they work with by leveraging Winmos industry-leading sales intelligence database. The borrowings under the Incremental Term Loan Facility shall be subject to the following conditions: The Acquisition shall have been consummated, or substantially simultaneously with the initial borrowing under the Incremental Term Loan Facility, shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendments, consents or waivers by you thereto that are materially adverse to the Lenders or the Lead Arrangers, without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to the interests of the Lenders or the Lead Arrangers, but shall reduce the Incremental Term Loan Facility). You will be solely responsible for the contents of the Information Materials and each of the Commitment Parties shall be entitled to use and rely upon the information contained therein without responsibility for independent verification thereof. The Lead Arrangers shall have received copies of (i)the audited consolidated balance sheet and the related audited consolidated statements of operations and comprehensive loss, cash flows and shareholders? North Carolina Corporations; SEC EDGAR Entities; System for Award Management (SAM) Entities; Charities and Non-Profit Organizations CITIGROUP GLOBAL MARKETS REALTY CORP. 388 Greenwich Street, New York, (D)(3) - MUTUAL NONDISCLOSURE AGREEMENT, EX-99. and each Lender that is not a Public Sider, a ?Private Sider?). (a) Indemnification. Citigroup Global Markets Inc. (Citi or Firm) appreciates the opportunity to provide its views on structural changes in the U.S. Treasury market and their Lenders (i.e. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. WebView Citigroup Global Capital Markets, Inc. Marketing Contacts, Executives, Media Spend, Marketing Technologies and Brands. You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect in any material respect if the Information and the Projections contained in the Information Memorandum were being furnished, and such representations were being made, at such time, then you will (or, prior to the Closing Date, with respect to the Information and such Projections relating to the Company, will use commercially reasonable efforts to) promptly supplement the Information and such Projections such that (with respect to Information and Projections relating to the Company and its subsidiaries, to your knowledge) such representations and warranties are correct in all material respects in light of the circumstances under which the statements included in such Information were made. WebCitigroup Global Markets Realty Corporation litigation, intellectual property, and other public records. (b) Settlement. Citigroup. It is a systemically important financial institution and is on the list of systemically important banks that are too big to fail. It is one of the nine global investment banks in the Bulge Bracket . This website is provided as is without any representations or warranties, express or implied. performance by them or their affiliates of services for other persons, and none of the Commitment Parties or their affiliates will furnish any such information to other persons, except to the extent permitted below. The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the ?Transactions?. Learn more about how to better serve divorced clients and their financial needs. At the request of the Lead Arrangers, you agree to assist us in preparing an additional version of the Information Materials to be used in connection with the syndication of the Incremental Term Loan Facility that consists exclusively of information that is publicly available and/or does not include MNPI with respect to Parent, the Company or any of their respective subsidiaries for the purpose of United States federal and state securities laws to be used by Public Siders. right to syndicate the Incremental Term Loan Facility and receive commitments with respect thereto, (i)no Initial Lender shall be relieved, released or novated from its obligations hereunder (including, subject to the satisfaction of the conditions set forth herein, its obligation to fund the Incremental Term Loan Facility on the date requested by the Borrower (the date of such funding, the ?Closing Date?)) (A)(1)(III) - Form of Notice of Guaranteed Delivery, EX-99. WebCiti Markets provides world-class products and financing solutions for corporations, governments, and institutional and retail investors through our dominant underwriting, sales and trading, and distribution capabilities. WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. Lenders that do not wish to receive material non-public information (?MNPI?) Company Number 112418191 Status Active Incorporation Date 25 September 2019 (about 3 years ago) Company Type Foreign Corporation 388 GREENWICH STREET, NEW YORK,, NY, 10013, USA Latest Events. or the ?Commitment Parties?) WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 As Representatives of the several Underwriters listed in Schedule I to the Agreement The Commitment Parties and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection with the Acquisition and the related Transactions solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent any Commitment Party and their affiliates from disclosing any such information (a)pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation or compulsory legal process based on the advice of counsel (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates (in which case the Commitment Parties agree (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority), to the extent not prohibited by applicable law, rule or regulation, to inform you promptly thereof prior to disclosure), (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by such Commitment Party or any of its affiliates or any related parties thereto in violation of any confidentiality obligations owing to you, the Company or any of your or its respective affiliates (including those set forth in this paragraph), (d) to the extent that such information is received by such Commitment Party or any of its affiliates from a third party that is not, to such Commitment Party?s or affiliate?s knowledge, as applicable, subject to any contractual or fiduciary confidentiality obligations owing to you, the Company or any of your or its respective affiliates or related parties, (e)to the extent that such information is independently developed by the Commitment Parties or any of their affiliates, (f)to such Commitment Party?s affiliates and to its and their respective directors, officers, employees, legal counsel, independent auditors, professionals and other experts or agents who need to know such information in connection with the Transactions and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (g)to potential or prospective Lenders, participants or assignees and to any direct or indirect contractual counterparty to any swap or derivative transaction relating to you or any of your subsidiaries, in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph); provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any Information Materials or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information, or (h)for purposes of enforcing its rights hereunder and in the Fee Letter in any legal proceedings and for purposes of establishing a defense in any legal proceedings. Nothing on this website constitutes, or is meant to constitute, advice of any kind. ), that has been or will be made available to any Commitment Party by you or by any of your representatives on your behalf in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, taken together with all other information that is publicly available on the SEC?s website, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements and updates thereto) and (b)the Projections contained in the Information Memorandum will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time such Projections are so furnished; it being understood that the Projections are as to future events and are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, that no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. Are you an advisor? You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Incremental Term Loan Facility unless you and we shall so agree. Until the earlier of Successful Syndication (as defined in the Fee Letter) and the 45th day after the Closing Date (such earlier date, the ?Syndication Date? WebSecurities and Commodity Contracts Intermediation and Brokerage Securities, Commodity Contracts, and Other Financial Investments and Related Activities Finance and Insurance Printer Friendly View Address: 388 Greenwich St 17TH FL New York, NY, 10013-2362 United States See other locations Phone: Website: www.citigroup.com Employees (this In arranging and syndicating the Incremental Term Loan Facility, each of the Commitment Parties will be entitled to use and rely primarily on the Information and the Projections contained in the Information Memorandum without responsibility for independent verification thereof. Subject to the limitations set forth in Section3 above, the Commitment Parties reserve the right to employ the services of their affiliates or branches in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates or branches certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates or branches may agree in their sole discretion and, to the extent so employed, such affiliates and branches shall be entitled to the benefits and protections afforded to, and subject to the provisions governing the conduct of, the Commitment Parties hereunder. as a new tranche of term loans pursuant to the Credit Agreement, in either such case in an aggregate principal amount of $1,300million. Citi Global Markets is an As consideration for the commitments of the Initial Lenders hereunder and for the agreement of the Lead Arrangers to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter if and to the extent due and payable. Facility (the ?Credit Facilities Documentation?) Contact the U.S. News Advisor Finder. The availability of the Incremental Term Loan Facility on the Closing Date will be subject solely to (a)the applicable conditions set forth in Section6 of the Commitment Letter and in Exhibit C to the Commitment Letter, (b)delivery of a customary borrowing notice, (c)the accuracy of representations and warranties in all material respects subject, to the Certain Funds Provisions and (d)the conditions set forth in Section2.20(d) of the Credit Agreement (with the Acquisition being deemed to be a Limited Condition Acquisition (as defined in the Credit Agreement)), subject to the Certain Funds Provisions. Company Number 601904053 Status Active Incorporation Date 28 September 1998 (New York (US)) Controlling Company CITIGROUP INC. ; this amended and restated commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C, together with the amended and restated fee letter delivered in connection herewith (the ?Fee Letter? Options Flow - Real Time Feed; Put/Call Ratio - Top Bullish; Put Call Ratio - Top Bearish; SCREENS will not have any liability for any losses, claims, damages, liabilities or related expenses except to the extent that they have resulted from (i)the willful misconduct, bad faith or gross negligence of such Arranger-Related Person, in each case who are involved in or aware of the Transactions (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii)a material breach of the funding obligations of any Arranger-Related Person under this Commitment Letter, the Term Sheet, the Fee Letter or the Credit Facilities Documentation (as determined by a court of competent jurisdiction in a final and non-appealable decision). relationships with you described and referred to herein. The Administrative Agents and the Lead Arrangers shall have received at least three (3)business days prior to the Closing Date all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least ten (10)business days prior to the Closing Date by the Administrative Agents or the Lead Arrangers that they reasonably determine is required by regulatory authorities under applicable ?know your customer? One of the best Homeowner Association, Home Services business at 390 Greenwich St, New York NY, 10013 United in Exhibit B hereto. Since the Original Signing Date, there shall not have been any Company Material Adverse Effect (as defined in the Merger Agreement on the Original Signing Date) that is continuing as of the Closing Date. WebThe current C market cap is 91.018B USD. As you know, certain of the Commitment Parties, together with their respective affiliates, may be full service securities firms engaged, either directly or through their affiliates, in various activities, including securities trading, commodities trading, hedging, investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. You acknowledge and agree that the following documents, without limitation, may be distributed to both Private Siders and Public Siders, unless you advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private Siders: (a)administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, bank allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the terms of the Incremental Term Loan Facility, (c)drafts and final versions of the definitive documentation for the Incremental Term Loan. WebCitigroup Inc. or Citi ( stylized as citi) is an American multinational investment bank and financial services corporation headquartered in New York City. arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates? ?execute,? commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a)assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting Information and Projections) prior to the later of the Closing. Annual amortization (payable in four equal quarterly installments, commencing with the first full quarter ending after the Closing Date) of the Incremental Term Loans shall be required in an amount equal to 1.0% of the initial aggregate principal amount of the Incremental Term Loans. (A)(1)(IV) - Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, EX-99. This Commitment Letter (including the exhibits hereto), together with the Fee Letter dated the date hereof, (i)are the only agreements that have been entered into among the parties hereto with respect to the Incremental Term Loan Facility and (ii)supersede all prior understandings, whether written or oral, among us with respect to the Incremental Term Loan Facility and sets forth the entire understanding of the parties hereto with respect thereto. None of the Commitment Parties or their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the. Citi - Citigroup Global Markets Inc. (Main Office) - New York, NY 388 Greenwich St. New York, NY 10013 Write A Review (212) 816-6000 Updated: 09/10/2013 Your Profile? Web390 GREENWICH ST FL 4 NEW YORK, NY 10013 Get Directions (212) 723-4421 Company Summary. and (b)notwithstanding the Lead Arrangers? WebSee all available apartments for rent at 1911 Greenwich St in San Francisco, CA. (the amounts set forth in clauses (i)through (ii) above, collectively, the ?Acquisition Costs?). Citibank, N.A. Overview. Have questions about the site? The Commitment Parties? WebCITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 - Viela Bio, Inc. - EX-99. and their affiliates?, if any, obligations under this paragraph shall terminate automatically and be superseded by the confidentiality provisions in the definitive documentation relating to the Incremental Term Loan Facility upon the initial funding thereunder. Client type information from Form ADV. 383 Madison Avenue . This message is for debugging purposes. ?Citi? and the loans thereunder, the ?Incremental Term Loans? This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Commitment Parties and you. Fintel makes no representations or warranties in relation to this website or the information and materials provided on this website. WebSecurities and Commodity Contracts Intermediation and BrokerageSecurities, Commodity Contracts, and Other Financial Investments and Related ActivitiesFinance and Insurance agree (x)to indemnify and hold harmless each Commitment Party, their respective affiliates and the respective officers, directors, employees, agents, advisors and other representatives and the successors and assigns of each of the foregoing (each, an ?Indemnified Person? WebCITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. is a District Of Columbia Corporation filed on September 25, 1998. In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used. New York, New York 10019 . commitments hereunder are not conditioned upon the syndication of, or receipt of commitments in respect of, the Incremental Term Loan Facility and in no event shall the commencement or successful completion of syndication of the Incremental Term Loan Facility constitute a condition to the availability of the Incremental Term Loan Facility on the Closing Date.
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